<PAGE> 1
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 Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
CITIZEN BANCORP/OR
- --------------------------------------------------------------------------------
(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):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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
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> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF CITIZENS BANCORP
Date of Meeting: April 18, 2000
The Annual Meeting of the shareholders of Citizens Bancorp ("Bancorp") will
be held on April 18, 2000 at 7:00 p.m., Pacific Time in the lobby of the main
office of Citizens Bank, 275 Southwest Third Street, Corvallis, Oregon 97333.
The following items are scheduled to be considered and voted on at the Annual
Meeting:
1. The election of three (3) directors of Bancorp to serve for
three-year terms beginning April 18, 2000.
The management of Bancorp does not intend to present any business at the
Annual Meeting except as described above, and is not aware of any matters to be
brought before the Annual Meeting by shareholders. If any other matters are
properly brought before the Annual Meeting, it is the intention of the persons
named as proxies for voting purposes to vote in accordance with their best
judgment. Only shareholders of record as of the close of business on March 1,
2000 will be entitled to vote at the Annual Meeting.
YOU WILL FIND ENCLOSED A FORM OF PROXY AND A RETURN ENVELOPE. The proxy is
solicited on behalf of the Board of Directors of Bancorp. Each properly
completed proxy returned in time for voting at the Annual Meeting will be voted
in accordance with the instructions provided in the proxy. If no instructions
are provided, the proxy will be voted in favor of management's nominees for
director and in the discretion of management as to other matters that may
properly be raised at the Annual Meeting.
You are cordially invited to attend the Annual Meeting in person. HOWEVER,
WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE, SIGN AND MAIL THE
ENCLOSED PROXY TO AVOID THE EXPENSE OF FURTHER SOLICITATIONS. A MAJORITY OF ALL
ISSUED AND OUTSTANDING SHARES MUST BE REPRESENTED AT THE ANNUAL MEETING IN ORDER
TO TRANSACT BUSINESS. REGARDLESS OF HOW MANY SHARES YOU OWN, YOUR PROXY IS
IMPORTANT IN FULFILLING THE VOTING REQUIREMENT.
If you attend the Annual Meeting, you may withdraw your proxy and vote in
person. In addition, you may revoke the proxy at any time prior to its exercise
by written notification to Bancorp or by timely submission of a proxy bearing a
later date. A shareholder who attends the Annual Meeting need not revoke the
proxy and vote in person unless the shareholder so elects.
BY ORDER OF THE BOARD OF DIRECTORS
William V. Humphreys, President and
Chief Executive Officer, Citizens
Bancorp
<PAGE> 3
PROXY STATEMENT
CITIZENS BANCORP 2000 ANNUAL MEETING
OF SHAREHOLDERS
DATE OF PROXY STATEMENT: MARCH 21, 2000
ANNUAL MEETING INFORMATION
PURPOSES OF ANNUAL MEETING
This Proxy Statement (the "Proxy Statement") is furnished by Citizens
Bancorp ("Bancorp") to its shareholders in connection with the solicitation of
proxies by the Board of Directors of Bancorp for use at the 2000 annual meeting
(the "Annual Meeting") of Bancorp shareholders. The Proxy Statement and the
accompanying form of proxy is being mailed to Bancorp shareholders on or before
March 21, 2000.
At the Annual Meeting, shareholders will consider and vote upon the
following matters:
1. Election of Directors. The election of three (3) directors of
Bancorp to serve for three-year terms beginning April 18, 2000.
2. Other Matters. To consider and vote on such other matters as may
properly be raised at the Annual Meeting. The management of Bancorp does
not intend to present any matters at the Annual Meeting other than as
outlined above, and as of the date of this Proxy Statement has no knowledge
of any matters which may be presented by shareholders of Bancorp at the
Annual Meeting.
DATE, TIME AND PLACE
The Annual Meeting will be held on April 18, 2000 at 7:00 p.m., Pacific
Time, in the lobby of the main office of Citizens Bank, Bancorp's wholly-owned
subsidiary, 275 Southwest Third Street, Corvallis, Oregon 97333. The telephone
number of Citizens Bank at that address is (541) 752-5161.
RECORD DATE AND VOTING RIGHTS
Bancorp's Board of Directors has fixed the close of business on March 1,
2000 as the record date for determining the holders of outstanding shares of
Bancorp's common stock entitled to notice of and to vote at the Annual Meeting.
Each share of Bancorp common stock will be entitled to one vote on the matters
to be considered at the Annual Meeting. The number of shares of common stock of
Bancorp outstanding on the record date is 4,137,629.93 held by 831 shareholders
of record. The number of votes held in the aggregate by the holders of those
shares is 4,137,629.93.
REQUIRED SHAREHOLDER VOTES; EFFECT OF ABSTENTION
The election of directors to the Bancorp Board requires the vote of the
holders of a majority of the issued and outstanding shares of Bancorp's common
stock. An abstention will have the same effect as a vote against a director
nominee and against any other matters submitted for shareholder approval. Broker
non-votes will not be treated as shares present or represented and entitled to
vote at the Annual Meeting.
SOLICITATION AND USE OF PROXIES; REVOCATION
The enclosed proxy is solicited on behalf of the Board of Directors of
Bancorp. Proxies may be solicited by directors, officers and employees of
Bancorp and Citizens Bank by mail, personal interview, telephone or telegram.
All costs of soliciting proxies will be paid by Bancorp. Each properly completed
proxy returned in time for voting at the Annual Meeting will be voted in
accordance with the instructions provided in the proxy. If a signed proxy is
received without voting instructions, the proxy will be voted in favor of
management's nominees for director and in management's discretion as to other
matters raised at the Annual Meeting.
1
<PAGE> 4
Any person providing a proxy in the form accompanying the Proxy Statement
may revoke the proxy at any time prior to its exercise at the Annual Meeting.
The proxy may be revoked by written notification to Bancorp, by timely
submission to Bancorp of a proxy bearing a later date, or by attending the
Annual Meeting and voting in person. Any shareholder who attends the Annual
Meeting need not revoke his or her proxy and vote in person unless he or she so
elects.
RETURN OF PROXIES
Each shareholder is requested to sign and date the accompanying proxy and
return it promptly in the enclosed stamped addressed envelope, whether or not
the shareholder plans to attend the Annual Meeting in person.
BANCORP RESPECTFULLY REQUESTS THAT ALL SHAREHOLDERS RETURN THEIR PROXIES TO
BANCORP AS PROMPTLY AS POSSIBLE.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the ownership of Bancorp common stock, which
is Bancorp's only class of stock issued and outstanding, beneficially owned as
of January 31, 2000 by: (i) the nominees to the Board of Directors of Bancorp;
(ii) the directors of Bancorp continuing in office; and (iii) certain executive
officers of Bancorp and Citizens Bank. The table includes the percentage of
total Bancorp shares owned by each based on total issued and outstanding shares,
as of January 31, 2000, of 4,137,629.93. Except as disclosed below or elsewhere
in this Proxy Statement no person known to Bancorp beneficially owns more than
5% of Bancorp's common stock.
<TABLE>
<CAPTION>
COMMON STOCK
------------------------
PERCENT OF
NUMBER OF OUTSTANDING
SHARES SHARES
---------- -----------
<S> <C> <C>
DIRECTOR NOMINEES
Jock Gibson(1).............................................. 9,664.75 .23%
Eric C. Thompson(2)......................................... 422,112.43 10.20%
James E. Richards(3)........................................ 19,474.26 .47%
DIRECTORS CONTINUING IN OFFICE
Scott A. Fewel(4)........................................... 6,152.99 .15%
William V. Humphreys(5)..................................... 7,685.35 .19%
Duane L. Sorensen(6)........................................ 3,305.62 .08%
John Truax(7)............................................... 4,787.31 .12%
Rosetta C. Venell(8)........................................ 65,214.24 1.58%
All Directors and Director Nominees (8 persons)............. 538,396.96 13.01%
EXECUTIVE OFFICERS(9)
William F. Hubel, Jr........................................ 704.60 **
Steven R. Terjeson.......................................... 362.95 **
Lark E. Wysham.............................................. 481.71 **
Scott M. Zimbrick........................................... 813.70 **
All Directors, Director Nominees and Executive Officers as a
Group (12 persons)........................................ 540,759.91 13.07%
</TABLE>
- ---------------
* Share ownership totals include shares held individually, shares owned
jointly with other persons including spouses, shares held in trust for the
owner or for the owner's minor children or grandchildren, shares owned by
other immediate family members and their spouses, and shares owned or
controlled directly or indirectly by any of the above through partnerships
or corporations, all as more particularly described below.
** Less than .05%.
2
<PAGE> 5
(1) All shares owned jointly with Mr. Gibson's spouse, with whom he shares
voting and investment power.
(2) Includes 108,188.50 shares owned individually, 224,525.14 shares held by a
corporation in which Mr. Thompson is a shareholder and 63,857.13 shares held
by a partnership in which Mr. Thompson is a partner. Also includes 6,278.40
shares held by Mr. Thompson's spouse as a custodian for a minor child, and
6,278.40 shares held by Mr. Thompson as a custodian for a minor child, as to
all of which Mr. Thompson disclaims beneficial ownership. Also includes
12,984.86 shares held in individual retirement accounts. See also the
section and table immediately below for further information concerning the
share ownership of the Gene N. Thompson family.
(3) All shares held in the name of a spousal trust, over which Mr. Richards has
voting and investment power as a trustee.
(4) Includes 3,183.58 shares owned jointly with Mr. Fewel's spouse, with whom he
shares voting and investment power. Also includes 2,959.42 shares held by
Mr. Fewel's spouse as to which Mr. Fewel disclaims beneficial ownership, and
10 shares held by Mr. Fewel as a custodian for a minor grandchild.
(5) All shares owned jointly with Mr. Humphreys' spouse, with whom he shares
voting and investment power.
(6) All shares held in the name of a family limited partnership, over which Mr.
Sorensen has voting and investment power.
(7) All shares owned individually by Mr. Truax.
(8) Includes 37,651.534 shares held by Ms. Venell, 24,513.58 shares held by Ms.
Venell's spouse as to which Ms. Venell disclaims beneficial ownership, and
3,049.12 shares held as a custodian for the benefit of minor grandchildren,
over which Ms. Venell shares voting and investment power.
(9) Excluding William V. Humphreys, President and Chief Executive Officer, whose
ownership is shown under the "Directors Continuing in Office" section of
this table. All shares shown for Messrs. Hubel, Terjeson and Zimbrick are
owned jointly with their respective spouses, with whom each shares voting
and investment power. Shares shown for Ms. Wysham include 360.71 shares
owned jointly with Ms. Wysham's spouse, with whom she shares voting and
investment power, and 119.00 shares held in Ms. Wysham's individual
retirement account.
SECURITIES OWNERSHIP OF GENE N. THOMPSON FAMILY
The Gene N. Thompson family, consisting of retired director Gene N.
Thompson and his wife, their three children Courtenay A. Thompson, Gina L.
Morrow and Eric C. Thompson (who is also a Bancorp director and director
nominee) their children's spouses and their three grandchildren, collectively
are the beneficial owners of 777,254.38 shares of Bancorp common stock, or
18.78%, of the issued and outstanding common stock of Bancorp, based on
4,137,629.93 total issued and outstanding shares as of January 31, 2000. Four
individual members of the Gene N. Thompson family, through individual, custodial
and joint ownership, beneficially own or control more than 5% of Bancorp's
stock. The following table sets forth the ownership of Bancorp common stock (the
only class of issued and outstanding stock of Bancorp) held as of January 31,
2000 by each of these four individuals. The address for mailing purposes of the
Gene N. Thompson family is c/o P O Box 30, Corvallis, Oregon 97339.
<TABLE>
<CAPTION>
COMMON STOCK
------------------------
PERCENT OF
NUMBER OF OUTSTANDING
SHARES* SHARES
---------- -----------
<S> <C> <C>
Courtenay A. Thompson(1).................................... 397,260.40 9.60%
Eric C. Thompson(2)......................................... 422,112.43 10.20%
Gene N. Thompson(3)......................................... 330,088.31 7.98%
Gina L. Morrow(4)........................................... 365,225.56 8.83%
</TABLE>
- ---------------
* Certain individual members of the Gene N. Thompson family share voting and
investment power over certain shares through an Oregon corporation and
through an Oregon general partnership. The total
3
<PAGE> 6
number of shares for which voting and investment power is shared are
included for each such individual. Since such shares have been counted more
than once, the sum of the shares displayed in this column do not equal the
total share ownership of the Gene N. Thompson family, which does not exceed
777,254.15 shares in the aggregate.
(1) Includes 108,878.13 shares owned individually, 224,525.14 shares held by a
corporation in which Ms. Thompson is a shareholder and 63,857.13 shares held
by a partnership in which Ms. Thompson is a partner.
(2) Includes 108,188.50 shares owned individually, 224,525.14 shares held by a
corporation in which Mr. Thompson is a shareholder and 63,857.13 shares held
by a partnership in which Mr. Thompson is a partner. Also includes 6,278.40
shares held by Mr. Thompson's spouse as a custodian for a minor child, and
6,278.40 shares held by Mr. Thompson as a custodian for a minor child, as to
all of which Mr. Thompson disclaims beneficial ownership. Also includes
12,984.86 shares held in individual retirement accounts.
(3) Includes 30,443.77 shares owned directly and 224,525.14 shares held by a
corporation in which Mr. Thompson and his spouse are shareholders. Also
includes 68,869.76 shares held as a custodian for the benefit of minor
grandchildren and 6,249.64 shares held by Mr. Thompson's spouse, as to which
he disclaims beneficial ownership in each case.
(4) Includes 140,700.42 shares owned individually and 224,525.14 shares held by
a corporation in which Ms. Morrow is a shareholder.
ELECTION OF DIRECTORS
NOMINEES TO THE BOARD OF DIRECTORS OF BANCORP
Under Bancorp's Articles of Incorporation, the Bancorp Board is divided
into three classes, providing for staggered three-year terms for directors.
Prospective Board members can be nominated to any of the three classes,
depending on Board vacancies, as long as there are at least two members in each
class. The Board may have no less than eight (8) and no more than twelve (12)
members in total.
Management proposes the following nominees for election to the Board of
Directors of Bancorp for three-year terms beginning April 18, 2000. All of these
nominees are presently members of Bancorp's Board of Directors. The present
terms of each of these nominees expire on April 18, 2000.
Nominee No. 1: JOCK GIBSON, age 58, is the President of Lochmead Dairy,
Inc., a dairy food processing company, and the Vice President of Dari Mart
Stores, a retail grocery. He has been in the dairy food processing and retail
business since 1965. He has been a director of Citizens Bank since 1993 and a
director of Bancorp since its formation in 1997. Since January 1, 2000, Mr.
Gibson has served as Chairman of the Bancorp and Citizens Bank Boards of
Directors.
Nominee No. 2: JAMES E. RICHARDS, age 61, is General Manager of Fisher
Implement Company, a farm implement distributor in Albany, Oregon. Mr. Richards
has been in the farm implement business since 1964. He has been a director of
Citizens Bank since 1988 and a director of Bancorp since its formation in 1997.
Nominee No. 3: ERIC C. THOMPSON, age 36, is the President of Thompson
Timber Company and President of TTT Timber, Inc., both of Philomath, Oregon. Mr.
Thompson has been in the timber business since 1981, and is a 1985 graduate of
Oregon State University with a Bachelor of Science degree in forest management.
He was appointed to the Bancorp Board and to the Board of Directors of Citizens
Bank on January 1, 2000.
To be elected, each director nominee must receive the affirmative vote of
the holders of a simple majority of Bancorp's common stock represented in person
or by proxy at the 2000 Annual Meeting. An abstention will
4
<PAGE> 7
have the same effect as a vote against a director nominee. Broker non-votes will
not be treated as shares present or represented and entitled to vote at the
Annual Meeting.
THE BOARD OF DIRECTORS OF BANCORP RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
DIRECTOR NOMINEES SET FORTH ABOVE.
Although Bancorp knows of no reason why any of the above nominees may be
unable or unwilling to serve, if any nominee becomes unable or unwilling to
serve, it is the intention of the persons named in the proxy to vote for any
substitute nominee the Board of Directors of Bancorp may recommend.
MEMBERS OF THE BANCORP BOARD CONTINUING IN OFFICE
The following individuals are presently members of the Board of Directors
of Bancorp whose terms in office do not expire on the date of the 2000 Annual
Meeting.
SCOTT A. FEWEL, age 53, is an attorney in private practice in the law firm
of Fewel & Brewer in Corvallis, Oregon. Mr. Fewel has practiced law for over 28
years, and served as the City Attorney for Corvallis, Oregon from 1971 to 1981
and from 1992 to the present. Mr. Fewel also serves on the Board of Directors of
the Benton County Foundation. He has been a director of Citizens Bank since 1996
and a director of Bancorp since its formation in 1997. Mr. Fewel's term as
director expires on the date of the 2002 Annual Meeting of Bancorp.
WILLIAM V. HUMPHREYS, age 52, has served as the President and Chief
Executive Officer of Citizens Bank since January 2, 1996, and as the President
and Chief Executive Officer of Bancorp since its formation as the holding
company of Citizens Bank in 1997. Mr. Humphreys has been in the banking industry
since 1968, and prior to his employment at Bancorp served as the President and
Chief Executive Officer of another Oregon community bank for eight years. He has
been a director of Citizens Bank since 1996 and a director of Bancorp since its
formation in 1997. Mr. Humphreys' term as director expires on the date of the
2001 Annual Meeting of Bancorp.
DUANE L. SORENSEN, age 59, is the President of Waste Control Systems, Inc.,
a solid waste management company headquartered in Corvallis, Oregon. Mr.
Sorensen has been in the waste management business for 22 years, and is the past
President of the Oregon Refuse and Recycling Association, a trade association.
He also serves on the board of directors of Samaritan Health Services and of
Good Samaritan Hospital in Corvallis, Oregon. Mr. Sorensen became a director of
Bancorp and of Citizens Bank in April 1998. Mr. Sorensen's term as director
expires on the date of the 2002 Annual Meeting of Bancorp.
JOHN TRUAX, age 45, is the President of Truax Corporation, a distributor of
petroleum products. He has been in the petroleum distribution business since
1976. He has been a director of Citizens Bank since 1995 and a director of
Bancorp since its formation in 1997. Mr. Truax's term as director expires on the
date of the 2001 Annual Meeting of Bancorp.
ROSETTA C. VENELL, age 60, is the secretary-treasurer of Venell Farms,
Inc., Venell Pellets, Inc. and Mid-Valley Agricultural Products, Inc., and is
involved in the daily management of these companies. She has been in the
agriculture business, including farming and seed marketing, since 1957. Ms.
Venell is also a director of Good Samaritan Hospital in Corvallis, Oregon. She
has been a director of Citizens Bank since 1981 and a director of Bancorp since
its formation in 1997. Ms. Venell's term as director expires on the date of the
2002 Annual Meeting of Bancorp.
MEMBERS OF THE BOARD OF DIRECTORS OF CITIZENS BANK
During 1999 and as of the date of this Proxy Statement the members of the
Board of Directors of Bancorp and of Citizens Bank, the wholly-owned subsidiary
of Bancorp, were and are identical. Shareholders of Bancorp do not elect the
members of the Board of Directors of Citizens Bank. Bancorp, acting through its
Board of Directors, elects the Board of Directors of Citizens Bank.
5
<PAGE> 8
EMERITUS DIRECTORS OF CITIZENS BANCORP AND CITIZENS BANK
In 1999 two emeritus directors, Dr. Larry C. Hunter and James Eickelberg,
served on the Bancorp and Citizens Bank boards. Gene N. Thompson became an
emeritus director upon his retirement from the Bancorp and Citizens Bank boards
effective December 31, 1999.
Under the Bylaws of Bancorp and Citizens Bank, an emeritus director has no
voting rights as a director, and may attend meetings of the boards of Citizens
Bank and Bancorp upon the invitation of the board. Emeritus directors receive
the regular monthly attendance fee payable to voting directors, may be removed
from office by a simple majority vote of directors at any time, and may not
serve past the date on which the emeritus director reaches age 70.
JAMES EICKELBERG, age 69, retired from the Board of Citizens Bank in 1996,
which he first joined in 1981. Mr. Eickelberg was a partner in the Corvallis,
Oregon law firm of Eickelberg & Fewel prior to his retirement from that firm.
DR. LARRY C. HUNTER, age 68, a private investor and an independent computer
consultant, retired from the Boards of Bancorp and of Citizens Bank in April of
1998. Upon his retirement, Dr. Hunter was elected by the Bancorp Board to serve
as an emeritus director. Until its sale in 1996, Dr. Hunter was the President of
Hunter International, Inc., a software development and computer consulting
company. He has been in the computer software business since 1968. Until his
retirement, Mr. Hunter was a voting director of Citizens Bank beginning in 1982,
and voting director of Bancorp since its formation in 1997.
GENE N. THOMPSON, age 63, the co-owner and operator of Thompson Timber Co.,
retired from the Boards of Bancorp and of Citizens Bank in December 1999. Mr.
Thompson has been in the business of logging, hauling and selling timber since
1959. Until his retirement, Mr. Thompson had been a director of Citizens Bank
since 1980 and a director of Bancorp since its formation in 1997.
EXECUTIVE OFFICERS OF BANCORP AND OF CITIZENS BANK
The executive officers* of Bancorp and of Citizens Bank are William F.
Hubel, Jr., William V. Humphreys, Steven R. Terjeson, Lark E. Wysham and Scott
M. Zimbrick. The following table sets forth in summary form information about
these executive officers.
<TABLE>
<CAPTION>
YEARS OF BANKING
NAME AGE POSITION EXPERIENCE
---- --- -------- ----------------
<S> <C> <C> <C>
William F. Hubel, Jr. ...... 44 Sr. Vice President and Chief Operating 22
Officer, Citizens Bank
William V. Humphreys........ 52 President and Chief Executive Officer, 32
Bancorp and Citizens Bank
Steven R. Terjeson.......... 43 Sr. Vice President and Chief Lending 18
Officer, Citizens Bank
Lark E. Wysham.............. 50 Sr. Vice President and Chief Financial 23
Officer, Bancorp and Citizens Bank
Scott M. Zimbrick........... 44 Sr. Vice President and Chief Marketing 21
Officer, Citizens Bank
</TABLE>
WILLIAM F. HUBEL, JR., age 44, is a Senior Vice President and the Chief
Operating Officer of Citizens Bank. His responsibilities include managing all
branch operations for Citizens Bank. He joined Citizens Bank in 1998. Prior to
that time, he served as a Vice President for Wells Fargo Bank, and has over 22
years of experience in the banking industry. He is a 1977 graduate of Western
Oregon State College, and a 1990 graduate of the Pacific Coast Banking School.
- ---------------
*(One executive officer of Citizens Bank, Daniel E. Wybenga, age 58,
retired from his position as Executive Vice President of Citizens Bank on July
1, 1999.)
6
<PAGE> 9
WILLIAM V. HUMPHREYS, age 52, is the President and Chief Executive Officer
of Bancorp and of Citizens Bank. Mr. Humphreys is a director of Bancorp, and
information concerning his business experience and background is contained in
the section above entitled "Members of the Bancorp Board Continuing in Office."
STEVEN R. TERJESON, age 43, is Senior Vice President and Chief Lending
Officer of Citizens Bank. He is in charge of loan administration, and his
responsibilities include supervising the loan portfolio of Citizens Bank. He
joined Citizens Bank in 1996. Prior to his present appointment he served as Vice
President and Manager of the Citizens Bank Albany area offices, and has a total
of 18 years of experience in the banking industry. Mr. Terjeson is a 1979
graduate of the University of Oregon, and a graduate of the Northwest
Intermediate Commercial Lending School.
LARK E. WYSHAM, age 50, is Senior Vice President and the Chief Financial
Officer of Bancorp and of Citizens Bank. She joined Bancorp and Citizens Bank in
1997. From 1995 to 1997 she served as Executive Vice President and Chief
Operations Officer of Columbia River Bank. For many years prior to 1995 she was
the Vice President/Operations of Juniper Banking Company. Ms. Wysham has 23
years of experience in the banking industry. She is a 1987 graduate of the Bank
Administration Institute and a 1990 graduate of the Northwest Intermediate
Commercial Lending School.
SCOTT M. ZIMBRICK, age 44, is a Senior Vice President and Chief Marketing
Officer of Citizens Bank. He joined Citizens Bank in 1997. Prior to that time he
served for many years as Vice President and Marketing Area Manager for First
Interstate Bank and Wells Fargo Bank. Mr. Zimbrick has over 21 years of
experience in the banking industry. He is a 1978 graduate of the University of
Oregon and a 1996 graduate of the Pacific Coast Banking School.
1999 BOARD AND COMMITTEE MEETINGS OF BANCORP
The Board of Directors of Bancorp held a total of 12 regularly scheduled
Bancorp Board meetings during the 1999 calendar year. Each member of the Board
of Directors, excluding the Board's two emeritus directors, attended at least
seventy-five percent (75%) of the meetings the director was entitled to attend.
Emeritus Director Dr. Larry C. Hunter attended no Bancorp Board meetings in
1999. Emeritus Director James Eickelberg attended one Bancorp Board meeting in
1999. The Board of Directors of Bancorp appointed no committees during the
calendar year ending December 31, 1999.
1999 BOARD AND COMMITTEE MEETINGS OF CITIZENS BANK
The Board of Directors of Citizens Bank held a total of 12 regularly
scheduled Board meetings and one special Board meeting during the 1999 calendar
year. Each member of the Board of Directors, excluding the Board's two emeritus
directors, attended at least seventy-five percent (75%) of the meetings the
director was entitled to attend. Emeritus Director Dr. Larry C. Hunter attended
no Citizens Bank Board meetings in 1999. Emeritus Director James Eickelberg
attended one Citizens Bank Board meeting in 1999.
The Board of Directors of Citizens Bank appointed seven committees during
the calendar year ending December 31, 1999: (1) the Audit/Examination Committee,
(2) the Human Resources Committee, (3) the Investment/Asset-Liability Committee,
(4) the Lending/CRA Committee, (5) the Nominating Committee, (6) the Management
Review Committee, and (7) the EDP/Technology Committee.
The Audit/Examination Committee met three times during calendar 1999. This
Committee reviews Citizens Bank's compliance with audit and bank policies and
procedures, reviews reports prepared by Bancorp's and Citizens Bank's
accountants, recommends the selection of Bancorp's and Citizens Bank's outside
accountants, and advises the Board of Directors concerning Citizens Bank's
compliance with Bank policy and federal and state regulations. In 1999 the
members of this Committee were Scott A. Fewel, Chairperson, Jock Gibson, Gene N.
Thompson and Rosetta C. Venell. Each member of this Committee attended at least
67% of the meetings the member was entitled to attend, except for Gene N.
Thompson, who attended only one meeting.
The Human Resources Committee met two times during calendar 1999. This
Committee evaluates the performance of Citizens Bank's executive officers, makes
recommendations to the Board of Directors
7
<PAGE> 10
concerning compensation and personnel issues, reviews and makes recommendations
concerning employee benefits issues, and reviews and monitors any claims of
employees against Citizens Bank. The members of this Committee in 1999 were Jock
Gibson, William V. Humphreys, Gene N. Thompson and James E. Richards,
Chairperson. Each member of this Committee attended 100% of the meetings the
member was entitled to attend. In addition, directors Scott A. Fewel and Rosetta
C. Venell each attended one meeting of this Committee.
The Investment/Asset Liability Committee met three times during calendar
1999. This Committee was formed to establish, update and monitor Citizens Bank's
policies concerning asset, liability, liquidity, investment, interest rate and
market risk management, oversee the management of these functions, and recommend
to the Board of Directors where appropriate the retention of securities advisors
and brokers. In 1999 the members of this Committee were William V. Humphreys,
Duane L. Sorensen, John Truax and Rosetta C. Venell, Chairperson. Each member of
this Committee attended 100% of the meetings the member was entitled to attend,
except for John Truax and Duane L. Sorensen, who each attended 1 of 3 meetings.
In addition, directors Scott A. Fewel, James E. Richards and Gene N. Thompson
each attended one meeting of this Committee.
The Lending/CRA Committee met 11 times in calendar 1999. This Committee
reviews Citizens Bank's compliance with Citizens Bank's loan and CRA policies
and procedures, advises the Board of Directors of any material violations of
these policies, and reviews and approves loans recommended by Citizens Bank's
management that exceed internal approval limits. In 1999 the members of this
Committee were Scott A. Fewel, William V. Humphreys, Chairperson, James E.
Richards and Duane L. Sorensen. Each member of this Committee attended at least
64% of the meetings the member was entitled to attend.
The Nominating Committee met once in calendar 1999. This Committee
recommends prospective members of the Board of Directors of Citizens Bank. The
members of the Nominating Committee in 1998 were Scott A. Fewel, James E.
Richards, Gene N. Thompson, Chairperson and Rosetta C. Venell. Each member of
this Committee attended the meeting.
The Management Review Committee met two times in calendar 1999. This
Committee evaluates the performance of Citizens Bank's President and Chief
Executive Officer and recommends compensation for this officer. The members of
this Committee consist of all of the outside directors of Citizens Bank. The
Chairperson was Gene N. Thompson. Each member of this Committee attended 100% of
the meetings the member was entitled to attend, except for John Truax and
Rosetta C. Venell, each of whom attended one meeting.
The EDP/Technology Committee met once during calendar 1999. This Committee
reviews Citizens Bank's data processing operations and procedures as well as
various technology issues, and makes recommendations on technology investments.
In 1999 the members of this Committee were William V. Humphreys, Duane L.
Sorensen, and John Truax. The Committee also included non-director members Jub
Leelaamornvichet, a Vice President of Citizens Bank, and William F. Hubel, Jr.,
Senior Vice President and Chief Operating Officer of Citizens Bank. Each member
of this Committee attended the meeting.
OTHER BUSINESS
Bancorp's management knows of no matters to be brought before the 2000
Annual Meeting for a vote other than those matters described above in this Proxy
Statement. However, if other matters are presented for a vote at the Annual
Meeting, the proxy holders will vote the shares represented by properly executed
proxies according to their judgment on those matters. At the Annual Meeting,
management will report on Bancorp's business, and shareholders will have an
opportunity to ask questions. For information concerning the procedures provided
by Bancorp's Articles of Incorporation for the presentation of business by
shareholders at an annual meeting, see the section below entitled "Proposals of
Shareholders."
8
<PAGE> 11
MANAGEMENT COMPENSATION INFORMATION
EXECUTIVE COMPENSATION
The following table shows the compensation paid by Citizens Bank for
services rendered during the calendar years 1999, 1998 and 1997 by the President
and Chief Executive Officer of Citizens Bank. No other officer or employee of
Citizens Bank earned compensation consisting of salary and bonus which exceeded
$100,000 for these calendar years. Officers of Bancorp, including Mr. Humphreys,
do not receive separate compensation for services rendered in their capacity as
Bancorp officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
--------------------------- ---- -------- ------- ---------------
<S> <C> <C> <C> <C>
William V. Humphreys............................ 1999 $151,000 $20,000 $30,000
President and Chief 1998 $145,000 $25,000 $30,000
Executive Officer 1997 $122,000 $18,000 $27,000
</TABLE>
- ---------------
(1) Includes an automobile allowance of $500 per month. Mr. Humphreys was also
reimbursed for club membership dues for the years shown. The total of the
perquisites received by Mr. Humphreys, including the automobile allowance
and club dues, did not exceed 10% of his salary plus bonus for the years
shown. Also includes discretionary contributions made by Citizens Bank of
$24,000 (in 1999), $24,000 (in 1998) and $21,000 (in 1997) to Citizens
Bank's Employee Profit-Sharing and Retirement Plan.
DIRECTOR COMPENSATION
The members of the Board of Directors of Bancorp do not receive separate
compensation for serving as Board members of Bancorp.
Six of the eight directors of Citizens Bank received compensation of $850
per month in calendar 1999. The Chairman of the Citizens Bank Board was paid
compensation of $1,700 per month. No compensation was paid to the President and
Chief Executive Officer of Citizens Bank for his service as a Citizens Bank
director. Each emeritus director of Citizens Bank received compensation of $850
per month. The compensation paid to outside and emeritus directors constitutes
the entire compensation paid to them for their work as directors, including
preparing for and attending regular and special Board meetings, preparing for
and attending committee meetings, and rendering advice and assistance to
Citizens Bank in their capacities as directors.
PROFIT-SHARING RETIREMENT PLAN
Citizens Bank has had an Employee Profit-Sharing and Retirement Plan (the
"Plan") in effect since 1960. All Citizens Bank employees who have been employed
by Citizens Bank for 12 consecutive months and for 1000 hours or more are
eligible to participate on the next July 1 or January 1 after the requirement is
met. Members of the Board of Directors of Bancorp or of Citizens Bank are not
eligible to participate unless they are also Citizens Bank employees. The Plan
is qualified as a retirement plan under the Employee Retirement Income Security
Act of 1974. The normal retirement age under the Plan is 65.
Contributions to the Plan are made at the sole discretion of the Citizens
Bank Board of Directors. Employees may not make contributions. The benefits
payable to an employee covered by the Plan depend on a number of factors,
including Citizens Bank's contributions to the Plan, the present and future
compensation paid to the employee and the performance of the investments
purchased and managed under the Plan.
The amount approved by the Citizens Bank Board of Directors for
contribution to the Plan in any fiscal year may not exceed 15% of the value of
the aggregate eligible compensation paid to participants in the Plan.
Contributions to the Plan are allocated by the Plan trustee and administrator
among Plan participants on a pro-rata basis as determined by the yearly eligible
compensation of each participant.
9
<PAGE> 12
As of December 31, 1999 there were a total of five executive officers and
100 other employees of Citizens Bank who were participants in the Plan. The
executive officer participants were: (1) William V. Humphreys, President and
Chief Executive Officer; (2) Daniel E. Wybenga, Executive Vice President
(retired July 1, 1999); (3) Lark E. Wysham, Senior Vice President and Chief
Financial Officer; (4) Scott M. Zimbrick, Senior Vice President and Chief
Marketing Officer; and (5) Steven R. Terjeson, Senior Vice President and Chief
Lending Officer.
The following table shows the amounts expensed by Citizens Bank as
contributions to the Plan for the fiscal year ending December 31, 1999 for the
participants shown, and the aggregate value of contributions under the Plan as
of the end of that period.
<TABLE>
<CAPTION>
AMOUNT EXPENSED IN AGGREGATE VALUE ACCRUED
FISCAL YEAR 1999 AS OF DECEMBER 31, 1999
------------------ -----------------------
(ESTIMATE)
<S> <C> <C>
Executive Officers as a Group (5 Total)................. $ 74,079.60 $ 74,079.60
Citizen Bank Employees as a Group (Excluding Executive
Officers)............................................. $255,920.40 $266,421.58
----------- -----------
Totals for All Participants (105 Total
Participants)............................... $330,000.00 $334,501.18
</TABLE>
STOCK OPTIONS
In November 1998, Bancorp's Board of Directors adopted, subject to
shareholder approval, the 1998 Incentive Stock Option Plan (the "ISOP"). The
ISOP was approved by Bancorp's shareholders at the 1999 Annual Meeting. The ISOP
allows Bancorp to grant stock options to employees of Bancorp and its subsidiary
Citizens Bank. No more than 4% of Bancorp's issued and outstanding common stock
may be issued in the form of stock options under the ISOP.
The purpose of the ISOP is to enable Bancorp and its subsidiaries to
attract and retain experienced and able employees and to motivate these
individuals to exert their best efforts for Bancorp and its shareholders.
Stock-based compensation is a key tool for the retention of employees. Stock
options have value only if Bancorp's stock price increases above the fair market
value of the stock on the grant date and the employee remains on the job for the
period required for the option to be exercised. In addition, stock options link
the value of the grant to the value of Bancorp's stock. This aligns the
interests of the recipient with the interests of all shareholders, providing an
incentive for the recipient to maximize shareholder value. Management believes
that the issuance of stock options can be effective in motivating and retaining
employees.
The ISOP authorizes two kinds of stock option grants of the common stock
(the "Stock") of Bancorp, Incentive Stock Options as defined in the Internal
Revenue Code of 1986, as amended, and Non-Statutory Stock Options. Each option
grant must be specifically designated as either an Incentive Stock Option or a
Non-Statutory Stock Option. The difference between the two types of stock
options arises chiefly from the tax consequences associated with the option.
Grants of stock options may be made under the ISOP only to officers and key
employees of Bancorp whom the Board believes have made, or will make, an
essential contribution to Bancorp. Bancorp directors are not eligible for option
grants unless the director is also an employee of Bancorp or Citizens Bank.
The ISOP is administered by Bancorp's Board of Directors, which may adopt
or amend rules and regulations for its administration, and which may delegate
administration to a committee of the Board. The grant of stock options under the
ISOP are be at the complete discretion of Bancorp's Board, which has and shall
retain the sole authority to grant options. The amount, terms and conditions of
all option grants under the ISOP are determined by the Board, subject to the
limitations imposed by the ISOP and by applicable law and regulation.
At the time an option grant is made under the ISOP, the terms of the grant
must specify the price at which the recipient of the option may exercise the
option. To exercise an option means to purchase the stock at the exercise price.
The ISOP requires that the exercise price of all stock options approved for
grant shall be the fair market value of Bancorp's common stock on the date of
grant. Since Bancorp's common stock is infrequently traded and is not quoted on
any established stock market or quotation system, the Board chooses
10
<PAGE> 13
and applies an appropriate valuation method at the time of grant, consistent
with its fiduciary duties. In the event of a stock split, recapitalization or
other similar event, the exercise price of outstanding options or rights already
awarded are adjusted in order to prevent either the dilution or the enlargement
of the benefit intended at the time of the original grant.
As of December 31, 1999 options covering a total of 14,500 shares of
Bancorp's common stock had been granted to a total of 26 employees at an
exercise price of $13.00 per share. At December 31, 1999, 4% of the shares of
Bancorp's issued and outstanding shares, the total available for grant under the
ISOP, amounted to 165,505 shares of common stock. After the foregoing grants,
therefore, a total of 151,005 shares of common stock remained available for
grant as of the end of the 1999 fiscal year.
STOCK BONUSES
In November 1998, Bancorp's Board of Directors adopted, subject to
shareholder approval, the 1998 Stock Bonus Plan (the "Bonus Plan"). The Bonus
Plan was approved by Bancorp's shareholders at the 1999 Annual Meeting. As with
the ISOP, the purpose of the Bonus Plan is to enable Bancorp and Citizens Bank
to attract and retain experienced and able employees, and to provide an
incentive to these individuals to exert their best efforts for Bancorp and its
shareholders. No more than 1% of Bancorp's issued and outstanding common stock
may be issued under the Bonus Plan.
Grants of stock under the Bonus Plan may be made only to officers and key
employees of Bancorp whom the Board believes have made, or will make, an
essential contribution to Bancorp. Bancorp directors are not eligible for grants
under the Bonus Plan unless the director is also an employee of Bancorp or
Citizens Bank.
The Bonus Plan is administered by Bancorp's Board of Directors, which may
adopt or amend rules and regulations for its administration, and which may
delegate administration to a committee of the Board. The grant of stock under
the Bonus Plan is at the complete discretion of Bancorp's Board, which has and
shall retain the sole authority to make such grants. The amount, terms and
conditions of all grants under the Bonus Plan are determined by the Board,
subject to the limitations imposed by the Bonus Plan and by applicable law and
regulation.
As of December 31, 1999 no grants of Bancorp common stock had been made to
employees of Bancorp under the Bonus Plan. As of that date 1% of the shares of
Bancorp's issued and outstanding shares, the total available for grant under the
Bonus Plan, amounted to 41,376 shares of common stock.
METHODS AND PROCEDURES FOR SETTING EXECUTIVE COMPENSATION AND REPORT OF
COMMITTEES
Annual compensation for the President and Chief Executive Officer of
Citizens Bank is determined directly by the Management Review Committee of the
Citizens Bank Board. This Committee consists of Citizens Bank's all outside
directors. For all other executive officers of Citizens Bank, annual
compensation is approved by the entire Citizens Bank Board based on the
recommendations of the Board's Human Resources Committee. Compensation of
executive officers consists of a base salary, an annual bonus, and discretionary
contributions under the Employee Profit Sharing and Retirement Plan of Citizens
Bank, as well as health and disability insurance and other non-cash benefits
similar to those afforded to all employees of Citizens Bank.
The general policy of the Board of Directors and the Board's Human
Resources Committee in determining executive compensation, including the
compensation of the President and Chief Executive Officer, is to attract and
retain the highest quality talent to lead Bancorp, and to reward key executives
based upon their individual performance and the performance of Bancorp and
Citizens Bank. The Board believes that providing incentives to, and rewarding
the performance of, Bancorp's officers enhances the profitability of the
organization.
In setting executive officer compensation, Citizens Bank does not presently
employ quantitative methods, such as basing compensation directly on the
achievement of specific numerical performance targets or goals. Compensation for
each officer, including the President and Chief Executive Officer, is set
individually based on a performance review. The review takes into account such
factors as the quality of the officer's performance for the year, the year over
year growth and return on assets achieved by Citizens Bank, and the extent to
11
<PAGE> 14
which, in the ultimate judgment of the Board, the officer has contributed to
enhancing shareholder value. Citizens Bank also collects compensation data from
national surveys and peer group banks. This data is used as a reference point to
set compensation at what the Board believes are competitive levels. In general,
the Board strives to assure that its executive officer compensation levels
approximate the median level for peer group banks.
In determining the 1999 base salary of William V. Humphreys, the President
and Chief Executive Officer of Bancorp and Citizens Bank, the Board reviewed
relevant peer group compensation surveys of Oregon banking institutions. This
information was used with the intent to provide Mr. Humphreys with base
compensation that is comparable to chief executives of banking institutions
comparable to Bancorp and Citizens Bank. Base compensation for other executive
officers was determined with reference to the same information.
In awarding bonuses and making discretionary contributions to its Employee
Profit Sharing and Retirement Plan, Citizens Bank employs no numerical formulas,
and does not guarantee its executive officers that such awards or contributions
will be made. However, the amount of compensation potentially available for such
purposes does depend on Citizens Bank's return on assets for the year and on its
return on shareholders' equity.
For the 1999 fiscal year, Citizens Bank did increase its awards of bonuses
and discretionary retirement plan contributions to certain executive officers,
other than the President and Chief Executive Officer, because of the strength of
Citizens Bank's overall performance for the year, as measured by the achievement
of certain goals set by the Board at the beginning of 1999. These goals included
return on equity, return on assets, asset growth and operational efficiency.
However, the bonus awarded to the President and Chief Executive Officer was
decreased in 1999 over 1998, reflecting the Bank's failure to meet a return on
equity goal for 1999. Notwithstanding the general discussion of performance
criteria in this paragraph, the Board's decisions concerning executive officer
bonuses and discretionary contributions were not based upon the attainment of
any specific quantitative performance objectives.
This report is submitted by the Management Review Committee (Scott A.
Fewel, Jock Gibson, James E. Richards, Duane L. Sorensen, Gene N. Thompson, John
Truax and Rosetta C. Venell) and the Human Resources Committee (Jock Gibson,
William V. Humphreys, James E. Richards and Gene N. Thompson).
TRANSACTIONS WITH EXECUTIVE OFFICERS AND DIRECTORS
Citizens Bank extends credit from time to time to some of the executive
officers and directors of Bancorp and of Citizens Bank in the ordinary course of
business. All such loans are made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and the loans do not involve more than the
normal risk of collectibility or present any other unfavorable features. As of
December 31, 1999 there were outstanding loans to a total of 13 executive
officers and directors of Bancorp or to companies in which such executive
officers or directors have an interest. The total of all such loans, plus
unfilled commitments to lend, was $9,644,375. None of these loans were
delinquent as of December 31, 1999.
As of December 31, 1999 no indebtedness of any one individual or company
exceeded 10% of the equity capital accounts of Bancorp and its wholly-owned
subsidiary, Citizens Bank.
ADDITIONAL INFORMATION
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Bancorp believes that all Forms 3, 4 and 5 required to be filed, pursuant
to the Securities Exchange Act of 1934, as amended, by its directors, officers
and others who are required to file such reports were timely filed during the
1999 fiscal year.
12
<PAGE> 15
INDEPENDENT ACCOUNTANTS AND AUDITORS
The accounting firm of Knight, Vale and Gregory, PLLC ("KVG") served as
Bancorp's independent accountant and independent auditor to audit Bancorp's
financial statements for the fiscal year 1999. No representative of KVG will be
present at the Annual Meeting.
Citizens Bank retained the firm of Shiraishi and Kitchen, Inc. to perform
the internal operational audit of Citizens Bank for fiscal 1999.
ANNUAL REPORT AND ADDITIONAL INFORMATION
THE BANK'S ANNUAL REPORT TO SHAREHOLDERS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 1999, INCLUDING THE FINANCIAL STATEMENTS OF BANCORP AND ITS
SUBSIDIARY AND THE NOTES RELATING THERETO, TOGETHER WITH THE REPORT OF THE
INDEPENDENT AUDITORS AND OTHER INFORMATION CONCERNING BANCORP, WILL BE SENT TO
SHAREHOLDERS ON OR ABOUT THE DATE OF MAILING TO SHAREHOLDERS OF THIS PROXY
STATEMENT. ADDITIONAL COPIES OF THE 1999 ANNUAL REPORT, AND COPIES (NOT
INCLUDING EXHIBITS) OF BANCORP'S FORM 10-K FOR THE 1999 FISCAL YEAR TO BE FILED
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON OR BEFORE MARCH 31,
2000 MAY BE OBTAINED WITHOUT CHARGE FROM LARK E. WYSHAM, CHIEF FINANCIAL
OFFICER, CITIZENS BANCORP, P. O. BOX 30, CORVALLIS, OREGON 97339. COPIES OF
EXHIBITS TO BANCORP'S FORM 10-K WILL BE PROVIDED UPON PAYMENT OF BANCORP'S
REASONABLE EXPENSES INCURRED IN FURNISHING SUCH EXHIBITS IN THE AMOUNT OF $.25
PER PAGE. BANCORP'S FILINGS WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION ARE ALSO AVAILABLE AT THE WEBSITE MAINTAINED BY THAT AGENCY AT
HTTP://WWW.SEC.GOV.
PROPOSALS OF SHAREHOLDERS
Shareholders may present matters for consideration at any annual meeting of
Bancorp. Shareholders are reminded that under Article VII of the Articles of
Incorporation of Bancorp, there are certain procedural requirements relating to
the presentation of business at an annual meeting by a shareholder. Unless
otherwise permitted by the Board of Directors, any business, including without
limitation nominations of directors, may be properly brought before an annual
shareholders meeting, or before any special meeting of shareholders, by a
shareholder only upon the shareholder's timely notice in writing to the
Secretary of Bancorp. To be timely, a shareholder's written notice must be
physically received at the principal executive offices of Bancorp not later than
the close of business on the thirtieth (30th) calendar day before the date of
the meeting.
The notice provided by the shareholder must set forth (i) a brief
description of each matter desired to be brought before the meeting and the
reason for conducting such business at the meeting, (ii) the name and address of
the proposing shareholder, (iii) the class and number of shares of stock of
Bancorp which are beneficially owned by the proposing shareholder, (iv) any
material interest of the shareholder in the business proposed, and (v) as for
each person whom the shareholder proposes to nominate for election as a director
(a) the name, age, business address, and residence address of such person, (b)
the principal occupation or employment of such person, (c) the class and number
or shares of stock, if any, of Bancorp which are beneficially owned by such
person, (d) the proposed nominee's written consent, and (e) any other
information relating to such person that is required to be disclosed or is
otherwise required by any applicable law.
For shareholder proposals to be considered at the 2001 Annual Meeting of
shareholders, if a shareholder wishes to present a proposal at that Annual
Meeting and also wishes to have the proposal included in
13
<PAGE> 16
Bancorp's official Proxy Statement for the 2001 Annual Meeting, the written
notice of proposal must be submitted to the Secretary of Bancorp no later than
December 31, 2000.
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------------------------
1994 1995 1996 1997 1998 1999
---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
CITIZENS BANCORP*..................... $100 111.95 152.67 240.20 342.91 322.32
S&P 500............................... $100 137.62 167.91 225.06 288.00 348.91
S&P MAJOR REGIONAL BANKS.............. $100 155.97 212.98 323.44 357.69 308.39
</TABLE>
- ---------------
* Bancorp became the holding company of Citizens Bank effective July 1, 1997,
and the stock performance data shown above encompasses the performance of
Citizens Bank common stock prior to that date. This stock performance data is
based solely on prices reported to Bancorp and to Citizens Bank for specific
transactions between buyers and sellers who informed Bancorp or Citizens Bank
of specific transactions. There was and is no established market for the
common stock of either Bancorp or Citizens Bank, and their common stock was
not and is not listed on any exchange or other trading or quotation system.
Stock performance data for these entities may not represent all transactions
in the shares traded for the periods in question, and no assurance can be
given as to the accuracy of reported prices, as the prices were not
independently verified. The data is based on prices for actual sales
transactions only, and excludes offers to buy or offers to sell.
14
<PAGE> 17
CITIZENS BANCORP - VOTING PROXY
I (we), whose signature(s) appear on the reverse side of this proxy, hereby
appoint Rosetta C. Venell and Lark E. Wysham and each of them as proxies to vote
all shares of stock of Citizens Bancorp that I (we) would be entitled to vote at
the Annual Meeting of shareholders of Citizens Bancorp, to be held on April 18,
2000 at 7:00 p.m. Pacific Time, in Corvallis, Oregon, and at any adjournments
thereof, with all powers I (we) would have if personally present, and as
instructed below. THIS PROXY IS TO BE VOTED AS SPECIFIED BELOW, OR IF NO
SELECTIONS ARE MADE, SHALL BE VOTED FOR THE PROPOSALS SHOWN. THIS PROXY MAY ALSO
BE VOTED IN MANAGEMENT'S DISCRETION ON ANY OTHER MATTERS COMING BEFORE THE
ANNUAL MEETING.
ELECTION OF DIRECTORS -- Management's Nominees
Jock Gibson Eric C. Thompson James E. Richards
<TABLE>
<S> <C>
______ FOR all nominees (except as shown) ______ WITHHOLD AUTHORITY
</TABLE>
To vote against an individual nominee, line out the nominee's name.
<PAGE> 18
CITIZENS BANCORP
P.O. Box 30, Corvallis, Oregon 97339-0030
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS April 18, 2000 Annual
Meeting of Shareholders
Please sign EXACTLY as your name appears below. If shares are held by two or
more persons, each must sign. Please supply your title if you are signing as an
attorney, executor, trustee, guardian, corporate officer, or in some other
representative capacity.
--------------------------------------
Signature
--------------------------------------
Signature
Date: _____________, 2000
PLEASE COMPLETE, DATE, SIGN, AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED
ENVELOPE. Thank you.
