UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[ ] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
UCBH Holdings, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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>
UCBH HOLDINGS, INC.
711 Van Ness Avenue
San Francisco, California 94102
(415) 928-0700
March 13, 2000
Dear Fellow Stockholders:
You are cordially invited to attend the Annual Meeting (the "Meeting")
of Stockholders of UCBH Holdings, Inc. (the "Company"), which will be held on
Thursday, April 27, 2000, at 10:00 a.m. Pacific time at the Holiday Inn Golden
Gateway, 1500 Van Ness Avenue, San Francisco, California.
At the meeting, we will elect three directors, ratify the appointment
of PricewaterhouseCoopers LLP as the Company's independent accountants and
report on the performance of the Company. We, as well as representatives of
PricewaterhouseCoopers LLP, will be present at the Meeting to respond to any
questions you may have regarding the business to be transacted or the Company's
annual report. Attached is the Notice of the Meeting and the Proxy Statement
describing the formal business to be transacted at the Meeting.
The Board of Directors has determined that the matters to be considered
at the Meeting are in the best interests of the Company and its stockholders.
For the reasons set forth in the Proxy Statement, the Board unanimously
recommends that you vote "FOR" the nominees as directors specified under
Proposal 1 and "FOR" the ratification of independent accountants specified under
Proposal 2.
Whether or not you expect to attend, please sign and return the
enclosed proxy card promptly. Your cooperation is appreciated since a majority
of the common stock must be represented, either in person or by proxy, to
constitute a quorum for the conduct of business.
On behalf of the Board of Directors and all of the employees of the
Company, we thank you for your continued interest and support.
Sincerely,
/s/ Thomas S. Wu
- -----------------
Thomas S. Wu
President, Chief Executive Officer
and Director
<PAGE>
UCBH HOLDINGS, INC.
711 Van Ness Avenue
San Francisco, California 94102
(415) 928-0700
----------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 27, 2000
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NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting (the "Meeting") of
Stockholders of UCBH Holdings, Inc. (the "Company") will be held on April 27,
2000, at 10:00 a.m. Pacific time at the Holiday Inn Golden Gateway, 1500 Van
Ness Avenue, San Francisco, California, for the following purposes:
1. To elect two directors for three-year terms and one
director for a two-year term;
2. To ratify the Board of Directors' appointment of
PricewaterhouseCoopers LLP as the Company's independent
accountants; and
3. Such other matters as may properly come before the Meeting.
Stockholders owning UCBH Holdings, Inc. shares at the close of business on
February 29, 2000, are entitled to attend and vote at the Meeting or any
adjournments thereof. In the event there are not sufficient votes for a quorum,
or to approve or ratify any of the foregoing proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit further solicitation of
proxies by the Company. A complete list of stockholders entitled to vote at the
Meeting will be available at the executive offices of UCBH Holdings, Inc., 711
Van Ness Avenue, San Francisco, California 94102, for a period of ten days prior
to the Meeting and will also be available at the Meeting itself.
By Order of the Board of Directors
/s/ Eileen Romero
------------------------
Eileen Romero
Corporate Secretary
San Francisco, California
March 13, 2000
<PAGE>
UCBH HOLDINGS, INC.
-----------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 27, 2000
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Solicitation and Voting of Proxies
This Proxy Statement is being furnished to stockholders of UCBH
Holdings, Inc. (the "Company") in connection with the solicitation by the Board
of Directors ("Board of Directors" or "Board") of proxies to be used at the
Annual Meeting of Stockholders (the "Meeting"), to be held on April 27, 2000 at
10:00 a.m. Pacific time at the Holiday Inn Golden Gateway, 1500 Van Ness Avenue,
San Francisco, California, and at any adjournments thereof. The 1999 Annual
Report to Stockholders, including consolidated financial statements for the year
ended December 31, 1999 accompanies this Proxy Statement, which is first being
mailed to recordholders on or about March 13, 2000.
Regardless of the number of shares of Common Stock owned, it is
important that recordholders of a majority of the shares be represented by proxy
or present in person at the Meeting. Stockholders are requested to vote by
completing the enclosed proxy card and returning it signed and dated in the
enclosed postage-paid envelope. Stockholders are urged to indicate their vote in
the spaces provided on the proxy card. 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, signed proxy cards will be voted
"FOR" the election of the nominees for directors named in this proxy statement
and "FOR" ratification of PricewaterhouseCoopers LLP as independent accountants
of the Company for the year ending 2000.
Other than the matters set forth on the attached Notice of the 2000
Annual Meeting of Stockholders, the Board of Directors knows of no additional
matters that will be presented for consideration at the Meeting. Execution of a
proxy, however, confers on the designated proxy holders' discretionary authority
to vote the shares in accordance with their best judgment on such other
business, if any, that may properly come before the Meeting and at any
adjournments thereof, including whether or not to adjourn the Meeting.
You may revoke your proxy at any time prior to its exercise by filing a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Meeting and voting in person. However, if you are a stockholder whose shares are
not registered in your own name, you will need appropriate documentation from
your recordholder to vote personally at the Meeting.
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<PAGE>
The cost of solicitation of proxies on behalf of management will be
borne by the Company. In addition to the solicitation of proxies by mail,
ChaseMellon Shareholder Services, L.L.C., a proxy solicitation firm, will assist
the Company in soliciting proxies for the Meeting and will be paid a fee of
$4,000, plus out-of-pocket expenses. Proxies may also be solicited personally or
by telephone by directors, officers and other employees of the Company and its
subsidiary, United Commercial Bank (the "Bank"), without additional compensation
therefor. The Company will also request persons, firms and corporations holding
shares in their names, or in the name of their nominees, which are beneficially
owned by others, to send proxy material to and obtain proxies from such
beneficial owners, and will reimburse such holders for their reasonable expenses
in doing so.
Voting Securities
The securities which may be voted at the Meeting consist of shares of
common stock of the Company ("Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Meeting, except as
described below. There is no cumulative voting for the election of directors.
The close of business on February 29, 2000 has been fixed by the Board
of Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Meeting and at
any adjournments thereof. The total number of shares of Common Stock outstanding
on the Record Date was 9,333,333 shares.
As provided in the Company's Certificate of Incorporation,
recordholders of Common Stock who beneficially own in excess of 10% of the
outstanding shares of Common Stock (the "Limit") are not entitled to any vote in
respect of the shares held in excess of the Limit. A person or entity is deemed
to beneficially own shares owned by an affiliate of, as well as, by persons
acting in concert with, such person or entity. The Company's Certificate of
Incorporation authorizes the Board of Directors (i) to make all determinations
necessary to implement and apply the Limit, including determining whether
persons or entities are acting in concert, and (ii) to demand that any person
who is reasonably believed to beneficially own stock in excess of the Limit to
supply information to the Company to enable the Board of Directors to implement
and apply the Limit.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the
Meeting. In the event there are not sufficient votes for a quorum or to approve
or ratify any proposal at the time of the Meeting, the Meeting may be adjourned
in order to permit the further solicitation of proxies.
As for the election of Directors set forth in Proposal 1, the proxy
card being provided by the Board of Directors enables a shareholder to vote
"FOR" the election of the nominees proposed by the Board of Directors, or to
"WITHHOLD" authority to vote for one or more of the nominees being proposed.
Under Delaware law and the Company's bylaws, the election of a director requires
a plurality of the votes cast, without regard to either (i) broker non-votes, or
(ii) proxies as to which
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authority to vote for one or more of the nominees being proposed is withheld.
Plurality of the votes means that the three nominees receiving the highest
number of yes ("FOR") votes will be elected as directors.
As to the ratification of the appointment of PricewaterhouseCoopers LLP
as the Independent Accountants of the Company as set forth in Proposal 2 and all
other matters that may properly come before the Meeting, by checking the
appropriate box, a stockholder may: (i) vote "FOR" the proposal, (ii) vote
"AGAINST" the proposal, or (iii) "ABSTAIN" from voting on such proposal.
Under Delaware law and the Company's bylaws, the affirmative vote of a
majority of the votes cast at the Annual Meeting, in person or by proxy, and
entitled to vote is required to constitute stockholder approval and ratification
of Proposal 2. Accordingly, shares as to which the "ABSTAIN" box has been
selected on the proxy card will not be counted as votes cast for purposes of
Delaware law and the Company's bylaws. Shares underlying broker non-votes will
not be counted as present and entitled to vote or as votes cast and will have no
effect.
Proxies solicited hereby will be returned to the Company's transfer
agent, ChaseMellon Shareholder Services, L.L.C., and will be tabulated by
inspectors of election designated by the Board of Directors, who will not be
employed by, or be a director of, the Company or any of its affiliates. After
the final adjournment of the Meeting, the proxies will be returned to the
Company for safekeeping.
Security Ownership of Certain Beneficial Owners
The table on the following page sets forth information as to those
persons believed by management to be beneficial owners of more than 5% of the
Company's outstanding shares of Common Stock on the Record Date, or as disclosed
in certain reports received to date regarding such ownership filed by such
persons with the Company and with the Securities and Exchange Commission
("SEC"), in accordance with Sections 13(d) and 13(g) of the Securities Exchange
Act of 1934, as amended ("Exchange Act"). Other than those persons listed, the
Company is not aware of any person, as such term is defined in the Exchange Act,
that owns more than 5% of the Company's Common Stock as of the Record Date.
3
<PAGE>
<TABLE>
<CAPTION>
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Title of Class Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
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<S> <C> <C> <C>
Common Stock The Banc Funds 468,000 (1) 5.0%
208 South LaSalle St.
Chicago, Illinois 60604
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Common Stock Financial Stocks, Inc. 561,667 (2) 6.0%
507 Carew Tower
441 Vine Street
Cincinnati, Ohio 45202
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Common Stock Wellington Management Company, LLP 581,100 (3) 6.2%
75 State Street
Boston, Massachusetts 02109
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Common Stock Private Capital Management, Inc. 588,446 (4) 6.3%
Bruce S. Sherman
3003 Tamiami Trail N.
Naples, Florida 34103
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Common Stock FMR Corp. 759,826 (5) 8.1%
Edward C. Johnson 3d
Abigail P. Johnson
82 Devonshire Street
Boston, Massachusetts 02109
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</TABLE>
(1) Based on information contained in a Schedule 13D filed with the SEC on
December 24, 1998, the Banc Funds are composed of Banc Fund III L.P., which
owns 30,340 shares of Common Stock, Banc Fund III Trust, which owns 92,993
shares of Common Stock, Banc Fund IV L.P., which owns 61,117 shares of
Common Stock, Banc Fund IV Trust, which owns 205,550 shares of Common
Stock, and Banc Fund V L.P., which owns 78,000 shares of Common Stock.
(2) Based on information contained in a Schedule 13D filed with the SEC on
December 31, 1998.
(3) Based on information contained in Amendment No. 1 to Schedule 13G, filed
with the SEC on February 9, 2000, Wellington Management Company, LLP, has
shared voting power with respect to 185,900 shares of Common Stock, and
shared dispositive power with respect to 581,100 shares of Common Stock.
(4) Based on information contained in a Schedule 13G filed with the SEC on
February 15, 2000, Bruce S. Sherman is Chairman of Private Capital
Management, Inc. and exercises shared dispositive power with respect to
shares held by it on
behalf of its clients.
(5) Based on information provided by FMR Corp. ("FMR"), Edward C. Johnson
3d and Abigail P. Johnson included in their joint Schedule 13G dated
February 14, 2000, and filed with the SEC wherein they reported the
beneficial ownership of 759,826 shares at December 31, 1999. They state
that: Fidelity Management & Research Company ("Fidelity") is the beneficial
owner of 677,326 shares as a result of acting as investment advisor to
various investment companies; the ownership of one investment company,
Fidelity Low-Priced Stock Fund amounted to 676,500 shares or 7.2% of the
common stock outstanding; Mr. Johnson, FMR and the funds each has sole
power to dispose of the 677,326 shares but neither FMR nor Mr. Johnson has
the sole power to vote or direct the voting of the shares owned directly by
the funds, which power resides with the funds' boards of trustees and is
carried out by Fidelity; Fidelity Management Trust Company ("FMTC") is the
beneficial owner of 82,500 shares as a result of its serving as investment
manager of institutional accounts; Mr. Johnson and FMR each has sole
dispositive power over 82,500 shares and sole power to vote or to direct
the voting of 82,500 shares owned by institutional accounts.
4
<PAGE>
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL 1.
ELECTION OF DIRECTORS
The Board of Directors of the Company consists of seven (7) directors
and is divided into three classes. Each of the members of the Board of Directors
of the Company also serves as a Director of United Commercial Bank, which is a
wholly-owned subsidiary of the Company. Directors are elected for staggered
terms of three years each, with the term of office of one of the three classes
of Directors expiring each year. Directors serve until their successors are
elected and qualified. Currently, there are six (6) members of the Board of
Directors with one (1) vacancy. The Board is currently conducting a search to
fill this remaining vacancy.
The three nominees proposed for election at this Annual Meeting are
Sau-wing Lam, Jonathan H. Downing and Li-Lin Ko. Messrs. Lam and Downing are
nominated for terms to expire at the annual meeting to be held in 2003. Ms. Ko
was appointed by the Board of Directors to fill the vacancy on the Board
resulting from the retirement of Robert Fell, effective December 31, 1999, and
is nominated for a term to expire at the annual meeting in 2002. No person being
nominated as a Director is being proposed for election pursuant to any agreement
or understanding between any such person and the Company.
In the event that any such nominee is unable to serve, or declines to
serve for any reason, it is intended that the proxies will be voted for the
election of such other person as may be designated by the present Board of
Directors. The Board of Directors has no reason to believe that any of the
persons named will be unable or unwilling to serve. Unless authority to vote for
the nominee is withheld, it is intended that the shares represented by the
enclosed proxy card, if executed and returned, will be voted "FOR" the election
of the nominees proposed by the Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE ELECTION OF MESSRS.
LAM AND DOWNING AND MS. KO AS DIRECTORS OF UCBH HOLDINGS, INC.
Information with Respect to the Nominees, Continuing Directors
and Certain Executive Officers of the Company
The following table sets forth, as of the Record Date, the names of the
nominees, continuing Directors and named executive officers of the Company, as
defined below: their ages; their position with the Company; certain
directorships held by each; the year in which each became a Director and the
year in which their terms (or in the case of the nominees, their proposed terms)
as Director of the Company expire. The table also sets forth the amount of
Common Stock and the percent thereof beneficially owned by each Director and
named executive officer and all Directors and executive officers as a group as
of the Record Date.
5
<PAGE>
<TABLE>
<CAPTION>
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Nominees for Director Title (1) Age Director Term Shares of Right to Percent
Since (2) to Common Acquire of Class
Expire Stock Shares of (5)
Beneficially Common
Owned (3) Stock (4)
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<S> <C> <C> <C> <C> <C> <C> <C>
Sau-wing Lam (6&7) Chairman of the Board of 47 1996 2003 50,000 43,333 1.0%
Directors
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Jonathan H. Downing (6) Senior Vice President, 48 1993 2003 23,081 48,333 *
Chief Financial Officer,
Treasurer and Director
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Li-Lin Ko (6&8) Director 50 2000 2002 500 -- *
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</TABLE>
<TABLE>
<CAPTION>
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Continuing Directors Title (1) Age Director Term Shares of Right to Percent
Since (2) to Common Acquire of Class
Expire Stock Shares of (5)
Beneficially Common
Owned (3) Stock (4)
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<S> <C> <C> <C> <C> <C> <C> <C>
Thomas S. Wu (6) President, Chief 41 1998 2001 35,761 98,333 1.4%
Executive Officer and
Director
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Ronald McMeekin (6,7,8) Director 66 1998 2002 -- 7,333 *
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Godwin Wong (6,7,8) Director 50 1998 2001 20,000 7,333 *
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</TABLE>
<TABLE>
<CAPTION>
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Named Executive Title (1) Age Director Term Shares of Right to Percent
Officers Who Are Not Since (2) to Common Acquire of Class
Directors Expire Stock Shares of (5)
Beneficially Common
Owned (3) Stock (4)
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<S> <C> <C> <C> <C> <C>
Louis E. Barbarelli Senior Vice President, 57
Chief Information 3,333 21,000 *
Officer and Director of
Operations
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Sylvia Loh Senior Vice President 44 17,723 38,333 *
and Director of
Commercial Banking
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All Directors and Executive 163,886 318,496 5.0%
Officers as a Group (13
persons)
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</TABLE>
6
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(continued from previous page)
* Does not exceed 1.0% of the Company's voting securities.
(1) Titles are for both the Company and the Bank unless
otherwise indicated.
(2) The date given includes years during which the director served on the
Board of USB Holdings, Inc., the predecessor to UCBH Holdings, Inc.
(3) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares
reported herein (except as noted).
(4) Represents options granted under the UCBH Holdings, Inc. 1998 Stock
Option Plan (the "Stock Option Plan") which have vested or will vest
within sixty days of the Record Date.
(5) As of the Record Date, there were 9,333,333 shares of Common Stock
outstanding.
(6) Member of the Credit Policy and Investment Committee of which Dr. Wong
is the Chairman.
(7) Member of the Human Resources Committee of which Mr. Lam is the
Chairman.
(8) Member of the Audit and Examining Committee of which Mr. McMeekin is
the Chairman.
Nominees for Directors:
Mr. Lam was appointed Chairman of the Board of Directors of the Company
and of the Bank in April 1998 and has been a director of the Company and of the
Bank, and its predecessor, United Savings Bank, F.S.B., since December 1996.
From December 1996 to March 1998, he served as President of the Company. From
December 1996 to December 1997, he served as President and Chief Executive
Officer of the Bank. From January 1997 to April 1998, he served as Vice Chairman
of the Bank. From 1995 to 1996, Mr. Lam served as President and Chief Executive
Officer of Pacific Link Communications Limited located in Hong Kong, a
subsidiary of the First Pacific Group. Prior to becoming Chief Executive Officer
of Pacific Link, Mr. Lam was appointed President, Chief Executive Officer and
Director of the Bank from March 1991 through January 1995.
Mr. Downing has been Senior Vice President and Chief Financial Officer
of the Bank and of the Company since 1989. Mr. Downing has served as a director
of the Bank since January 1991 and of the Company since November 1993. Mr.
Downing joined the Bank in 1986 in conjunction with the acquisition of FPM
Mortgage, of which Mr. Downing was a co-founder. Mr. Downing holds a Bachelor's
degree in Accounting and obtained a professional designation of Certified Public
Accountant through Arthur Andersen & Co.
Ms. Ko has held the position of Executive Vice President, Finance at
Pacific Shore Funding in Lake Forest, California since January 1999. Previously,
Ms. Ko was Chief Financial Officer at several financial institutions, including
Plaza Home Mortgage Corporation. In a career spanning 25 years, she has gained
strong experience in financial institutions ranging from high growth publicly
held savings banks to high growth privately owned mortgage banks. Ms. Ko holds a
Bachelor's degree in Accounting from California State University, Fullerton, and
obtained a professional designation of Certified Public Accountant through
Arthur Young & Company (now Ernst & Young). On October 13, 1999, Ms. Ko was
appointed to serve as a director of the Bank and the Company effective as of
January 1, 2000 to hold office until the Annual Meeting, or until her successor
has been duly elected and qualified.
7
<PAGE>
Continuing Directors:
Mr. Wu was appointed President and Chief Executive Officer of the Bank
effective January 1, 1998. Prior to that appointment, Mr. Wu was the Executive
Vice President and Director of the Bank as of September 25, 1997. Mr. Wu was
elected President and Chief Executive Officer of the Company effective March 26,
1998, and as a director of the Company on April 17, 1998. Previously, Mr. Wu was
the Director of Customer Care for Pacific Link Communications Limited in Hong
Kong where he was responsible for formulating and implementing customer care,
customer retention, and customer communications strategies. Mr. Wu served as a
director of the Bank from 1995-1996 and was a Senior Vice President, Head of
Retail Banking of the Bank from 1992-1996 when he directed the marketing, public
relations, loan originations, branch administration and operations control
functions. Mr. Wu also served the Bank as Vice President, Regional Manager, of
its Southern California Retail Banking Division from 1991-1992.
Mr. McMeekin was appointed as a director of the Company and the Bank in
July 1998. With over 30 years of extensive domestic and overseas banking
experience, he has served as Chief Executive Officer for the following banks:
Bank of the Orient in San Francisco from 1990 to 1996, I.B.I. Asia in Hong Kong
from 1988 to 1989, and Ocean Leila in Hong Kong from 1973 to 1976. Mr. McMeekin
is a retired banker since 1996 and is currently a financial consultant.
Dr. Wong has been a director of the Bank since 1994 and of the Company
since April 1998. Dr. Wong has been a professor at the Haas School of Business
at the University of California at Berkeley for fifteen years and has been on
the faculty of the Graduate School of Business Administration, Zurich,
Switzerland for the last ten years. Dr. Wong has lectured to business executives
in eighteen countries and has served on the boards of directors of several
California banks.
Named Executive Officers Who Are Not Directors:
Mr. Barbarelli has been appointed as Senior Vice President, Chief
Information Officer and Director of Operations effective January 1, 2000. Prior
to this appointment, he served as Senior Vice President and Director of
Operations and Systems of the Bank since August 1993 and served as a member of
the Board of Directors from 1994 to 1998. Prior to 1993, he served for two years
as a Senior Vice President and Chief Auditor of the Bank.
Ms. Loh is a Senior Vice President and Director of Commercial Banking
of the Bank and joined the Bank as Vice President and Head of Commercial Banking
in January 1996. From 1992 to 1996, Ms. Loh held the position of Vice President,
Relationship Manager, Bank of America, International Trade Bank.
No director is related to any other director or executive officer of
the Company or the Bank by blood, marriage or adoption.
8
<PAGE>
Meetings and Committees
The Board of Directors of the Company met six times during the year
ended December 31, 1999, and had the following standing committees which met
during the year: The Audit and Examining Committee, the Credit Policy and
Investment Committee, the Human Resources Committee and the Nominating
Committee. All of the directors of the Company attended at least 75% of the
total number of the Company's Board meetings held and Committee meetings which
such directors served during 1999.
Audit and Examining Committee. The Audit and Examining Committee of the
Company and the Bank currently is composed of three or more outside directors
(Messrs. McMeekin and Wong and Ms. Ko) who are independent of management of the
Company and the Bank. The Audit and Examining Committee of the Company was
formed in May 1998. That committee met quarterly during 1999. The Audit and
Examining Committee of the Bank met quarterly during 1999. These committees are
responsible for reporting to the board on the general financial condition of the
Company and the Bank and the results of the annual audit, and is responsible for
ensuring that the Company's and the Bank's activities are conducted in
accordance with applicable laws and regulations. These committees also monitored
the year 2000 compliance program of the Company and the Bank.
Credit Policy and Investment Committee. The Credit Policy and
Investment Committee of the Company and the Bank currently is composed of six
members of the Board of Directors (Messrs. Wong, Downing, Lam, McMeekin and Wu
and Ms. Ko). This Committee is responsible for approving credit policies,
setting parameters for credit risks, monitoring the overall credit risk profile
for the Company and the Bank and the allowance for loan losses. The Credit
Policy and Investment Committee of the Company and of the Bank each met
quarterly during 1999.
Human Resources Committee. The Human Resources Committee of the Company
and the Bank currently is composed of three outside directors (Messrs. Lam,
McMeekin and Wong). This Committee reviews and recommends to the Board of
Directors compensation for senior management of the Bank; the adoption,
amendment and implementation of incentive compensation plans, stock option
plans, and other benefit plans and programs for the Company and the Bank. The
Human Resources Committee of the Company and the Bank is also responsible for
maintaining on behalf of the Board of Directors a current senior management
succession and contingency plan; charged with the investigation and resolution
of any incident which may be construed as a potential conflict of interest on
behalf of any member of senior management or other offices of the Company and
the Bank wherein board of directors oversight and action are appropriate; and
may be required from time to time that senior management of the Company and Bank
provide or other officers of the Company and the Bank provide proposals for, or
status or progress reports on, policies or programs which may have a material
bearing on the strategic human resources philosophy and consequent operational
direction of the Company and Bank. In 1999, this Committee was composed of
Messrs. Lam and Fell and met three times.
9
<PAGE>
Nominating Committee. The Board of Directors acts as the Nominating
Committee of the Company and identifies, recruits, interviews, evaluates and
nominates individuals for election as Directors of the Company. The Company's
Bylaws provides certain guidelines for nominations by stockholders for the Board
of Directors. The Bylaws provide that the notice of nomination must be delivered
in writing or mailed to and received at the principal executive offices of the
Company by the Secretary of the Company not less than ninety (90) days prior to
the date of the Annual Meeting; provided, that in the event that less than one
hundred (100) days' notice or prior disclosure of the date of the annual meeting
is given or made to stockholders, notice by a stockholder to be timely must be
received not later than the close of business on the tenth day following the day
on which such notice of the date of the annual meeting was mailed or when public
disclosure was made. The Bylaws also specify other guidelines and requirements.
Directors' Compensation
Directors' Fees. Currently, all outside directors of the Company and
the Bank receive an annual retainer of $25,200, while the Chairman of the Board
of the Company received an annual retainer of $120,000 for 1999. No committee
meeting fees are paid by the Company or the Bank. Mr. Lam received a bonus of
$30,000 for serving as Chairman in 1999 and Messrs. McMeekin and Wong each
received a bonus of $10,000 for 1999. Messrs. Wu and Downing do not receive any
additional compensation for serving as directors of the Company and the Bank.
Option Plan. The Company has adopted the Stock Option Plan (approved by
the shareholders on July 30, 1998 and amended as of April 29, 1999), under which
all directors who are not also employees of the Company are eligible to receive
options to purchase common stock. Under the Stock Option Plan in 1999 Mr. Lam
was granted options to purchase 30,000 shares of Common Stock and Messrs. Wong
and McMeekin each were granted options to purchase 2,000 shares of Common Stock,
all at an exercise price of $15.00, which was the fair market price on the date
of the grants. The options vest in three equal installments commencing on April
29, 2000.
Compensation Committee Interlocks and Insider Participation
The Human Resources Committee is made up of three directors, Messrs.
Sau-wing Lam, Ronald McMeekin and Godwin Wong. Mr. Lam was formerly an officer
of the Company and the Bank.
10
<PAGE>
Executive Compensation
The report of the Human Resource Committee and the stock performance
graph shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
except as to the extent that the Company specifically incorporates this
information by reference and shall not otherwise be deemed filed under such
Acts.
Human Resources Committee Report on Executive Compensation. Under rules
established by the Securities and Exchange Commission ("SEC"), the Company is
required to provide certain data and information with regard to the compensation
and benefits provided to the Company's Chief Executive Officer and other
executive officers of the Company for the year ended December 31, 1999. The
following discussion addresses compensation information relating to the Chief
Executive Officer and the executive officers of the Bank for 1999 and sets forth
the report of the Human Resources Committee of the Bank and of the Company
(collectively the "Committee"). The disclosure requirements for the Chief
Executive Officer and other executive officers include the use of tables and a
report explaining the rationale and considerations that led to fundamental
compensation decisions affecting those individuals.
The following policies and procedures were utilized to determine
executive compensation levels for 1999. As a result of the success of the public
offering, the conversion from a thrift to a commercial bank and other
operational changes, subjective qualitative measures were more heavily relied
upon by the Committee than quantitative.
Compensation Policies and Procedures. The compensation policy of the
Company and Bank is designed to attract and retain highly qualified personnel
and to provide meaningful incentives for measurable performance. The Committee
reviews and recommends to the Board of Directors compensation for executive
officers of the Company and Bank, the adoption, amendment and implementation of
incentive compensation plans, stock option plans, and other benefit plans and
programs for the Company and Bank.
The Committee annually reviews and evaluates base salary and annual
bonuses for all executive officers, and in conducting such reviews places
primary consideration upon the recommendations by the President and Chief
Executive Officer ("Chief Executive Officer"), along with the rationale for such
recommendations, with the exception of the compensation review of the Chief
Executive Officer. The President and Chief Executive Officer does not
participate in the Committee's decision as to his compensation package. In
establishing individual compensation levels, the Committee considers the Company
and Bank's overall objectives and performance, peer group comparisons and
individual performance.
The Committee adopted the following goals in establishing executive
compensation: (1) attracting, retaining and rewarding highly qualified and
productive persons; (2) relating compensation to both Bank and individual
performance; and (3) establishing compensation levels that are internally
equitable and externally competitive.
11
<PAGE>
Base Salaries. Salary levels recommended by the Committee are intended
to be consistent and competitive with the practices of comparable financial
institutions and each executive's level of responsibility. The Committee
generally utilizes internal and/or external surveys of compensation paid to
executive officers performing similar duties for depository institutions and
their holding companies with particular focus on the level of compensation paid
by comparable institutions in the San Francisco Bay Area and the Los Angeles
Metropolitan Area. In this regard, the Committee utilized internal surveys with
respect to its executive officers and attempted to make compensation levels
commensurate with levels paid to officers of such similarly situated publicly
traded financial institutions.
Although the Committee's recommendations are discretionary and no
specific formula is used for decision making, salary increases are aimed at
reflecting the overall performance of the Company and Bank and the performance
of the individual executive officer.
Merit Increase. Merit increases are designed to encourage management to
perform at consistently high levels. Salaries for executives are reviewed by the
Committee on an annual basis and may be increased at that time based on the
Committee's agreement that the individual's overall contribution to the Company
merits recognition. The salary adjustments reflected in the summary Compensation
Table were also affected in the case of executive officers other than the Chief
Executive Officer, by the evaluation of individual contributions to the Company
as provided to the Committee by the Chief Executive Officer.
Bonus. Bonuses for executives are intended to be used as an incentive
to encourage management to perform at a high level or to recognize a particular
contribution by an employee or exceptional company performance.
For 1999, the Company and Bank did not maintain a cash bonus plan and
all bonuses paid were discretionary and determined by an initial recommendation
of the Chief Executive Officer and reviewed and evaluated by the Committee. In
determining the amount of the bonuses, the Committee primarily considered the
profitability of the Company and Bank and the entire compensation package of the
executive officers. In 1999, the Bank accrued a portion of its net operating
income for the purpose of paying discretionary bonuses recommended by the
Committee and approved by the Board of Directors. For 1999, the Committee
specifically considered the Bank's level of funds available for the payment of
bonuses, the base salary increase of each executive officer and corporate events
during 1999 which required additional effort by the executive officers of the
Company and Bank.
Stock Options. The Committee believes that stock ownership by
management is beneficial in aligning management and stockholders' interests with
respect to enhancing stockholder value. Stock options are also important in
continuing to attract, retain, and motivate qualified employees and also provide
them with a proprietary interest in the Company as an incentive to contribute to
the success of the Company, promote the attention of management to other
stockholders' concerns and reward employees for outstanding performance.
Pursuant to the Stock Option Plan, awards for the named executive officers were
made as set forth in the Summary Compensation Table and the table contained in
the Option Grants During Year Ended December 31, 1999 section.
12
<PAGE>
Chief Executive Officer. In evaluating the compensation of Mr. Thomas
S. Wu, the Committee placed particular emphasis on Mr. Wu's achievements and
performance in 1999. In addition to record earnings, the Committee took into
consideration the positive progress in restructuring the infrastructure of the
Bank from a savings bank to a commercial bank, and in meeting the challenge of
the reorganization from a privately-owned thrift to a publicly-traded commercial
bank. The leadership provided by Mr. Wu enabled the Bank to meet these
challenges, and the Bank achieved record levels of loan originations, core
deposit growth and efficiency ratio. Furthermore, asset quality continued to
improve with delinquencies and classified assets down to the lowest level in
many years. In 1999, Mr. Wu was granted Incentive Stock Options totaling
105,000.
The Human Resources Committee
Sau-wing Lam Godwin Wong Ronald McMeekin
Chairman
13
<PAGE>
Summary Compensation Table
The following shows, for the year ended December 31, 1999, 1998 and
1997, the cash compensation paid by the Company and the Bank as well as certain
other compensation paid for those years, to the Chief Executive Officer and the
other four most highly compensated executive officers at the Company.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
Awards Payouts
- ----------------------------------------------------------------------------------------------------------------------------------
Name and Principal Year Salary Bonus(1) Other Annual Restricted Securities LTIP All Other
Position Compensation (2) Stock Underlying Payouts Compensation
Awards Options/SARs (3)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas S. Wu (5) 1999 $275,004 $300,000 - - 105,000(3) - -
President and Chief
Executive Officer 1998 195,000 200,000 - - 95,000(4) - -
and Director
1997 47,788 17,500 - - - - -
Jonathan H. Downing 1999 $174,996 $115,000 - - 15,000(3) - -
Senior Vice President
Chief Financial 1998 165,000 85,000 - - 65,000(4) - -
Officer, Treasurer
and Director 1997 159,000 60,000 - - - - -
Louis E. Barbarelli 1999 $144,000 $75,000 - - 3,000(3) - -
Senior Vice President
Chief Information 1998 134,004 50,000 - - 30,000(4) - -
Officer and Director
of Operations 1997 126,000 41,000 - - - - -
Sylvia Loh 1999 $144,996 $70,000 - - 5,000(3) - -
Senior Vice President
and Director of 1998 135,240 60,000 - - 55,000(4) - -
Commercial Banking
1997 117,600 47,000 - - - - -
Cecilia Lai 1999 $133,992 $55,000 - - 5,000(3) - -
Senior Vice President
and Director of Retail 1998 125,004 50,000 - - 55,000(4) - -
Banking (6)
1997 101,246 40,000 - - - - -
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The referenced bonus represents a performance bonus for the years ended
December 31, 1999, 1998 and 1997.
(2) For 1999, 1998 and 1997, there were no perquisites with an aggregate
value over the lesser of $50,000 or 10% of the individual's total salary
and bonus for the year or other compensation that would otherwise require
disclosure in this column.
(3) The stock option grants in 1999 provide that 1/3 of the total options
granted vest annually over three (3) years commencing on April 29, 2000 at
an exercise price of $15.00 per share.
(4) The stock option grants in 1998 provide that 1/3 of the total options
granted vest annually over three (3) years commencing on April 17, 1999 at
an exercise price of $15.00 per share.
(5) Mr. Wu re-joined the Bank on September 23, 1997, after spending one
year with Pacific Link Communications Limited, a former overseas affiliate.
Mr. Wu was named President and Chief Executive Officer of the Bank
effective January 1, 1998 and was elected President and Chief Executive
Officer of the Company effective March 26, 1998 and as a Director of the
Company on April 17, 1998.
(6) Ms. Lai submitted her resignation as Senior Vice President and Director
of Retail Banking effective January 24, 2000. The material terms of the
severance agreement entered into between Ms. Lai and the Company and the
Bank provided that she would receive three times her annual salary and a
one-time payment of $120,000, as well as acceleration of the vesting of the
portion of her stock options that would have vested in April 2000.
14
<PAGE>
Employment and Change in Control Agreements
The Bank and the Company have entered into employment agreements with
Thomas S. Wu, the President and Chief Executive Officer of the Company and the
Bank (the "Executive"). These employment agreements are intended to ensure that
the Bank and the Company will be able to maintain a stable and competent
management base. The continued success of the Bank and the Company depends to a
significant degree on the skills and competence of the Executive.
The employment agreements provide for a three-year term. The Bank
employment agreement provides that, commencing on the first anniversary date and
continuing each anniversary date thereafter, the Board of Directors will review
the agreement and the Executive's performance for purposes of determining
whether to extend the agreement for an additional year so that the remaining
term shall be three years, unless written notice of non-renewal is given by the
Board of Directors after conducting a performance evaluation of the Executive.
The term of the Company employment agreement shall be extended on a daily basis
unless written notice of non-renewal is given by the Board of Directors after
conducting a performance evaluation of the Executive. The agreements provide
that the Executive's base salary will be reviewed annually. In addition to the
base salary, the agreements provide for, among other things, participation in
stock benefit plans and other fringe benefits applicable to executive personnel.
The agreements provide for termination by the Bank or the Company for cause as
would be defined in the agreements, at any time. In the event the Bank or the
Company choose to terminate the Executive's employment for any reasons other
than for cause, or in the event of the Executive's resignation from the Bank and
the Company upon: (i) failure to re-elect the Executive to Executive's current
offices; (ii) a material change in the Executive's functions, duties or
responsibilities; (iii) a relocation of the Executive's principal place of
employment by more than 25 miles; (iv) liquidation or dissolution of the Bank or
the Company; or (v) a breach of the agreement by the Bank or the Company; the
Executive or, in the event of death, the Executive's beneficiary, would be
entitled to receive an amount equal to the remaining base salary payments due to
the Executive and the contributions that would have been made on the Executive's
behalf to any employee benefit plans of the Bank or the Company during the
remaining term of the agreement. The Bank and the Company would also continue
and pay for the Executive's life, health and disability insurance coverage for
the remaining term of the agreement.
Under the agreements, if voluntary or involuntary termination follows a
change in control of the Bank or the Company as defined in the proposed
employment agreements, it is expected that, the Executive, or, in the event of
the Executive's death, his beneficiary, would be entitled to a severance payment
equal to the greater of: (i) the payments due for the remaining terms of the
agreement; or (ii) three times the highest annual compensation paid for the
three preceding years. It is expected that the Bank and the Company would also
continue the Executive's life, health and disability insurance coverage for 36
months.
The Bank and the Company have entered into three-year termination and
change in control agreements ("CIC Agreements") with certain other executive
officers (the "Officers") of
15
<PAGE>
the Company and the Bank. The CIC Agreements provide that commencing on the
first anniversary date and continuing on each anniversary thereafter, the Bank's
CIC Agreements may be renewed by the Board of Directors for an additional year.
The Company's CIC Agreements are similar to the Bank's CIC Agreements except
that the term of the Company's CIC Agreements shall be extended on a daily
basis. The CIC Agreements provide that in the event voluntary or involuntary
termination follows a change in control of the Bank or the Company, the Officer
would be entitled to receive a severance payment equal to three times the
Officer's highest annual compensation for the three years preceding the change
in control. The Bank would also continue, and pay for, the Officer's life,
health and disability insurance coverage for the remaining term of the
agreements. Payments to the Officer under the Bank's CIC Agreements are
guaranteed by the Company in the event that payments of benefits are not paid by
the Bank. The CIC Agreements also provide that if an Officer is terminated
during the existence of the CIC Agreement for any reason other than resignation,
cause (as defined in the CIC Agreements), death or permanent disability, but
prior to any change in control of the Company or the Bank, the Officer shall be
paid a severance payment equal to the highest annual compensation paid to such
Officer for the three preceding years.
In the event of a change in control, total payments to the Executive
and the Officers under the employment agreements and the CIC Agreements, based
solely on current base salary, would be $3.5 million.
16
<PAGE>
Option Grants During Year Ended December 31, 1999
The following table sets forth the number of shares for which options
under the Stock Option Plan were granted in 1999 to the Named Executive
Officers, the percent of the total options granted to employees in 1999 such
options represented, the exercise price, expiration date and potential
realizable value of such options assuming an annual appreciation of the
Company's Common Stock of five percent and ten percent, respectively.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Individual Grants Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation for
option term (1)
- --------------------------------------------------------------------------------------------------------------------
% of Total Exercise Expiration 5% 10%
Name Securities Options or Base Date
Underlying Granted Price
Options to ($/Share)
Granted (2) Employees (4)
in 1999 (3)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas S. Wu 105,000 75.3% $15.00 4/29/09 $992,250 $2,504,250
- --------------------------------------------------------------------------------------------------------------------
Jonathan Downing 15,000 10.8% $15.00 4/29/09 $141,750 $357,750
- --------------------------------------------------------------------------------------------------------------------
Sylvia Loh 5,000 3.6% $15.00 4/29/09 $47,250 $119,250
- --------------------------------------------------------------------------------------------------------------------
Cecilia Lai (5) 5,000 3.6% $15.00 4/29/09 $47,250 $119,250
- --------------------------------------------------------------------------------------------------------------------
Louis Barbarelli 3,000 2.2% $15.00 4/29/09 $28,350 $71,550
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In accordance with SEC rules, these columns show gains that might exist
for the respective options, assuming the market price of the Company's
Common Stock appreciates from the date of grant over a period of ten years
at the annualized rates of five and ten percent, respectively. If the stock
price does not increase above the exercise price at the time of exercise,
realized value to the named executives from these options will be zero.
(2) These options are exercisable in three equal installments commencing on
the anniversary date of the grant.
(3) Does not include 38,000 options which were forfeited in 1999.
(4) Under the Stock Option Plan, the option exercise price can be no lower
than fair market value at the date of the grant. All of these options were
granted on April 29, 1999 at an exercise price of $15.00 per share. On that
date, the price of a share of Common Stock was $14.875.
(5) Ms. Lai resigned her position with the Company and the Bank effective
January 24, 2000.
17
<PAGE>
The following table provides certain information with respect to the
number of shares of Common Stock represented by outstanding options held by the
Named Executive Officers as of December 31, 1999. Also reported are the values
for "in-the-money" options which represent the positive spread between the
exercise price of any such existing stock options and the year-end price of the
Common Stock.
<TABLE>
<CAPTION>
Aggregate Year-End Option/SAR Values
- ------------------------------------------------------------------------------------------------------------------------
Value of
Number of Securities Unexercised
Underlying Unexercised In the Money
Options/SARs at Options/SARs at
Fiscal Year-End(#)(1) Fiscal Year-End($)(2)(3)
----------------------------------------- ---------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------------- ---------------- -------------------- ------------------ -----------------------
<S> <C> <C> <C> <C>
Thomas S. Wu 31,666 168,334 $176,158 $936,442
Jonathan H. Downing 21,666 58,334 120,528 324,512
Sylvia Loh 18,333 41,667 101,986 231,794
Cecilia Lai (4) 18,333 41,667 101,986 231,794
Louis Barbarelli 10,000 23,000 55,630 127,949
</TABLE>
- ---------------------------------
(1) The options in this table have an exercise price of $15.00.
(2) The price of the Common Stock on December 31, 1999 was $20.563.
(3) Based on the market value of the underlying Common Stock at fiscal
year-end, minus the exercise price.
(4) Ms. Lai resigned her position with the Company and the Bank effective
January 24, 2000.
401(k) Plan
The Bank maintains a 401(k) Plan, a tax-qualified retirement plan under
Section 401(k) of the Code. The 401(k) Plan provides participants with
retirement benefits and may also provide benefits upon death, disability or
termination of employment with the Bank. Salaried, hourly and commission-paid
employees, are eligible to participate in the 401(k) Plan following the
completion of three (3) months of employment and must be twenty-one (21) years
of age. Participants may make elective salary reduction contributions to the
401(k) Plan up to the lesser of 15% of the participant's compensation (as
defined in the 401(k) Plan) or the legally permissible limit (currently $10,500)
imposed by the Code. The Bank makes a matching employer contribution for those
employees whose gross earnings do not exceed $85,000 which is equal to an amount
of up to 50% of the employee contribution up to a maximum contribution of $2,000
per year. The matching contribution vests over a period of five (5) years. The
401(k) Plan permits participants to direct the investment of their 401(k) Plan
account into various investment alternatives. Enrollment in the 401(k) Plan is
limited to the beginning of a calendar quarter.
18
<PAGE>
Executive Deferred Compensation Plan
The Bank maintains an Executive Deferred Compensation Plan for the
purpose of providing supplemental retirement benefits to a select group of
executives and highly compensated employees in consideration of prior services
rendered and as an inducement for their continued services in the future. The
Plan is intended to be a top-hat plan, exempt from the participation, vesting,
funding, and fiduciary requirements of Title I of ERISA, pursuant to ERISA
ss.ss.201(2), 301(a)(3) and 401(a)(1). Notwithstanding the existence of a trust,
(i) Participants have the status of general unsecured creditors of the Bank,
(ii) the Plan constitutes a mere promise by the Bank to pay benefits in the
future, and (iii) it is the intention of the parties that the arrangements be
unfunded for tax purposes and for purposes of Title I of ERISA. The interest
rate to be paid on the deferred amount shall not be less than the prime rate
published in the "Wall Street Journal" as of December 31 of the preceding year.
Section 16 Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers (as
defined in regulations promulgated by the SEC thereunder) and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the SEC. Officers, directors and greater than ten percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on a review of copies of all reports of ownership
furnished to the Company, or written representations that no forms were
necessary, the Company believes that during the last year all filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with, except that a Form 3 reporting Sandra Go's
initial ownership upon becoming subject to Section 16(a) was not filed on a
timely basis. The appropriate form was subsequently filed.
19
<PAGE>
Stock Performance Graph
The following graph shows a comparison of stockholder return on the
Company's Common Stock based on the market price of Common Stock assuming the
reinvestment of dividends, with the cumulative total returns for the companies
on the Nasdaq Stock Market (U.S.) Index and the Nasdaq Bank Stocks Index for the
period beginning on November 5, 1998, the first day of trading in the Company's
Common Stock, through December 31, 1999. The data used to prepare the graph were
prepared by the Center for Research in Security Prices ("CRSP") at the
University of Chicago Graduate School of Business. The graph was derived from a
very limited period of time, and, as a result, may not be indicative of possible
future performance of the Company's Common Stock.
Comparison of Cumulative Total Returns
Among the Company, Nasdaq Stock Market (U.S.) Index
and Nasdaq Bank Stocks Index
[GRAPH OMITTED]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Summary
Index Period Ending
- -----------------------------------------------------------------------------------------------------------
11/05/98 12/31/98 03/31/99 06/30/99 09/30/99 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
UCBH Holdings, Inc. 100.0 93.4 96.9 126.4 128.6 144.9
CRSP Index - Nasdaq Stock Market Index 100.0 119.9 134.2 146.7 150.1 217.9
CRSP Index - Nasdaq Bank Stocks Index 100.0 101.2 97.1 104.2 94.8 97.3
- -----------------------------------------------------------------------------------------------------------
</TABLE>
Notes: A. The lines represent quarterly index levels derived from compounded
daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization
on the previous trading day.
C. If the quarterly interval, based on the quarter end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to 100.0 on 11/5/98.
20
<PAGE>
PROPOSAL 2.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Company's independent accountants for the year ended December 31,
1999 were PricewaterhouseCoopers LLP. The Company's Board of Directors has
reappointed PricewaterhouseCoopers LLP to continue as independent accountants
for the Company for the year ending December 31, 2000, subject to ratification
of such appointment by the shareholders.
Representatives of PricewaterhouseCoopers LLP will be present at the
Annual Meeting. They will be given an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
shareholders present at the Annual Meeting.
Unless marked to the contrary, the shares represented by the enclosed
proxy card will be voted "FOR" ratification of the appointment of
PricewaterhouseCoopers LLP as the independent accountants of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF
THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS OF
THE COMPANY.
ADDITIONAL INFORMATION
Shareholder Proposals
To be considered for inclusion in the Company's proxy statement and
form of proxy relating to the 2001 Annual Meeting of Stockholders, a stockholder
proposal must be received by the Secretary of the Company at the address set
forth on the Notice of Annual Meeting of Stockholders not later than November
13, 2000. Any such proposal will be subject to 17 C.F.R. ss.ss. 240.14a-8 of the
Rules and Regulations under the Exchange Act.
Notice of Business to be Conducted at an Annual Meeting
The Bylaws of the Company provide an advance notice procedure for a
stockholder to properly bring business before an annual meeting. The stockholder
must give written advance notice to the Secretary of the Company not less than
ninety (90) days before the date originally fixed for such meeting; provided,
however, that in the event that less than one hundred (100) days notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be received not later than the close
of business on the tenth day following the date on which the Company's notice to
stockholders of the annual meeting date was mailed or such public disclosure was
made. In the case of this Meeting, notice by the stockholder must be received
before the close of business on March 23, 2000. The advance notice by
stockholders must include the shareholder's name and address, as they appear on
the Company's record of stockholders, a brief description of the proposed
business, the reason for conducting such business at the Annual Meeting, the
class and number of shares of the Company's capital stock that are beneficially
owned by such stockholder and any material interest of such stockholder in the
21
<PAGE>
proposed business. In the case of nominations to the Board of Directors, certain
information regarding the nominee must be provided.
Other Matters Which May Properly Come Before the Meeting
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Meeting, it is the intention of the persons named in the accompanying proxy
to vote the shares represented thereby on such matters in accordance with their
best judgment.
Whether or not you intend to be present at the Meeting, you are urged
to return your proxy card promptly. If you are then present at the Meeting and
wish to vote your shares in person, your original proxy may be revoked by voting
at the Meeting. However, if you are a stockholder whose shares are not
registered in your own name, you will need appropriate documentation from your
recordholder to vote personally at the Meeting.
A copy of the Form 10-K (without exhibits) for the year ended December
31, 1999 as filed with the Securities and Exchange Commission will be furnished
without charge to beneficial owners of the Company's Common Stock upon written
request to Eileen Romero, Corporate Secretary, UCBH Holdings, Inc., 711 Van Ness
Avenue, San Francisco, California 94102.
By Order of the Board of Directors
/s/ Eileen Romero
------------------------
` Eileen Romero
Corporate Secretary
San Francisco, California
March 13, 2000
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
22
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
REVOCABLE PROXY
UCBH HOLDINGS, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 27, 2000
10:00 a.m. Pacific Time
The undersigned hereby appoints the official proxy committee of the
Board of Directors of UCBH Holdings, Inc. (the "Company"), each with full power
of substitution, to act as attorneys and proxies for the undersigned, and to
vote all shares of Common Stock of the Company which the undersigned is entitled
to vote only at the Annual Meeting of Stockholders, to be held on April 27,
2000, at 10:00 a.m. Pacific Time, at the Holiday Inn Golden Gateway, 1500 Van
Ness Avenue, San Francisco, California, and at any and all adjournments thereof,
as indicated on the reverse side.
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR each of the proposals
listed. If any other business is presented at the Annual Meeting, including
whether or not to adjourn the meeting, this proxy will be voted by those named
in this proxy in their best judgment. At the present time, the Board of
Directors knows of no other business to be presented at the Annual Meeting.
(CONTINUED AND TO BE SIGNED AND DATED ON OTHER SIDE)
---------------------------------------------------------
-- FOLD AND DETACH HERE --
<PAGE>
|X| Please mark your votes as indicated in this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED NOMINEES
AND "FOR" EACH OF THE PROPOSALS.
1. The election of the following directors (except as marked to the contrary
below).
WITHHOLD
FOR AUTHORITY
| | | |
(1) Jonathan Downing, (2) Li-Lin Ko, (3) Sau-wing Lam
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the number of that nominee on the line below.)
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2. The ratification of PricewaterhouseCoopers LLP as the Company's independent
accountants for 2000.
FOR | | WITHHELD | | ABSTAIN | |
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders and of a
Proxy Statement dated March 13, 2000 relating to this meeting and of the 1999
Annual Report to Stockholders.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
Dated:_____________________________
___________________________________
Signature of Stockholder
___________________________________
Signature of Stockholder
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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