<PAGE>
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
[x] Definitive Proxy Statement the Commission Only as
[ ] Definitive Additional Materials permitted by
[ ] Soliciting Material Pursuant to Rule 14a-6(e)(2))
Section 240.14a-11(c)
or Section 240.14a-12
West One Bancorp
- ---------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2),
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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 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>
WEST ONE
BANCORP
March 7, 1995
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders
of West One Bancorp to be held at 10:30 a.m. on Thursday, April 20, 1995, at
the Boise Centre on the Grove, 850 West Front Street, Boise, Idaho.
Matters to be presented for action at the meeting include the election
of directors and ratification of the selection of independent auditors.
In addition to the agenda items, there will be a report on the
operations of the Corporation and ample opportunity for questions directed to
the executive officers of the Corporation. Also, the officers and directors
of the Corporation will be available to talk individually with shareholders
before and after the meeting.
We sincerely hope you will attend the meeting in person. Whether or
not you can attend, it is important that you sign, date and return your proxy
as soon as possible. If you do attend the meeting and wish to vote in
person, you may withdraw your proxy and vote personally.
The Corporation's 1994 annual report to shareholders accompanies the
enclosed proxy materials. The annual report highlights the Corporation's
progress during 1994.
Sincerely,
Daniel R. Nelson
Chairman and Chief
Executive Officer
West One Plaza
P.O. Box 8247
Boise, Idaho 83733
<PAGE>
WEST ONE BANCORP
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 20, 1995
You are invited to attend the annual meeting of shareholders of West
One Bancorp to be held at the Boise Centre on the Grove, 850 West Front
Street, Boise, Idaho, on Thursday, April 20, 1995, at 10:30 a.m., local time.
Only shareholders of record at the close of business on February 24,
1995, will be entitled to vote at the meeting.
The meeting is being held to consider and act upon the following
matters:
1. Election of four Class I directors (see page 2 of the accompanying
proxy statement).
2. Approval of the appointment of Coopers & Lybrand as independent
auditors for the current fiscal year ending December 31, 1995 (see page 13
of the accompanying proxy statement).
3. Such other business as may properly come before the meeting or any
adjournments thereof.
Please sign and date the accompanying proxy, and return it promptly in
the enclosed postage-paid envelope to avoid the expense of further
solicitation. If you attend the meeting, you may withdraw your proxy and
vote your shares in person.
By Order of the Board of Directors
Dwight V. Board
Secretary
Boise, Idaho
March 7, 1995
<PAGE>
WEST ONE BANCORP
101 South Capitol Boulevard
Post Office Box 8247
Boise, Idaho 83733
(208) 383-7000
PROXY STATEMENT
1995 ANNUAL MEETING OF SHAREHOLDERS
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of West One Bancorp (the
"Corporation") to be voted at the annual meeting of shareholders to be held
on April 20, 1995, and any adjournments thereof.
VOTING, REVOCATION AND SOLICITATION OF PROXIES
When a proxy in the accompanying form is properly executed and
returned, the shares represented will be voted at the meeting in accordance
with the instructions specified in the spaces provided in the proxy. If no
instructions are specified, the shares will be voted FOR Items 1 and 2 in the
accompanying Notice of Annual Meeting of Shareholders.
Shareholders may cumulate their votes in the election of directors.
See "Election of Directors." Shareholders may expressly abstain from voting
on Item 2 in the accompanying Notice of Annual Meeting of Shareholders.
Under the Idaho corporation statutes, abstention has the same effect as a
negative vote. Also, shares represented by the duly executed and returned
proxy of a broker or other nominee which are not voted on an item ("broker
nonvotes"), pursuant to the rules of the national securities exchange of
which the nominee is a member or of the National Association of Securities
Dealers or otherwise, have the effect of a negative vote on such item.
Any proxy given pursuant to this solicitation may be revoked by the
person giving the proxy at any time prior to its exercise by written notice
to the Secretary of the Corporation of such revocation, by a later-dated
proxy received by the Corporation, or by attending the meeting and voting in
person. The mailing address of the Corporation's principal executive offices
is Post Office Box 8247, Boise, Idaho 83733.
The solicitation of proxies will be made primarily by mail, but
proxies may also be solicited personally and by telegram or telephone by
directors and officers of the Corporation without additional compensation for
such services. Brokers and other persons holding shares in their names, or
in the names of nominees, will be reimbursed for their reasonable expenses in
forwarding soliciting materials to their principals and in obtaining
authorization for the execution of proxies. All costs of solicitation of
proxies will be borne by the Corporation. The proxy statement and
accompanying form of proxy were first mailed to shareholders on approximately
March 7, 1995.
OUTSTANDING VOTING SECURITIES
The close of business on February 24, 1995, has been fixed as the
record date for the determination of shareholders entitled to notice of and
to vote at the annual meeting. On the record date, the Corporation had
outstanding 36,827,600 shares of Common Stock, $1 par value ("Common Stock"),
each share of which is entitled to one vote at the meeting. Common Stock is
the only outstanding voting security of the Corporation. The presence of a
majority of the outstanding shares of Common Stock in person or by proxy,
including proxies reflecting broker nonvotes or abstention as to one or more
items, will constitute a quorum of shareholders for the meeting. All
references to shares of Common Stock and per share prices thereof in the
proxy statement have been adjusted where appropriate to reflect stock splits
and stock dividends.
ELECTION OF DIRECTORS
The Board of Directors of the Corporation consists of 12 members,
divided into three classes serving staggered terms. All of the nominees for
election as Class I directors are members of the present Board. The term of
office for which each of the Class I nominees is a candidate will expire at
the annual meeting of shareholders in 1998. In voting for election of the
four nominees, shareholders will be entitled to cumulate their votes by
giving one nominee for director as many votes as shall equal the product of
the number of positions to be filled multiplied by the number of their
shares, or by distributing such votes on the same principle among any number
of nominees. If the number of nominees for election as director were to
exceed four (the number of positions to be filled), the four nominees
receiving the highest number of votes would be elected.
The Corporation's Bylaws provide that nominations for election to
the Board of Directors may be made by the Board, by a proxy committee
appointed by the Board, or by any shareholder entitled to vote for the
election of directors. A shareholder intending to make one or more
nominations at an annual shareholders' meeting must give written notice of
such intent, by personal delivery or mail, to the Secretary of the
Corporation at least 90 days in advance of the meeting. Such notice must
include the name and address of the shareholder and each proposed nominee, a
representation that the shareholder is a record holder of Common Stock and
intends to appear in person or by proxy at the meeting to nominate the person
or persons specified in the notice, a description of any arrangements or
understandings pursuant to which the nominations are to be made, the consent
of each nominee to serve as a director if elected and such other information
regarding each proposed nominee as would be required to be included in the
Corporation's proxy statement had the person been nominated by the Board.
The Corporation has not received any such notice with respect to the
nomination of directors for election at the 1995 annual meeting.
Unless authority to vote for a director or directors is withheld,
the accompanying proxy will be voted for the election of the nominees named
below. Shares represented by proxies which have been marked to withhold
authority to vote for one or more nominees will be treated as not voted for
such nominee or nominees and the withheld votes will not be cast for any of
the other nominees unless the shareholder otherwise indicates on the proxy.
If for any reason a nominee should become unavailable for election (an event
the Board does not anticipate), the proxy will be voted for the election of
such substitute nominee as may be designated by the Board.
The following table sets forth information with respect to each
person nominated for election as a director and each other person whose term
of office as a director will continue after the meeting, including their
names and addresses, ages as of February 1, 1995, business experience during
the past five years, and directorships in other corporations. The table also
indicates the period during which each person has served as a director of the
Corporation (or, prior to the Corporation's formation as a bank holding
company in 1981, as a director of West One Bank, Idaho). There are no family
relationships among the directors.
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation Director
Name and Address and Certain Other Directorships(1)Age Since
CLASS I (nominees for terms of office to expire in 1998):
<S> <C> <C> <C>
Harry Bettis(2) Rancher. 60 1971
Payette, Idaho
Norma Denzer CuginiCommunity volunteer. 66 1994
Renton, Washington
John B. Fery(2) Chairman of the board and 64 1976
Boise, Idaho a director of Boise Cascade Corporation
(paper and forest products). Director of
Albertson's, Inc., Boeing Company, and
Hewlett-Packard Company.
Stuart A. Hall President and chief executive officer and541989
Portland, Oregona director of Liberty Northwest Insurance
Corporation, a workers compensation and
business insurance carrier.
Class II (directors whose terms of office will expire in 1996):
D. Michael Jones President of the Corporation. 52 1993
Boise, Idaho
Jack B. Little Private investor. 58 1980(3)
Boise, Idaho
Warren E. McCain(2)Chairman of the executive committee and691980
Boise, Idaho a director of Albertson's, Inc.
(supermarket and drug retailer). Director
of Pope & Talbot Inc. and Portland General
Corporation.
Douglas W. McCallumOwner of First Financial Resources, Inc.,551993
Redmond, Washingtona national insurance brokerage and marketing
organization.
CLASS III (directors whose terms of office will expire in 1997):
William J. Deasy Vice chairman of the board, president57 1985
New Orleans, and chief executive officer of T. L.
Louisiana James & Co. (construction, dredging,
and natural resources). Director of
Flatiron Structures Inc.
Daniel R. Nelson(2)Chairman and chief executive officer of571985
Boise, Idaho the Corporation.
Allen T. Noble(2)President of Farm Development Corporation661975(4)
Boise, Idaho (corporate agricultural management).
Director of Micron Technology, Inc.
Philip B. Soulen(2)President of Soulen Livestock Company65 1975
Weiser, Idaho (cattle and sheep production). Director
of Idaho Power Company.
(1) During the past five years, the principal occupation and employment of each director has been in the capacity set forth
above except as follows:
(a) Ms. Cugini was chairman of the board of Community Bank of Renton from 1976 until its acquisition by the
Corporation in 1989.
(b) Mr. Deasy became vice chairman of the board of T. L. James & Co. in October 1991 and president and chief
executive officer in January 1992. Before he joined T. L. James & Co., Mr. Deasy was engaged in personal
pursuits.
(c) Mr. Fery was chairman and chief executive officer of Boise Cascade Corporation until his retirement in July
1994.
(d) Mr. Hall became president and chief executive officer of Liberty Northwest Insurance Corporation in August
1993. Prior to that, he was president and chief executive officer of Hanna Car Wash International, Inc., since
January 1992. Mr. Hall was president of Carson Oil Company, a distributor of petroleum products, for more than
five years until October 1991.
(e) Mr. McCain was chairman and chief executive officer of Albertson's, Inc., for more than five years until
February 1991.
(2) Member of executive committee.
(3) Mr. Little was not a director of the Corporation from March 1983 until April 1985.
(4) Mr. Noble was not a director of the Corporation from March 1983 until September 1984.
</TABLE>
Stock Ownership by Management
The following table gives certain information regarding the beneficial
ownership of Common Stock as of February 1, 1995, by each director, by
certain executive officers, and by all directors and executive officers of
the Corporation as a group. In addition, it gives information about each
person or group known to the Corporation to own beneficially more than 5% of
the outstanding shares of Common Stock as of December 31, 1994. Information
as to beneficial stock ownership is based on data furnished by the persons
concerning whom such information is given. No director or executive officer
beneficially owns as much as one percent of the outstanding Common Stock
except Mr. Bettis, who owns 5.7%. All directors and executive officers as a
group (17 persons) beneficially own a total of 7.2% of the outstanding Common
Stock.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership(1)
Shared Voting
Sole Voting and and
Dispositive Dispositive
Name Power(2) Power
- ----------------------------------------------------------
<S> <C> <C>
Harry Bettis (3) . . . . . . . 2,033,009(5) 57,344
Dwight V. Board . . . . . . . 36,039(4)(6)
Norma Denzer Cugini. . . . . . 58,890
William J. Deasy . . . . . . . 15,000
John B. Fery . . . . . . . . . 13,458(5)
Stuart A. Hall . . . . . . . . 5,451(5)
Scott M. Hayes . . . . . . . . 77,747(4)(6)
D. Michael Jones . . . . . . . 53,858(4)(6)
Robert J. Lane . . . . . . . . 78,194(4)(6) 300
Jack B. Little . . . . . . . . 33,712 246
Warren E. McCain . . . . . . . 4,328 864
Douglas W. McCallum. . . . . . 4,510(5) 600
Daniel R. Nelson . . . . . . . 149,451(4)(6) 822
Allen T. Noble . . . . . . . . 4,674
Philip B. Soulen . . . . . . . 17,093(5) 1,194
All directors and executive officers
as a group (17 persons). . . . 2,626,908(4)(6) 61,370
- ------------
(1) Shares are shown as beneficially owned if the person named in the table has or shares the power to vote, or to direct
the voting of, or the power to dispose of, or to direct the disposition of, such shares. Inclusion of shares in the
table does not necessarily mean that the persons named have any economic beneficial interest in shares set opposite
their respective names.
(2) Includes shares subject to applicable community property and similar statutes.
(3) Mr. Bettis' address is Star Route, Payette, Idaho 83661.
(4) Includes shares allocated under the Corporation's Employee Thrift Investment Plan, as to which participants have voting
power, as follows: Mr. Board, 4,563 shares; Mr. Hayes, 8,300 shares; Mr. Jones, 3,884 shares; Mr. Lane, 4,151 shares;
Mr. Nelson, 3,329 shares; and all executive officers as a group, including those named, 28,865 shares.
(5) Includes restricted shares received in lieu of cash directors' fees as to which the holders have voting power, as
follows: Mr. Bettis, 1,972 shares; Mr. Fery, 986 shares; Mr. Hall, 1,864 shares; Mr. McCallum, 1,560 shares; and
Mr. Soulen, 1,972 shares.
(6) Includes shares which executive officers have the right to acquire within 60 days of February 1, 1995, upon exercise of
options granted under the Corporation's stock option plans as follows: Mr. Board, 21,500 shares; Mr. Hayes, 53,365
shares; Mr. Jones, 10,750 shares; Mr. Lane, 71,000 shares; Mr. Nelson, 121,531 shares; and all executive officers as a
group, including those named, 309,646 shares.
</TABLE>
Each director and executive officer disclaims beneficial ownership of
any shares owned by his or her spouse, minor children or other relatives,
including any shares held in trust for the benefit of his or her spouse,
children or other relatives, whether or not the director or executive officer
is the trustee or cotrustee thereof. Each director and executive officer
also disclaims beneficial ownership of any shares held by any corporation or
charitable foundation, whether or not he or she is a director, officer or
shareholder thereof.
Directors' Meetings and Standing Committees
The standing committees of the Corporation's Board of Directors include
an audit committee and a compensation and benefits committee. The
Corporation does not have a standing nominating committee, but the Board's
executive committee will consider suggestions submitted by shareholders for
proposed nominees for director. Any recommendations as to nominees for
election at the 1996 annual meeting should be submitted in writing by
November 8, 1995, to the Secretary of the Corporation at its principal
executive offices and should include the name, address and qualifications of
each proposed nominee.
During 1994, the Board of Directors of the Corporation held six
meetings, the audit committee held four meetings and the compensation and
benefits committee held four meetings. In addition, the Board has an
executive committee which met six times, an investment committee which met
three times, and a credit quality committee which met five times during 1994.
Each director attended more than 75 percent of the aggregate of the total
number of meetings of the Board and the total number of meetings held by all
committees of the Board on which he or she served during 1994.
The audit committee reviews services provided by the independent
auditors, makes recommendations concerning their engagement or discharge, and
reviews with management and the independent auditors the results of their
audit, the adequacy of internal accounting controls, the quality of financial
reporting, compliance with certain requirements relating to the safety and
soundness of the Corporation's banking institutions, and any recommendations
for improvement that they may have with respect to the Corporation and its
subsidiaries. The members of the audit committee are Mr. Hall, chairman, and
Ms. Cugini, Mr. Deasy, and Mr. Soulen.
The compensation and benefits committee reviews the compensation of
officers of the Corporation and its subsidiaries prior to consideration of
such matters by the Board of Directors as a whole. The committee also
administers the Corporation's Retirement Plan, Executive Deferred
Compensation Plan, Executive Incentive Bonus Plan, and stock option plans and
makes decisions as to grants of options and other stock-based awards.
Compensation Committee Interlocks and Insider Participation. The
members of the compensation and benefits committee are Mr. McCain, chairman,
and Messrs. Bettis, Deasy and Fery. The Corporation and its subsidiaries
have had, and expect to have in the future, loan transactions in the ordinary
course of business with officers and directors of the Corporation and
associates of the directors, including the members of the compensation and
benefits committee and associates of such members. 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 do not involve more than a normal risk of collectability or present other
unfavorable features.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the compensation awarded or paid to, or
earned by, the Corporation's chief executive officer and each of its four
other most highly compensated executive officers (the "named executive
officers") during each of the years in the three-year period ended
December 31, 1994.
<PAGE>
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------- ------------
Number of
Name and Securities
Principal Underlying All Other Com-
Position Year Salary Bonus Options (1) pensation(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Daniel R. Nelson 1994 $457,944$302,243 61,776(3) $62,294
Chairman and Chief 1993 429,996 180,598 34,762(3) 14,163
Executive Officer 1992 396,660 256,837 32,000(3) 7,934
D. Michael Jones 1994 296,628 126,067 24,173(3) 30,878
President 1993 278,520 102,635 33,488(3) 9,323
1992 260,520 129,609 25,060(3) 7,696
Robert J. Lane 1994 296,628 140,898 23,000 36,985
President and Chief1993 278,520 132,297 15,000 13,246
Executive Officer of1992 260,520 117,885 14,000 9,821
West One Bank,
Idaho
Scott M. Hayes 1994 201,156 93,035 16,096(3) 24,019
Executive Vice 1993 166,992 52,185 16,211(3) 8,095
President and Chief1992 151,812 63,761 14,000 6,366
Financial Officer
Dwight V. Board 1994 148,392 56,389 6,777(3) 17,531
Senior Vice 1993 137,400 35,724 5,884(3) 5,948
President and 1992 127,224 41,666 6,436(3) 3,914
General Counsel
_____________
(1) No stock appreciation rights ("SARs") were granted to the named
executive officers during the years indicated.
(2) Amounts shown for 1994, consisting of (i) contributions by the
Corporation to the matching accounts of the named executive officers under
the Corporation's Employee Thrift Investment Plan, a qualified plan under
Section 401(k) of the Internal Revenue Code (the "Code"), and invested in
Common Stock; (ii) interest accrued to the accounts of the named executive
officers under the Corporation's Executive Deferred Compensation Plan (to the
extent that such interest exceeds amounts accrued at a rate equal to
120 percent of the applicable federal long-term rate), compounded monthly;
and (iii) the dollar value of the benefit of premiums paid in 1994 for split-
dollar life insurance policies, projected on an actuarial basis, calculated
as if the premiums were advanced without interest until recovered by the
Company upon termination of the split dollar agreement (generally, at the
retirement of the executive or the 16th policy year, whichever is later),
were as follows:
<PAGE>
(i) (ii) (iii)
-------------------------------------------------
Mr. Nelson $4,620 $12,455 $45,219
Mr. Jones 4,620 8,095 18,163
Mr. Lane 4,620 11,132 21,233
Mr. Hayes 4,620 4,961 14,438
Mr. Board 3,409 3,873 10,249
(3) Includes options granted automatically ("reload options") in an amount
equal to the number of shares delivered in payment of the exercise price of
previously-granted options to the following persons in 1994, 1993, and 1992,
respectively: Mr. Nelson, 11,776, 4,762, and 2,000 shares; Mr. Jones, 1,173,
18,488, and 11,060 shares; Mr. Hayes, 1,096, 1,211, and 0 shares; and
Mr. Board, 777, 884, and 1,436 shares.
</TABLE>
Stock Option Data
In 1991, the Corporation adopted, with shareholder approval, the 1991
Performance and Equity Incentive Plan (the "1991 Incentive Plan"), which
provides for the grant of stock options and other stock-based awards to
officers and other key employees of the Corporation and its subsidiaries.
The following table provides information as to options to purchase Common
Stock granted to the named executive officers during 1994.
Option Grants in Last Fiscal Year
Individual Grants
Number of % of Total
Securities Options
Underlying Granted to Exercise Grant Date
Options Employees in Price Expiration Present
Name Granted (1) Fiscal Year ($/Share) Date Value(2)
- ----------------------------------------------------- ---------- ---------
Daniel R. Nelson 1,936(3) .61% $27.00 01/03/98$ 9,551
9,840(3) 3.10 27.00 01/03/98 48,543
50,000 15.76 24.75 12/12/04380,249
D. Michael Jones 1,173(3) .37 31.50 01/18/00 9,016
23,000 7.25 24.75 12/12/04174,914
Robert J. Lane 23,000 7.25 24.75 12/12/04174,914
Scott M. Hayes 458(3) .14 32.00 01/03/98 2,829
15,000 4.73 24.75 12/12/04119,819
638(3) .20 25.6875 01/03/98 2,913
Dwight V. Board 777(3) .24 30.5625 01/03/98 4,564
6,000 1.89 24.75 12/12/04 45,630
_____________
(1) Options were granted for the numbers of shares indicated at exercise
prices equal to the fair market value of the Common Stock on the date of
grant. Options generally become exercisable cumulatively in four equal
annual installments beginning one year after the date of grant and expire
10 years after the date of grant; provided that options will become
exercisable in full upon the occurrence of a change in control of the
Corporation (other than a change in control receiving advance approval by the
Board of Directors), but not earlier than six months after the date of grant.
A change in control includes any occurrence which would be required to be
reported as such by the SEC's proxy disclosure rules, including, without
limitation, such events as (i) the acquisition by a person or group (other
than the Company or any of its subsidiaries or employee benefit plans) of
30 percent or more of the combined voting power of the Company's voting
securities, (ii) replacement of more than 49 percent of the directors during
a 12-month period, (iii) certain transactions involving the merger or sale of
substantially all the assets of the Company, or (iv) approval by the
shareholders of a plan of liquidation or dissolution of the Company. Each
option includes a feature which entitles an optionee who uses previously-
acquired shares of Common Stock to pay all or part of the exercise price of
the option to receive a reload option to purchase a number of shares equal to
the number of shares tendered at an exercise price equal to the fair market
value of the Common Stock on the date of exercise. No SARs were granted to
the named executive officers during 1994.
(2) The values shown have been calculated based on the Black-Scholes option
pricing model and do not reflect the effect of restrictions on
transferability. The values indicated were calculated based on the following
assumptions: (i) expectations regarding volatility and dividend yield were
based on average quarterly data during the five-year period ended
December 31, 1994; (ii) the risk-free rate of return was assumed to be 6.75%
for options with terms less than or equal to five years and 7.25% for options
with terms greater than five years; and (iii) values were discounted by 3.0%
for each year during which vesting is restricted with respect to a given
option. The value which may ultimately be realized by the holders of the
reported options will depend on the market value of the Common Stock during
the periods during which the options are exercisable, which may vary
significantly from the assumptions underlying the Black-Scholes model.
(3) Represents reload options, which become 100% vested three years after
the date of grant subject to acceleration upon a change in control, and are
forfeited if the shares acquired upon exercise of the original option are
sold during that period. See note 1 above for a summary of the definition of
change in control. Reload options granted during 1994 will expire at the
later of January 3, 1998, and the expiration date of the original option.
_____________
Information regarding exercises of stock options during 1994, and
unexercised options held as of December 31, 1994, by the named executive
officers is summarized in the table below.
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values (1)
- -------------------------------------------------------------------------------------
Number of Value of Unexercised
Number of Securities Underlying In-the-Money
Shares Unexercised Options Options at
Underlying at Fiscal Year-End Fiscal Year-End(3)
Options Value
Name ExercisedRealized(2)Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Daniel R. Nelson37,027$681,805121,531 128,538 $1,540,813$482,865
D. Michael Jones3,000 57,562 17,750 76,471 106,421 193,859
Robert J. Lane -0- -0- 72,560 45,000 973,292 99,015
Scott M. Hayes4,211 91,096 67,426 38,557 900,123 79,834
Dwight V. Board3,048 64,365 24,500 17,597 308,984 44,470
_____________
(1) The named executive officers neither exercised any SARs during 1994 nor
held any SARs at December 31, 1994.
(2) Represents the difference between the fair market value of shares of
Common Stock subject to exercised options at the date of exercise and the
exercise price.
(3) Calculated based on the difference between $26.4375, which was the
average of the high and low sales prices of the Common Stock reported on the
NASDAQ National Market System on December 30, 1994, and the per share
exercise price of unexercised options. All options reflected in the table
were granted at an exercise price equal to the fair market value of a share
of Common Stock on the date of grant.
</TABLE>
Retirement Plan
The Corporation's tax-qualified retirement plan covers substantially
all employees of the Corporation and its subsidiaries, including officers.
The plan provides for payment of retirement benefits generally based upon an
employee's years of credited service with the Corporation or a subsidiary and
his compensation level (based on the average during the five consecutive
calendar years out of the last twelve years before retirement for which
compensation was highest). Retirement benefits vest after five years of
service.
In addition, the Corporation sponsors a nonqualified defined benefit
plan covering a select group of highly compensated employees. The
nonqualified plan provides for payment of retirement benefits based on an
executive's years of credited service with the Corporation or a subsidiary
and his covered compensation level. The limits on benefits and covered
compensation contained in the Internal Revenue Code for qualified plans do
not apply to the nonqualified plan.
The following table shows the estimated annual benefits payable upon
retirement, assuming retirement at age 65, for employees at specified
compensation levels with various years of credited service with the
Corporation or a subsidiary. The amounts in the table reflect the combined
benefits payable from the Corporation's qualified and nonqualified retirement
plans.
Pension Plan Table
Compensation
Level Years of Service
15 20 25 30 35
$125,000 $36,000 $ 52,000 $ 68,000 $ 68,000 $ 74,000
150,000 46,000 65,000 85,000 85,000 90,000
175,000 55,000 78,000 101,000 101,000 106,000
200,000 65,000 91,000 117,000 117,000 123,000
250,000 85,000 117,000 150,000 150,000 155,000
300,000 104,000 143,000 182,000 182,000 187,000
350,000 124,000 169,000 215,000 215,000 219,000
400,000 143,000 195,000 247,000 247,000 252,000
450,000 163,000 221,000 280,000 280,000 284,000
500,000 182,000 247,000 312,000 312,000 316,000
550,000 202,000 273,000 345,000 345,000 348,000
600,000 221,000 299,000 377,000 377,000 381,000
700,000 260,000 351,000 442,000 442,000 445,000
Compensation used in determining retirement benefits under the combined
provisions of the qualified and nonqualified plans generally consists of an
employee's regular earnings, plus cash bonuses, other cash incentives and
certain noncash benefits, including any amounts as to which payment is
deferred at the election of the employee.
Retirement benefits, which are computed as a straight-life annuity for
purposes of the above table, may be reduced from the amounts shown in the
case of early retirement (or other early termination of employment),
benefits paid in the form of a joint and survivor annuity, and employees
whose employment with the Corporation or a subsidiary has not been
continuous. Special provisions may apply in the case of death or disability.
Retirement benefits are not subject to reduction for social security
benefits, but are reduced by the value of matching contributions under the
Corporation's Employee Thrift Investment (401(k)) Plan.
The number of years of credited service under the Retirement Plan as of
December 31, 1994, for the named executive officers and, assuming their
retirement on that date with fully-vested benefits, the compensation levels
which would be used in determining retirement benefits are: Mr. Nelson,
10.75 years, $468,851; Mr. Jones, 7.6 years, $326,362; Mr. Lane, 11.25 years,
$285,154; Mr. Hayes, 13.2 years, $160,006; and Mr. Board, 23.3 years,
$125,858.
Directors' Compensation
Under the standard arrangement in effect at the end of 1994, directors
(other than directors who are full-time employees of the Corporation, who do
not receive directors' fees) are entitled to receive an annual fee of
$15,000, $1,000 for each Board meeting attended and $500 for each committee
meeting attended, except that the chairman of the audit committee is entitled
to receive an annual fee of $7,200 in lieu of audit committee meeting
attendance fees.
The payment of directors' fees may be deferred at the election of a
director pursuant to the Corporation's director deferred compensation plan.
Such deferred payments accrue interest at a rate equal to 3 percentage points
above Moody's Average Corporate Bond Yield Index.
Alternatively, non-employee directors may elect to receive restricted
shares under the 1991 Incentive Plan in lieu of their annual retainer fees.
Awards of restricted shares have a fair market value on the date of issuance
equal to the fees that would otherwise be payable to the director. Such
restricted shares are nontransferable during a Restriction Period ending on
the earlier of (i) the director's 65th birthday, if he or she is no longer a
director at that time, (ii) the director's termination as a director for any
reason after attaining age 65, (iii) the director's 70th birthday, or (iv)
the director's death or disability. The Board of Directors, in its
discretion, may cause the Restriction Period to expire earlier. In the event
of a change in control of the Corporation (other than a change in control
receiving advance approval by the Board), the Restriction Period will
terminate automatically. See "Stock Option Data" for a summary of the
definition of change in control.
Employment Agreements
The Corporation has entered into agreements with certain of its key
employees, including Messrs. Nelson, Jones, Lane, Hayes, and Board, which
provide for severance compensation to such employees in the event their
employment with the Corporation is terminated subsequent to a change in
control of the Corporation under the circumstances set forth in the
agreements. See "Stock Option Data" for a summary of the definition of
change in control. Pursuant to the agreements, the employees have agreed to
remain in the Corporation's employ following a tender offer or exchange offer
for more than 30% of the combined voting power of the Corporation's voting
securities until such offer has been abandoned or terminated or a change in
control has occurred and unless the Corporation reduces the employee's
compensation.
If, within 24 months following a change in control, the employee's
employment with the Corporation is terminated by the Corporation without
cause (as defined) or by the employee with good reason (as defined), then the
Corporation shall pay to the employee, upon demand, his full base salary
through the date of termination at the rate in effect on the date the change
in control occurred, plus an amount equal to 1.5 times the sum of (a) his
annual base salary at the above-specified rate and (b) the average annual
incentive compensation (if any) paid or accrued to his benefit in respect of
the two fiscal years prior to the fiscal year in which the change in control
occurs. The amount thus payable is subject to upward adjustment in the event
that any compensation or benefits received by the employee in connection with
a change in control of the Corporation or termination of employment
thereafter are subject to certain federal excise taxes, such that the net
amount retained by the employee is the same as if such taxes had not been
applicable.
The agreements further provide for the continuation of all noncash
employee benefit plans and arrangements, with certain exceptions, for a
period of one year following termination of employment after a change in
control except by death, by the Corporation for cause or disability, or by
the employee other than for good reason. The employee is also entitled to be
reimbursed for any reasonable legal fees and expenses he may incur in
enforcing his rights under the agreement.
As of December 31, 1994, each agreement then in effect was extended
until December 31, 1995, with automatic annual extensions thereafter unless
either the Corporation or the employee gives notice that the agreement shall
not be extended. In the event of a change in control while the agreements
are in effect, the agreements shall also be automatically extended for
24 months from the date the change in control occurs. The agreements will
generally terminate upon termination of employment prior to a change in
control of the Corporation.
REPORT OF THE COMPENSATION AND BENEFITS COMMITTEE
As members of the Compensation and Benefits Committee (the
"Committee"), we are responsible for the administration of the Corporation's
Retirement Plan, Executive Deferred Compensation Plan, Executive Incentive
Bonus Plan, and stock option plans. The Committee also reviews compensation
levels of executive management and makes recommendations to the Board
regarding salaries and bonuses to be paid to executives.
The Corporation's overall approach to executive compensation is based
on a philosophy that combines a goal-driven annual cash compensation package
with equity incentives designed to build stock ownership among key employees.
These two key principles serve to align executives effectively with
shareholder interests by focusing management on financial goals needed to
secure shareholder value, as well as steady long-term growth, by strongly
encouraging significant ownership in the Corporation's stock. Under present
circumstances, executive compensation is expected to be fully deductible
under the federal tax laws.
The Corporation maintains a competitive salary structure; each year
salaries for executive officers are reviewed against market information
assembled by consultants. The objective is to maintain salaries at a level
which is equivalent to that of approximately 40 banks surveyed nationwide
with total assets ranging from $2 billion to $20 billion. Such banks are
among those included in the SIC Code 602 Index referred to under "Stock
Performance Graph" below. Competitive rates are determined by a single
regression analysis which predicts compensation amounts by position based on
size of the institution as measured by criteria appropriate to the position
being analyzed, generally assets, loans or deposits. Adjustments to
competitive rates are then considered based on the Committee's overall
assessment of the Corporation's performance and of each executive's
individual contribution and achievement of objectives. Based on the annual
market survey and its assessment of individual and corporate performance, the
Committee approved a 5.9% increase in salary for 1994 for Daniel R. Nelson,
the Corporation's chief executive officer.
The Executive Incentive Bonus Plan rewards participants for the
achievement of corporate, subsidiary, business unit, and individual goals.
Goals based on return on assets, return on equity, and net income are set at
the beginning of each year in the context of a long-term planning process and
a review of peer banks with asset sizes comparable to that of the Corporation
and its major banking subsidiaries. Net income is given a relative weight of
50%, while the other factors each receive a weight of 25%. For 1994,
participants were assigned target awards, ranging from 15% to 40% of base
salary, payable if performance equal to target goals was achieved.
Mr. Nelson's 1994 target award was set at 40% of his base salary based on
achievement of corporate goals.
If performance in 1994 had not reached at least 95% of target levels,
no awards would have been paid under the Executive Incentive Bonus Plan; at
the 95% level, payments equal to 80% of target awards were payable. If 1994
performance exceeded target levels, amounts in excess of target awards were
payable, up to a maximum of 200% of target amounts if performance equaled
110% of target levels.
The Corporation met or exceeded all target performance levels
established for 1994 under the Executive Incentive Bonus Plan. Net income
for 1994 of $103,170,912 was 24% higher than in 1993. The Corporation's
return on assets for 1994 was 1.28% compared with 1.14% for 1993, while its
return on equity for 1994 was 15.63% compared to 15.61% for 1993.
Accordingly, a bonus for 1994 of 66% of Mr. Nelson's base salary (as compared
to a target award of 40%) was approved by the Committee.
The Corporation also provides long-term incentive compensation through
stock-based awards under the 1991 Performance and Equity Incentive Plan.
Stock options are generally granted to executive officers pursuant to the
plan each year. Grants are not subject to specific criteria; rather, the
Committee considers its subjective evaluation of each individual's
contribution to the Corporation's success, the number of exercisable options
which the individual already holds and the amount of gain realizable, and the
extent to which the individual has sold shares of Common Stock in the past
year. Options granted to executive officers include a reload option which is
intended to encourage long-term stock ownership.
In conclusion, the Committee believes its executive compensation
philosophy is aligned with the interests of shareholders by enabling the
Corporation to attract and retain the level of management talent needed to
forge and accomplish a successful business strategy, and by providing
reasonable, competitive and motivational rewards.
COMPENSATION AND BENEFITS COMMITTEE
Harry Bettis John B. Fery
William J. Deasy Warren E. McCain<PAGE>
STOCK PERFORMANCE GRAPH
The following graph shows the five-year cumulative total return for the
period ended December 31, 1994, for the Common Stock, for the NASDAQ Market
Value Index, and for the SIC Code 602 Index of domestic commercial banks, in
each case assuming investment of $100 at the market close on the last trading
day prior to January 1, 1990, and reinvestment of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
1990 1991 1992 1993 1994
---- ---- ---- ---- ----
West One Bancorp $110 $149 $246 $283 $270
SIC Code Commercial
Banks 77 109 130 154 146
NASDAQ Market
Index 81 104 105 126 132
APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Coopers & Lybrand LLP as
independent auditors to examine the financial statements of the Corporation
for the fiscal year ending December 31, 1995. Although the appointment of
auditors is not required to be submitted to a vote of the shareholders, the
Board of Directors has decided to ask the shareholders to approve the
appointment and recommends that you vote FOR approval. If a majority of the
shares of Common Stock represented at the annual meeting does not vote to
approve the appointment, the Board will reconsider the appointment.
The Corporation expects representatives of Coopers & Lybrand LLP to be
present at the 1995 annual shareholders meeting and to be available to
respond to appropriate questions. The accountants will have the opportunity
to make a statement at the annual meeting if they desire to do so.
OTHER MATTERS
Management knows of no matters to be brought before the annual meeting
other than the election of directors and ratification of the selection of
auditors. However, if any other business properly comes before the meeting,
the persons named in the accompanying form of proxy will vote or refrain from
voting thereon in accordance with their judgment pursuant to the
discretionary authority given them in the proxy.
<PAGE>
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Shareholder proposals submitted for inclusion in the 1996 proxy
materials and consideration at the 1996 annual meeting of shareholders must
be received by the Corporation by November 8, 1995. Any such proposal should
comply with the SEC's rules governing shareholder proposals submitted for
inclusion in proxy materials.
March 7, 1995 WEST ONE BANCORP
<PAGE>
Free Parking for Annual Meeting
Free parking will be available at the Eastman Garage, Capital Terrace Garage
and surface parking areas as indicated on the map below. Parking validation
tickets will be available upon request at greeters' tables in the lobby of
the Centre. Handicap parking is available as indicated on the map. Parking
is not available under the Boise Centre on the Grove.
Here appears a map showing the location in Boise,
Idaho, of the 1995 annual meeting of shareholders of
West One Bancorp, including surrounding streets,
adjacent buildings, available parking, and entrances to
the Boise Centre on the Grove.
<PAGE>
APPENDIX I
PROXY
WEST ONE BANCORP
1995 Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel R. Nelson and D. Michael Jones as
proxies, each with power to act alone and with power of substitution, and
hereby authorizes them to represent and to vote all the shares of common
stock of West One Bancorp which the undersigned may be entitled to vote at
the Annual Meeting of Shareholders to be held on Thursday, April 20, 1995, at
10:30 a.m., or any adjournments thereof:
1. ELECTION OF CLASS I DIRECTORS:
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
Harry Bettis John B. Fery
Norma Denzer Cugini Stuart A. Hall
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
_________________________________________________________________
2. PROPOSAL TO APPROVE THE APPOINTMENT OF COOPERS & LYBRAND LLP as
independent auditors for the fiscal year ending December 31, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon any other matters which may properly come
before the meeting.
<PAGE>
The shares represented by this proxy when properly executed will be voted in
the manner directed herein by the undersigned shareholder. If no direction
is made, this proxy will be voted FOR Items 1 and 2. If a person other than
the nominees listed above is nominated for election as a Class I director,
the persons named as proxies may vote cumulatively and distribute votes among
the nominees in their discretion. If any other matters properly come before
the meeting, the persons named as proxies will vote in accordance with their
best judgment.
The undersigned acknowledges receipt of the 1995 Notice of Annual Meeting and
accompanying Proxy Statement and revokes all prior proxies for said meeting.
Please sign exactly as your name appears below. If the shares are jointly
held, each joint owner named should sign. When signing as attorney, personal
representative, administrator, or other fiduciary, please give full title.
If a corporation, please sign in full corporate name by authorized officer.
If a partnership, please sign in partnership name by authorized person.
Date:__________________________, 1995
_____________________________________
(Signature of Shareholder)
_____________________________________
(Signature of Shareholder)
Please Mark, Sign, Date, and Return the Proxy
Card Promptly Using the Enclosed Envelope.
<PAGE>
APPEDNDIX II
March 7, 1995 WEST ONE
BANCORP
TO: PARTICIPANTS IN THE WEST ONE BANCORP EMPLOYEE THRIFT INVESTMENT PLAN
The enclosed Notice of Annual Meeting of West One Bancorp (the
"Corporation"), Proxy Statement, a proxy card, return envelope, and copy of
the Corporation's 1994 Annual Report to its shareholders are being sent to
you as a participant in the Corporation's Employee Thrift Investment Plan
(the "Plan"). The Notice of Annual Meeting, Proxy Statement, and 1994 Annual
Report are the same as those furnished by the Corporation to its
shareholders. They are furnished to you for your information and pursuant to
the terms of the Plan.
West One Bank, Idaho, Trustee of the Plan, will vote the full shares of
common stock of the Corporation credited to your account in the Plan (whether
or not fully vested) as of February 25, 1995, in accordance with your
instructions. The number of shares you hold in the Plan can be identified by
the label on your proxy card. The numbers shown in the bottom right-hand
corner of the label identify the shares credited to you.
In order to furnish the Trustee with your voting instructions, you should
check the appropriate boxes on the enclosed proxy card, sign and date the
card, and return it to the Trustee using the enclosed return envelope. This
proxy card is for use only to direct the Trustee in voting the shares
credited to your accounts in the Plan. If the proxy card is not signed and
returned to the Trustee, these shares will not be voted.
If you wish to have the Trustee vote according to your instructions, the
Trustee must receive your completed proxy card no later than April 15, 1995.
THRIFT INVESTMENT PLAN COMMITTEE
(Terrance J. Dobson)
(Gary J. Peters)
(D. Michael Jones)
(Scott M. Hayes)
(Steven A. Souders)
(Jennifer Young)
