SCHEDULE 14A INFORMATION
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]Preliminary Proxy Statement [ ]Confidential, for Use of the
[ X ]Definitive Proxy Statement Commission Only (as permitted
[ ]Definitive Additional Materials by Rule 14a-6(e)(2))
[ ]Soliciting Material Pursuant to
Rule 14a-12
HIGH COUNTRY BANCORP, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
--------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
--------------------------------------------------------------
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
--------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
5. Total fee paid:
[ ] Fee paid previously with preliminary materials:
-----------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1. Amount Previously Paid:
--------------------------------------------------------------
2. Form, Schedule or Registration Statement No.:
--------------------------------------------------------------
3. Filing Party:
--------------------------------------------------------------
4. Date Filed:
--------------------------------------------------------------
<PAGE>
[HIGH COUNTRY BANCORP LETTERHEAD]
September 25, 2000
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders of High Country
Bancorp, Inc. to be held at High Country Bank, 7360 West US Highway 50, Salida,
Colorado on Thursday, October 26, 2000 at 5:00 p.m., local time.
The accompanying notice and proxy statement describe the formal business to
be transacted at the Annual Meeting. Also enclosed is an Annual Report to
Stockholders for the 2000 fiscal year. Directors and officers of the Company
will be available to respond to any questions stockholders may have.
You are cordially invited to attend the Annual Meeting. REGARDLESS OF
WHETHER YOU PLAN TO ATTEND, WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. This will not prevent you from voting in person but will assure that
your vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ Larry D. Smith
Larry D. Smith
President and Chief Executive Officer
<PAGE>
--------------------------------------------------------------------------------
HIGH COUNTRY BANCORP, INC.
7360 WEST US HIGHWAY 50
SALIDA, COLORADO 81201
(719) 539-2516
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 26, 2000
--------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of High Country Bancorp, Inc. (the "Company"), will be held at High
Country Bank, 7360 West US Highway 50, Salida, Colorado at 5:00 p.m., local
time, on Thursday, October 26, 2000.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company; and
2. The transaction of such other matters as may properly come
before the Annual Meeting or any adjournments thereof.
Note: The Board of Directors is not aware of any other business to come
before the Annual Meeting.
Any action may be taken on any one of the foregoing proposals at the Annual
Meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the Annual Meeting may be adjourned. Stockholders
of record at the close of business on September 15, 2000, are the stockholders
entitled to vote at the Annual Meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed Proxy Card which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The Proxy Card will not be used if you attend and vote at the Annual
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Richard A. Young
RICHARD A. YOUNG
SECRETARY
Salida, Colorado
September 25, 2000
--------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
PROXY STATEMENT
OF
HIGH COUNTRY BANCORP, INC.
7360 WEST US HIGHWAY 50
SALIDA, COLORADO 81201
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 26, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
GENERAL
--------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of High Country Bancorp, Inc. (the "Company")
to be used at the 2000 Annual Meeting of Stockholders of the Company (the
"Annual Meeting") which will be held at 7360 West US Highway 50, Salida,
Colorado on Thursday, October 26, 2000, at 5:00 p.m., local time. The
accompanying Notice of Annual Meeting and form of proxy and this Proxy Statement
are being first mailed to stockholders on or about September 25, 2000.
--------------------------------------------------------------------------------
VOTING AND REVOCABILITY OF PROXIES
--------------------------------------------------------------------------------
Proxies solicited by the Board of Directors of the Company will be voted in
accordance with the directions given therein. WHERE NO INSTRUCTIONS ARE
INDICATED, PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS SET FORTH BELOW
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS SET FORTH IN THIS PROXY STATEMENT
FOR CONSIDERATION AT THE ANNUAL MEETING. The proxy confers discretionary
authority on the persons named therein to vote with respect to the election of
any person as a director where the nominee is unable to serve or for good cause
will not serve, and with respect to matters incident to the conduct of the
Annual Meeting. If any other business is presented at the Annual Meeting,
proxies will be voted by those named therein in accordance with the
determination of a majority of the Board of Directors. Proxies marked as
abstentions will not be counted as votes cast. In addition, shares held in
street name which have been designated by brokers on proxy cards as not voted
will not be counted as votes cast. Proxies marked as abstentions or as broker
nonvotes, however, will be treated as shares present for purposes of determining
whether a quorum is present.
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by properly executed proxies
will be voted at the Annual Meeting and all adjournments thereof. Proxies may be
revoked by written notice to the Secretary of the Company at the address above
or the filing of a later dated proxy prior to a vote being taken on a particular
proposal at the Annual Meeting. A proxy will not be voted if a stockholder
attends the Annual Meeting and votes in person. The presence of a stockholder
alone at the Annual Meeting will not revoke such stockholder's proxy.
--------------------------------------------------------------------------------
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
--------------------------------------------------------------------------------
The securities entitled to vote at the Annual Meeting consist of the
Company's common stock, par value $.01 per share (the "Common Stock").
Stockholders of record as of the close of business on September 15, 2000 (the
"Record Date"), are entitled to one vote for each share of Common Stock then
held. As of the Record Date, there were 1,071,225 shares of Common Stock issued
and outstanding.
1
<PAGE>
Persons and groups beneficially owning more than 5% of the Common Stock are
required to file certain reports with respect to such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The following
table sets forth, as of the Record Date, certain information as to the Common
Stock beneficially owned by any person or group of persons who is known to the
Company to be the beneficial owner of more than 5% of the Company's Common Stock
and shares beneficially owned by all directors and executive officers as a
group. Other than as disclosed below, management knows of no person who
beneficially owned more than 5% of the Common Stock at the Record Date.
<TABLE>
<CAPTION>
PERCENT OF SHARES
NAME AND ADDRESS AMOUNT AND NATURE OF OF COMMON STOCK
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OUTSTANDING
------------------- ----------------------- -----------
<S> <C> <C>
High Country Bancorp, Inc. 105,800 (2) 9.88%
Employee Stock Ownership Plan ("ESOP")
130 West 2nd Street
Salida, Colorado 81201
Donald L. Koch 118,782 11.09%
4 Muirfield Lane
St. Louis, Missouri 63141
Sandler O'Neill Asset Management LLC 100,000 (3) 9.34%
712 Fifth Avenue - 22nd Floor
New York, New York 10019
Wellington Management Company 87,300 (3) 8.15%
75 State Street
Boston, Massachusetts 02109
All Directors and Executive Officers
as a Group (7 persons) 189,552 (4) 17.70%
_____________
<FN>
(1) Includes all shares held directly as well as by spouses or as custodian or
trustee for minor children, and shares held by a group acting in concert,
over which shares the named individuals effectively exercise sole voting
and investment power, or for a group acting in concert, share voting and
investment power.
(2) These shares are held in a suspense account for future allocation among
participating employees as the loan used to purchase the shares is repaid.
The ESOP trustees, currently Directors Mitchell, Glenn, Young and Harsh
vote all allocated shares in accordance with instructions of the
participants. Unallocated shares and shares for which no instructions have
been received generally are voted by the ESOP trustees in the same ratio as
participants direct the voting of allocated shares or, in the absence of
such direction, as directed by the Company's Board of Directors.
(3) Control shares through serving as investment advisor of various investment
funds.
(4) Excludes shares with respect to which Directors Mitchell, Glenn, Young and
Harsh may have "voting power" by virtue of their positions as trustees of
the trusts holding 105,800 shares under the ESOP and 23,303 shares under
the Management Recognition Plan. Unallocated shares and shares for which no
instructions have been received generally are voted by the trustees in the
same ratio as participants direct the voting of allocated shares or, in the
absence of such direction, as directed by the Company's Board of Directors.
</FN>
</TABLE>
--------------------------------------------------------------------------------
PROPOSAL I -- ELECTION OF DIRECTORS
--------------------------------------------------------------------------------
The Company's Board of Directors is currently composed of six members.
Under the Company's Certificate of Incorporation, directors are divided into
three classes and elected for terms of three years each and until their
successors are elected and qualified. At the Annual Meeting in order to keep the
number of directors in each class equal, two directors will be elected for terms
expiring at the Annual Meeting to be held in the year 2003.
2
<PAGE>
The Board of Directors has nominated Director Robert B. Mitchell and Timothy R.
Glenn, each to serve for an additional term of three years, or until their
successors are elected and qualified. Under Colorado law, directors are elected
by a majority of the votes present in person or represented by proxy at the
Annual Meeting and entitled to vote in the election of directors.
Unless contrary instruction is given, the persons named in the proxies
solicited by the Board of Directors will vote each such proxy for the election
of the named nominees. If any of the nominees are unable to serve, the shares
represented by all properly executed proxies which have not been revoked will be
voted for the election of such substitute(s) as the Board of Directors may
recommend. At this time, the Board knows of no reason why the nominees might be
unavailable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED BELOW.c
The following table sets forth, for the nominees and each continuing
director, his name, age as of the Record Date, the year he first became a
director of the Company's principal subsidiary, High Country Bank (the "Bank"),
and the expiration of his current term as a director of the Company. Except as
noted below, all such persons were initially appointed as directors of the
Company in connection with the incorporation and organization of the Company in
August 1997 and remained as such following the conversion of the Bank from
mutual to stock form (the "Conversion") on December 11, 1997. Each director of
the Company is also a member of the Board of Directors of the Bank.
<TABLE>
<CAPTION>
SHARES OF
YEAR FIRST COMMON STOCK
ELECTED AS BENEFICIALLY
AGE AT THE DIRECTOR CURRENT TERM OWNED AT THE PERCENT OF
NAME RECORD DATE OF THE BANK TO EXPIRE RECORD DATE (1) CLASS
---- ----------- ----------- --------- --------------- -----
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2003
Robert B. Mitchell 75 1972 2000 35,520 (2) 3.32%
Timothy R. Glenn 43 1991 2000 31,980 (2) 2.99
DIRECTORS CONTINUING IN OFFICE
Philip W. Harsh 55 1995 2001 31,814 (2) 2.97
Scott G. Erchul 38 1997 2001 16,220 1.51
Richard A. Young 46 1992 2002 21,233 (2) 1.98
Larry D. Smith 43 1987 2002 37,124 3.47
<FN>
------------
(1) Includes all shares held directly as well as by spouses or as custodian
or trustee for minor children, and shares held by a group acting in
concert, over which shares the named individuals effectively exercise
sole voting and investment power, or for a group acting in concert,
share voting and investment power.
(2) Excludes shares with respect to which Directors Mitchell, Glenn, Young
and Harsh may have "voting power" by virtue of their positions as
trustees of the trusts holding 105,800 shares under the ESOP and 23,303
shares under the Management Recognition Plan. Unallocated shares and
shares for which no instructions have been received generally are voted
by the trustees in the same ratio as participants direct the voting of
allocated shares or, in the absence of such direction, as directed by
the Company's Board of Directors.
</FN>
</TABLE>
3
<PAGE>
The principal occupation of each nominee for director and each continuing
director of the Company for the last five years is set forth below.
ROBERT B. MITCHELL has served as a Director of the Bank since 1972. He is
retired after 20 years as the Post Master of Salida, Colorado. Mr. Mitchell
serves as Chairman of the Board of Directors of the Bank and of the Company. Mr.
Mitchell is a past member and Treasurer of the Salida Board of Education; past
Senior Warden and Treasurer of the Church of the Ascension; past President of
Salida Golf Club; past Commander of the Ray Lines Post #64 of the American
Legion; and a member of Salida Elks Lodge #808.
TIMOTHY R. GLENN has served as a Director of the Bank since 1991. He is the
Funeral Director and Owner of the Lewis & Glenn Funeral Home and the Coroner for
Chaffee County, Colorado. His civic activities include the Salida Rotary Club,
Elks Lodge, 4-H Club and the St. Joseph Catholic Church. He has also served as
President and a member of the Board of Directors of the Colorado Association of
Cemeteries.
PHILIP W. HARSH has been an owner and agent of the Fredrickson Brown
Insurance Agency since 1990 and a Director of the Bank since 1995. He is a
member of the Salida Chamber of Commerce and the Chamber of Commerce Business
Development Group. Also, he has served as President of the ruling group for the
Salida Public Golf Course and is past president of the Independent Insurance
Agents of Colorado.
SCOTT G. ERCHUL has been a member of the Board of Directors of the Bank
since 1997. He currently serves as Vice President of the Company and the Bank,
and has been Vice President of the Bank since 1991. His past and current
community involvement include the Rotary Club, Academic Booster Club committee
member and youth sports coach for football, baseball and soccer.
RICHARD A. YOUNG currently serves as Secretary and Treasurer of the Company
and the Bank. He has served as a Director of the Bank since 1992. He is a
Certified Public Accountant and a partner in the accounting firm of Swartz &
Young P.C. He is a high school football coach, treasurer and board member of the
local Pop Warner Football League.
LARRY D. SMITH currently serves as President and Chief Executive Officer of
the Company and the Bank. Mr. Smith became President of the Bank in 1991 and has
been a Director of the Bank since 1987. From 1978 to 1991, he served as
Controller of the Bank. He is active in the Salida school system and youth
sports by serving as a coach for various sports teams and by serving on the High
School Building Accountability and Business Advisory Committees. He is also
involved with several organizations which promote the academic and athletic
development of the youth of Salida.
--------------------------------------------------------------------------------
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
--------------------------------------------------------------------------------
The Company's Board of Directors conducts its business through meetings of
the Board. The Board of Directors of the Company generally holds regular monthly
meetings and holds Annual Meetings as needed. During the year ended June 30,
2000, the Board of Directors of the Company met 12 times. No director attended
fewer than 75% in the aggregate of the total number of Board meetings of the
Company held while he was a member during the year ended June 30, 2000 and the
total number of meetings held by committees on which he served during such
fiscal year.
The Company's Board of Directors has standing Audit and Nominating
Committees. The Compensation Committee consists of the full Board of Directors
and discusses compensation matters as required. The Board of Directors' Audit
Committee consists of Directors Mitchell and Young. During the year ended June
30, 2000, the committee met two times to examine and approve the audit report
prepared by the independent auditors of the Bank, to review and recommend the
independent auditors to be engaged by the Bank, to review the internal audit
function and internal accounting controls, and to review and approve conflict of
interest and audit policies.
4
<PAGE>
The Company's Nominating Committee consists of the entire Board of
Directors and is responsible for considering potential nominees to the Board of
Directors. The Board, in its capacity as the Nominating Committee, met one time
during the year ended June 30, 2000. In its deliberations, the nominating
committee considers the candidate's knowledge of the banking business and
involvement in community, business and civic affairs, and also considers whether
the candidate would provide for adequate representation of its market area.
--------------------------------------------------------------------------------
DIRECTORS' COMPENSATION
--------------------------------------------------------------------------------
Directors' Fees. The Company's directors receive fees of $1,000 per month.
This fee includes any Audit or Nominating Committee meeting. No additional fees
are paid for serving on committees of the Board of Directors. During fiscal year
2000, the Company's directors' fees totaled $72,000.
--------------------------------------------------------------------------------
EXECUTIVE COMPENSATION AND OTHER BENEFITS
--------------------------------------------------------------------------------
Summary Compensation Table. The following table sets forth the cash and
noncash compensation for the last two fiscal years awarded to or earned by the
Company's Chief Executive Officer. No executive officer of the Company earned
salary and bonus in fiscal year 2000 exceeding $100,000 for services rendered in
all capacities to the Company and the Bank, except for the Chief Executive
Officer.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------------------------------
OTHER ANNUAL ALL OTHER
NAME YEAR SALARY BONUS COMPENSATION(1) COMPENSATION
---- ---- ------ ----- --------------- ------------
<S> <C> <C> <C> <C> <C>
Larry D. Smith 2000 $ 96,000 $ 13,850 $ 12,000 (2) $ 57,274 (3)
Chief Executive Officer 1999 88,500 15,000 12,000 (2) 56,884
<FN>
______________
(1) Executive officers of the Bank receive indirect compensation in the
form of certain perquisites and other personal benefits. The amount of
such benefits received by the named executive officers in fiscal 1999
did not exceed 10% of each of the executive officer's respective salary
and bonus.
(2) Compensation for serving on the Board of Directors.
(3) Contributions for Mr. Smith's benefit of: (i) $13,076 in the Long Term
Incentive Plan (ii) 1,538 ESOP shares valued at $16,918 as of June 30,
2000, and (iii) 2,480 shares in the Management Recognition Plan Trust,
which vested during fiscal 2000 and were valued at $27,280 as of June
30, 2000.
</FN>
</TABLE>
Employment Agreements. The Company and the Bank have entered into
employment agreements (the "Employment Agreements") under which Larry D. Smith
serves as President of the Bank and the Company (the "Employee"). In such
capacities, Mr. Smith is responsible for overseeing all operations of the Bank
and the Company, and for implementing the policies adopted by the Boards of
Directors. The Boards believe that the Employment Agreements assure fair
treatment of employees in their careers with the Company and the Bank by
assuring them of some financial security.
The Employment Agreements became effective on August 13, 1997 and provide
for a term of three years, with an annual base salary equal to Mr. Smith's
existing base salary rate in effect on the effective date. On each anniversary
date of the commencement of the Employment Agreements, the term of Mr. Smith's
employment may be extended for an additional one-year period beyond the then
effective expiration date, upon a determination by the Board of Directors that
his performance has met the required performance standards and that such
Employment Agreements should be extended. The Employment Agreements provide Mr.
Smith with a salary review by the Board of Directors not less often than
annually, as well as with inclusion in any discretionary bonus plans, retirement
and medical plans, customary fringe benefits, vacation and sick leave. As of
September 15, 2000, the base salary under Mr. Smith's contract was $105,000 per
annum. The Employment Agreements terminate upon Mr. Smith's death, may terminate
upon his disability and are terminable by the Bank for "just cause" (as defined
in the Employment Agreements). In the event of termination for just cause, no
severance benefits are available. If the
5
<PAGE>
Company or the Bank terminates Mr. Smith without just cause, he will be entitled
to a continuation of his salary and benefits from the date of termination
through the remaining term of the Employment Agreements plus an additional 12
month's salary and, at his election, either continued participation in benefit
plans which he would have been eligible to participate in through the Employment
Agreements' expiration date or the cash equivalent thereof. If the Employment
Agreements are terminated due to Mr. Smith's "disability" (as defined in the
Employment Agreements), Mr. Smith will be entitled to a continuation of his
salary and benefits through the date of such termination, including any period
prior to the establishment of his disability. In the event of Mr. Smith's death
during the term of his Employment Agreement, his estate will be entitled to
receive his salary through the last day of the calendar month in which the his
death occurred. Mr. Smith is able to voluntarily terminate his Employment
Agreement by providing 90 days' written notice to the Boards of Directors of the
Bank and the Company, in which case he is entitled to receive only his
compensation, vested rights, and benefits up to the date of termination.
In the event of (i) Mr. Smith's involuntary termination of employment other
than for "just cause" during the period beginning six months before a change in
control and ending on the later of the first anniversary of the change in
control or the expiration date of the Employment Agreements (the "Protected
Period"), (ii) Mr. Smith's voluntary termination within 90 days of the
occurrence of certain specified events occurring during the Protected Period
which have not been consented to by him, or (iii) his voluntary termination of
employment for any reason within the 30-day period beginning on the date of the
change in control, he will be paid within 10 days of such termination (or the
date of the change in control, whichever is later) an amount equal to the
difference between (i) 2.99 times his "base amount," as defined in Section
280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and
(ii) the sum of any other parachute payments, as defined under Section
280G(b)(2) of the Code, that he receives on account of the change in control.
"Change in Control" means any one of the following events: (i) the
acquisition of ownership, holding or power to vote more than 25% of the voting
stock of the Bank or the Holding Company thereof, (ii) the acquisition of the
ability to control the election of a majority of the Bank's or the Company's
Directors, (iii) the acquisition of a controlling influence over the management
or policies of the Bank or of the Company by any person or by persons acting as
a "group" (within the meaning of Section 13(d) of the Securities Exchange Act of
1934), or (iv) during any period of two consecutive years, individuals (the
"Continuing Directors") who at the beginning of such period constitute the Board
of Directors of the Bank or of the Company (the "Existing Board") cease for any
reason to constitute at least two-thirds thereof, provided that any individual
whose election or nomination for election as a member of the Existing Board was
approved by a vote of at least two-thirds of the Continuing Directors then in
office shall be considered a Continuing Director. Notwithstanding the foregoing,
the Company's ownership of the Bank shall not of itself constitute a Change in
Control for purposes of the Agreement. For purposes of this paragraph only, the
term "person" refers to an individual or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein.
Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
occur solely by reason of a transaction in which the Bank converts to the stock
form of organization, or creates an independent holding company in connection
therewith. The decision of the Board as to whether a Change in Control has
occurred shall be conclusive and binding.
The payments that would be made to Mr. Smith assuming his termination of
employment under the foregoing circumstances at June 30, 2000 would have been
approximately $287,040. These provisions may have an anti-takeover effect by
making it more expensive for a potential acquiror to obtain control of the
Company. In the event that the Employee prevails over the Company and the Bank,
or obtains a written settlement, in a legal dispute as to the Employment
Agreement, he will be reimbursed for his legal and other expenses.
6
<PAGE>
--------------------------------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT
--------------------------------------------------------------------------------
The Bank offers loans to its directors and officers. These loans currently
are made in the ordinary course of business with the same collateral, interest
rates and underwriting criteria as those of comparable transactions prevailing
at the time and to not involve more than the normal risk of collectibility or
present other unfavorable features. Under current law, the Bank's loans to
directors and executive officers are required to be made on substantially the
same terms, including interest rates, as those prevailing for comparable
transactions and must not involve more than the normal risk of repayment or
present other unfavorable features. Furthermore, all loans to such persons must
be approved in advance by a disinterested majority of the Board of Directors.
None of these loans had favorable terms. At June 30, 2000, the Bank's loans to
directors and executive officers totaled $1,510,000, or 9.37% of the Company's
stockholders' equity, at that date.
--------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
--------------------------------------------------------------------------------
Pursuant to regulations promulgated under the Exchange Act, the Company's
officers, directors and persons who own more than ten percent of the outstanding
Common Stock are required to file reports detailing their ownership and changes
of ownership in such Common Stock, and to furnish the Company with copies of all
such reports. Based solely on the Company's review of such reports which the
Company received during the last fiscal year, or written representations from
such persons that no annual report of change in beneficial ownership was
required, the Company believes that, during the last fiscal year, all persons
subject to such reporting requirements have complied with the reporting
requirements.
--------------------------------------------------------------------------------
OTHER MATTERS
--------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy Statement
and matters incident to the conduct of the Annual Meeting. However, if any other
matters should properly come before the Annual Meeting, it is intended that
proxies in the accompanying form will be voted in respect thereof in accordance
with the determination of a majority of the Board of Directors.
--------------------------------------------------------------------------------
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
Grimsley, White & Company, which were the Company's independent auditors
for the 2000 fiscal year, and have been retained by the Board of Directors to be
the Company's auditors for the 2001 fiscal year.
--------------------------------------------------------------------------------
MISCELLANEOUS
--------------------------------------------------------------------------------
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
The Company's 2000 Annual Report to Stockholders, including financial
statements, accompanies this Proxy Statement, which has been mailed to all
stockholders of record as of the close of business on the Record Date. Any
stockholder who has not received a copy of such Annual Report may obtain a copy
by writing to the Secretary of the Company. Such Annual Report is not to be
treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.
7
<PAGE>
--------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
--------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive office at
7360 West US Highway 50, Salida, Colorado 81201 no later than May 25, 2001. Any
such proposals shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
Stockholder proposals, other than those submitted pursuant to the Exchange
Act, must be submitted in writing, delivered or mailed by first class United
States mail, postage prepaid, to the Secretary of the Corporation not less than
30 days nor more than 60 days prior to the date of any such meeting; provided,
however, that if less than 40 days' notice of the meeting is given to
stockholders, such written notice shall be delivered or mailed, as prescribed,
to the Secretary of the Company, not later than the close of business on the
tenth day following the day on which the notice of the meeting was mailed to
stockholders.
--------------------------------------------------------------------------------
FORM 10-KSB
--------------------------------------------------------------------------------
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 2000 AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT
CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE
SECRETARY, HIGH COUNTRY BANCORP, INC., 7360 WEST US HIGHWAY 50, SALIDA, COLORADO
81201.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Richard A. Young
RICHARD A. YOUNG
SECRETARY
Salida, Colorado
September 25, 2000
8
<PAGE>
REVOCABLE PROXY
HIGH COUNTRY BANCORP, INC.
--------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 26, 2000
--------------------------------------------------------------------------------
The undersigned hereby appoints Richard A. Young, Larry D. Smith and Scott
G. Erchul powers of substitution to act, as attorneys and proxies for the
undersigned, to vote all shares of Common Stock of High Country Bancorp, Inc.
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
(the "Annual Meeting"), to be held at High Country Bank, 7360 West US Highway
50, Salida, Colorado on Thursday, October 26, 2000 at 5:00 p.m., local time, and
at any and all adjournments thereof, as indicated below and in accordance with
the determination of a majority of the Board of Directors with respect to other
matters which come before the Annual Meeting.
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all the nominees
listed below (except as marked to the contrary
below).
Robert B. Mitchell
Timothy R. Glenn
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY
INDIVIDUAL NOMINEE, INSERT THAT NOMINEE'S NAME ON
THE LINE PROVIDED BELOW.
----------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED ABOVE.
--------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE NOMINEES LISTED ABOVE. IF ANY OTHER BUSINESS IS
PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF
DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS DISCRETIONARY
AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY
PERSONS AS DIRECTORS WHERE THE NOMINEES ARE UNABLE TO SERVE OR FOR GOOD CAUSE
WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
--------------------------------------------------------------------------------
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting
or at any adjournment thereof and after notification to the Secretary of the
Company at the Annual Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect. The undersigned hereby revokes any and all
proxies heretofore given with respect to the shares of Common Stock held of
record by the undersigned.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting, the Company's Proxy
Statement for the Annual Meeting, dated September 25, 2000, and an Annual Report
to Stockholders for the 2000 fiscal year.
Dated: , 2000
------------------------
--------------------------------- --------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
--------------------------------- --------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which this card was
mailed. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each holder should
sign.
--------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
--------------------------------------------------------------------------------
