<PAGE>
[SC BANCORP LOGO]
April 12, 1996
Dear Fellow Shareholder:
Our officers and directors join me in inviting you to attend the 1996 Annual
Meeting of Shareholders of SC Bancorp. The formal notice of this meeting and
the proxy statement accompanying this letter.
By attending the meeting, you will have an opportunity to hear the plans for
our company's future, to meet your officers and directors, and to participate
in the business of the meeting. If it is not possible for you to attend,
please return the enclosed blue proxy card immediately to ensure your share
will be voted. Since mail delays occur frequently, it is important the proxy
be returned well in advance of the meeting.
We look forward to seeing you on May 23, 1996, at 1:30 p.m. in the Laguna
Newport Room of the Doubletree Hotel, 100 The City Drive, Orange, California
(714 634-4500). A map is attached for your convenience.
Very truly yours,
/s/ LARRY D. HARTWIG
-------------------------------
Larry D. Hartwig
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LDH:hs
Enclosures
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SC 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>
SC BANCORP
3800 EAST LAPALMA AVENUE
ANAHEIM, CALIFORNIA 92807
_________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 23, 1996
_________________
TO THE SHAREHOLDERS OF SC BANCORP:
You are cordially invited to attend the Annual Meeting of Shareholders (the
"Annual Meeting") of SC Bancorp (the "Company") to be held on May 23, 1996, at
1:30 p.m., at the Doubletree Hotel, 100 The City Drive, Orange, California
92668, for the following purposes:
1. To elect the following three directors of the Company to hold office until
the 1999 annual meeting of shareholders:
N. Keith Abbott Robert C. Ball William C. Greenbeck
2. To consider and act upon a proposal to ratify the appointment of Deloitte &
Touche LLP as the Company's Independent Public Accountants for 1996.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Only shareholders of record at the close of business on April 1, 1996 will
be entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
By Order of the Board of Directors
/s/ WILLIAM C. GREENBECK
------------------------------
William C. Greenbeck
SECRETARY
April 12, 1996
IMPORTANT: PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED BLUE PROXY
CARD IN THE POST-PAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE
REPRESENTED AT THE ANNUAL MEETING. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY
VOTE IN PERSON IF YOU WISH TO DO SO EVEN THOUGH YOU HAVE SENT IN YOUR PROXY.
<PAGE>
SC BANCORP
3800 EAST LAPALMA AVENUE
ANAHEIM, CALIFORNIA 92807
ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 1996
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is being furnished by SC Bancorp (the "Company") in
connection with the solicitation of proxies by the Board of Directors of the
Company for use at the 1996 Annual Meeting of Shareholders currently scheduled
to be held at the Doubletree Hotel, 100 The City Drive, Orange, California
92668, on May 23, 1996 at 1:30 p.m. or at any adjournments or postponement
thereof (the "Annual Meeting"), for the purposes set forth herein and in the
foregoing Notice.
This Proxy Statement and the accompanying Proxy are first being mailed to
the Company's shareholders on approximately April 15, 1996. The Annual Report
to Shareholders for the fiscal year ended December 31, 1995 is being mailed to
shareholders prior to or contemporaneously with this Proxy Statement.
VOTING
There were 7,472,805 shares of the Company's common stock (the "Common
Stock") issued and outstanding on April 1, 1996, which has been fixed as the
record date for the purpose of determining shareholders entitled to notice of
and to vote at the Annual Meeting (the "Record Date"). For each matter
submitted to the vote of the shareholders, each holder of Common Stock will be
entitled to one vote, in person or by proxy, for each share of Common Stock he
or she held of record on the books of the Company as of the Record Date.
The presence, in person or by proxy, of a majority of the shares entitled
to vote will constitute a quorum for the Annual Meeting. Votes cast by proxy or
in person at the Annual Meeting will be counted by an appointed inspector of
election. The inspector of election will treat shares represented by proxies
that reflect abstentions as shares that are present and entitled to vote, for
purposes of determining the presence of a quorum and for purposes of determining
the outcome of any matter submitted to the shareholders for a vote.
Abstentions, however, do not constitute a vote "for" or "against" any matter and
thus will be disregarded in the calculation of a plurality or of "votes cast."
The inspector of election will treat shares referred to as "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or persons entitled to vote or that the
broker or nominee does not have discretionary power to vote on a particular
matter) as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. However, for purposes of determining the
outcome of any matter as to which the broker has physically indicated on the
proxy that it does not have discretionary authority to vote, those shares will
be treated as not present
-1-
<PAGE>
and not entitled to vote with respect to that matter even though those shares
are considered entitled to vote for quorum purposes and may be entitled to vote
on other matters.
REVOCABILITY OF PROXIES
Any person giving a proxy in the form accompanying this Proxy Statement has
the power to revoke it at any time before its exercise. Such revocation may be
effected by a writing delivered to the Company stating that the proxy is revoked
or by executing a subsequent proxy and presenting it at the meeting, or by
attendance at the meeting and voting in person.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD
BOARD MEETINGS AND DIRECTOR COMPENSATION
During 1995, there were twelve meetings of the Board of Directors of the
Company and twelve meetings of the Board of Directors of Southern California
Bank (the "Bank"). Directors of the Company receive $200 for each Board meeting
attended, are fully compensated for the first excused absence and partially
compensated for the second and third excused absences. Directors of the Bank
receive $800 for each Board meeting attended, except for the Chairman of the
Board, Mr. H.A. Beisswenger, who receives $1300 for each Board meeting attended,
are fully compensated for the first excused absence and are partially
compensated for the second and third excused absences. Directors also receive
$100 and $400 for attendance at any special Board meeting of the Company or the
Bank, respectively. Directors attending standing committees of the Company or
the Bank receive $250 per meeting, except as noted below. Pursuant to the terms
of his employment agreement, Mr. Hartwig, President and Chief Executive Officer
of the Company and the Bank, did not receive fees for services as a Director in
1995 and will not receive fees for services as a Director in 1996. None of the
incumbent Directors attended less than seventy-five percent (75%) of all Board
and committee meetings held during the period for which he has been a Director.
All Directors are eligible to participate in the Company's stock option plan.
BOARD COMMITTEES
Set forth below is information concerning certain standing committees of
the Boards of Directors of the Company and the Bank.
NOMINATING COMMITTEE. The Company's Nominating Committee currently
consists of five Directors: H.A. Beisswenger, James E. Cunningham, Larry D.
Hartwig, Irving J. Pinsky and Donald E. Wood. Mr. Wood is chairman of the
committee. The committee met once in 1995. In addition, the By-laws of the
Company set forth certain procedures for nominations to the Board of Directors
made by persons other than the Board of Directors, which require written notice
(including certain specified information concerning the nominee and the
shareholder making the nomination) to the Company on or before the later of the
close of business 21 days prior to any meeting of the shareholders called for
the election of Directors and ten days after the date of mailing of notice of
the meeting to shareholders. The notification must be accompanied by a written
consent to be named as a nominee for election as a Director from each proposed
nominee.
AUDIT & COMPLIANCE COMMITTEE. The Company's Audit & Compliance Committee
currently consists of four non-employee Directors: Robert C. Ball, James E.
Cunningham, Irving J. Pinsky and Peer A. Swan. Mr. Swan is chairman of the
committee. The Company Audit & Compliance Committee met five times in 1995.
The Audit & Compliance Committee of the Company reviews audits and
-2-
<PAGE>
considers the adequacy of auditing procedures for the Company. Members of the
Company's Audit & Compliance Committee who are also members of the Bank's Audit
& Compliance Committee are not separately compensated for meetings of the
Company's Audit & Compliance Committee.
The Company does not maintain a standing compensation committee. The Bank,
however, has a standing Compensation & Benefits Committee, as described below.
COMPENSATION & BENEFITS COMMITTEE. The Bank's Compensation & Benefits
Committee currently consists of five non-employee Directors: N. Keith Abbott,
Robert C. Ball, H.A. Beisswenger, William C. Greenbeck and Irving J. Pinsky.
Mr. Greenbeck is chairman of the committee. The committee met eight times in
1995. The Compensation & Benefits Committee is responsible for reviewing and
approving, within their authority, compensation, benefits, training and other
human resource policies and making recommendations concerning such matters to
the Board of Directors.
NOMINEES FOR ELECTION AS DIRECTORS
The Company's By-laws currently provide that the Board of Directors will
consist of nine Directors divided into three classes, Class I, Class II and
Class III, each having three Directors. Class I Directors currently hold office
until the 1997 annual meeting of shareholders, Class II Directors currently hold
office until the 1998 annual meeting of shareholders and Class III Directors
currently hold office until the 1996 annual meeting of shareholders. Messrs.
Abbott, Ball and Greenbeck have been nominated to be elected as Class III
Directors at the Annual Meeting to hold office until the 1999 annual meeting.
Certain information regarding the Company's nominees for election as
Directors and all other Directors, including their respective business
addresses, ages, principal occupations (including terms as Director of the
Company and the Bank) and information regarding the aggregate number of shares
of Common Stock beneficially owned by each of them as of April 1, 1996, is set
forth in the tables below. Beneficial ownership is determined under the rules
of the Securities and Exchange Commission (the "Commission") and may not
necessarily indicate ownership for any other purpose. Unless otherwise stated,
each Director, including nominees, has sole voting power and sole investment
power with respect to the shares of Common Stock beneficially owned by such
Director and each Director is the beneficial owner of all shares owned of record
by such Director.
-3-
<PAGE>
BIOGRAPHICAL INFORMATION
<TABLE>
<CAPTION>
Terms As
Director Of
The Company Principal Occupations
Name, Address and Class Age And The Bank During Past Five Years
- ------------------------------ --- --------------- ----------------------
<S> <C> <C> <C>
N. Keith Abbott 72 1992-Present(1) Currently retired; Commissioner,
SC Bancorp Los Angeles County Civil Service
3800 East La Palma Avenue Commission, November 1980 to
Anaheim, CA 92807 July 1991.
Class I
Robert C. Ball 46 1995(2) General Production Manager,
Adohr Farms Adohr Farms since August 1992;
4002 West Westminster Assistant General Production
Santa Ana, CA 92702 Manager, Adohr Farms, May 1991
Class III to August 1992; General
Production Manager, Main Street
Dairy, August 1988 to May 1991;
Partner, Woodruff Properties
since 1986 (property management
and investment).
H.A. Beisswenger 70 1984-1990, Chairman of the Board of the
SC Bancorp 1992-Present Company and the Bank since June
3800 East LaPalma Avenue 1992; Currently retired;
Anaheim, CA 92807 Consultant to the Company and
Class I the Bank, June 1990 to June 1992.
James E. Cunningham 54 1992-Present(3) Chairman and President, Security
Security Express, Inc. Express, Inc. since 1975
7100 Honold Avenue (domestic air freight forwarding).
Garden Grove, CA 92641
Class II
William C. Greenbeck 48 1981-Present(4) Secretary of the Company since
Downey Land Limited 1981; Secretary of the Bank
9530 East Imperial Highway since 1984; Managing General
Suite S Partner, Downey Land Limited
Downey, CA 90242 since 1975 (developer and
Class III manager of industrial and
commercial real property).
Larry D. Hartwig 55 1990-Present President and Chief Executive
SC Bancorp Officer of the Company and the
3800 East LaPalma Avenue Bank since May 1990; Executive
Anaheim, CA 92807 Vice President of the Company
Class I and the Bank, January 1990 to
May 1990.
Irving J. Pinsky 74 1981-Present(4) President, Marsuda Rodgers
Marsuda Rodgers International International since 1977
5610 Union Pacific Avenue (importing company); General
Los Angeles, CA 90022 Partner, Pentagon Investment
Class II since 1951 (family investment
partnership); President,
Pentagon Leasing since 1975
(equipment leasing); President,
Hessmer Corp. since 1988
(incorporated property holdings).
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
Terms As
Director Of
The Company Principal Occupations
Name, Address and Class Age And The Bank During Past Five Years
- ------------------------------ --- --------------- ----------------------
<S> <C> <C> <C>
Peer A. Swan 51 1992-Present(5) Treasurer, Pacific Scientific
Pacific Scientific Company Company since 1982 (design,
620 Newport Center Drive manufacture and marketing of
Suite 700 technology-based proprietary
Newport Beach, CA 92660 products); Director, Irvine
Class III Ranch Water District since 1979;
Director, National Water
Research Institute since 1991;
Director and Vice Chairman,
County Sanitation Districts of
Orange County since 1986.
Donald E. Wood 72 1981-1991,(4) President, Community Pontiac and
Community Pontiac and Honda 1992-Present Honda since 1946 (automobile
13839 East Whittier Boulevard dealership).
Whittier, CA 90605
Class II
</TABLE>
- -----------------------
(1) Mr. Abbott was appointed in February, 1996, to fill the vacancy as a
Class I Director created by the resignation of Mr. LeGrande Coates,
Jr. Mr. Abbott is being nominated to serve as a Class III Director.
It is anticipated that Mr. Abbott will resign as a Class I Director
immediately prior to the Annual Meeting.
(2) Mr. Robert C. Ball was appointed in March 1995 to fill the vacancy as
a Class III Director created by the death of Mr. John L. Ball.
(3) Became a Director of the Company in 1993.
(4) Became a Director of the Bank in 1982.
(5) It is anticipated that Mr. Swan will be appointed to fill the vacancy
as a Class I Director upon the resignation of Mr. Abbott.
-5-
<PAGE>
OTHER EXECUTIVE OFFICERS OF THE COMPANY
The following table gives certain information as of April 1, 1996 as to
each executive officer who is not also a Director of the Company.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Michael V. Cummings. . . . . 54 Executive Vice President, Assistant
Secretary of the Company; Chief
Credit Officer and Chief
Administrative Officer of the Bank
David A. McCoy . . . . . . . 54 Executive Vice President, Assistant
Secretary of the Company; Executive
Vice President / Chief Operating
Officer of the Bank
Ann E. McPartlin . . . . . . 45 Executive Vice President / Director
of Human Resources of the Bank
Mark B. Metzinger. . . . . . 54 Executive Vice President / Corporate
Banking of the Bank
Bruce W. Roat. . . . . . . . 40 Executive Vice President and Chief
Financial Officer of both the Company
and the Bank; Assistant Secretary of
the Company
</TABLE>
MICHAEL V. CUMMINGS has served as the Bank's Executive Vice President since
October 1992 and as the Bank's Chief Administrative Officer since June 1995.
Mr. Cummings has served as Chief Credit Officer of the Bank since March 1992 and
as Assistant Secretary of the Company since December 1994. Mr. Cummings
previously served as Senior Vice President of the Bank from March 1992 until
October 1992 and as Vice President and Senior Credit Administrator from December
1991 to March 1992. Mr Cummings served as Senior Vice President and Group
Credit Officer of the Bank of California from July 1987 to June 1991.
DAVID A. MCCOY has served as the Company's Executive Vice President since
March 1992 and as Assistant Secretary since April 1993. Mr. McCoy has served as
Executive Vice President and Chief Operating Officer of the Bank since March,
1992. From November 1989 to March 1992, Mr McCoy was President of AJ Acceptance
Corporation, a privately held automobile finance company.
ANN E. MCPARTLIN has served as the Bank's Executive Vice President /
Director of Human Resources since April 1994. Ms. McPartlin served as Senior
Vice President - Human Resources for the Bank from September 1992 to April 1994.
From February 1986 until August 1992, Ms. McPartlin served as Vice President of
First Interstate Bank of California.
MARK B. METZINGER has served as the Bank's Executive Vice President /
Corporate Banking since May 1995. Mr. Metzinger served as Executive Vice
President - Corporate Banking Division of Independence One Bank from January
1991 until April 1995.
BRUCE W. ROAT has served as the Company's and the Bank's Executive Vice
President/Chief Financial Officer since March 1995 and as Assistant Secretary of
the Company since April 1995. Mr. Roat served as Executive Vice President and
Director of Finance for First Los Angeles Bank (San Paolo Banking Group) from
April 1994 until February 1995. From December 1991 to March 1994, Mr. Roat was
Executive Vice President and Chief Financial Officer of California Republic Bank
and Cal Rep Bancorp, Inc. Mr. Roat served as Vice President: Manager,
Acquisition Planning and Analysis for First Interstate Bank of California from
September 1990 to December 1991.
-6-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of April 1, 1996, the beneficial owners
of more than 5% of the outstanding Common Stock, as known to the Company. In
addition, the table sets forth information concerning beneficial ownership of
the Company's Common Stock by all Directors and nominees of the Company and the
Bank, by each of the Executive Officers named in the Summary Compensation Table
on page 9 and by all Directors and executive officers of the Company and the
Bank as a group. The number of shares beneficially owned by each Director or
executive officer is determined under rules of the Commission, and such
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rules, beneficial ownership includes any shares as to which
the individual has the sole or shared voting power or investment power and also
any shares which the individual has the right to acquire within 60 days of April
1, 1996 through the exercise of any stock option or other right. Unless
otherwise indicated, each person has sole voting and investment power (or shares
such powers with his or her spouse) with respect to the shares set forth in the
following table:
<TABLE>
<CAPTION>
Amount and Nature
Beneficial Owner of Beneficial Ownership Percent of Class**
---------------- ----------------------- ------------------
<S> <C> <C>
Basswood Partners L.P., 718,209 shares (1) 9.61%
Bennett Lindenbaum,
Matthew Lindenbaum
52 Forest Avenue
Paramus, NJ 07852
Frank Neeld Tomlinson 406,090 shares (2) 5.43%
P.O. Box 2577
Capistrano Beach, CA 92624
N. Keith Abbott 6,347 shares (3) *
Robert C. Ball 42,145 shares (4) *
H.A. Beisswenger 31,656 shares (5) *
Michael V. Cummings 39,250 shares (6) *
James E. Cunningham 37,711 shares (7) *
William C. Greenbeck 168,747 shares (8) 2.26%
Larry D. Hartwig 89,057 shares (9) 1.18%
David A. McCoy 44,500 shares (10) *
Mark B. Metzinger 3,000 shares (11) *
Irving J. Pinsky 186,218 shares (12) 2.49%
Bruce W. Roat 14,000 shares (13) *
Peer A. Swan 20,122 shares (14) *
Donald E. Wood 106,485 shares (15) 1.42%
</TABLE>
-7-
<PAGE>
All Directors and executive
officers as a group (14 813,238 shares 10.62%
persons including those named above)
- --------------------------
* Represents holdings of less than 1%.
** In computing the percentage of shares beneficially owned, the number of
shares which the person or group has the right to acquire within 60 days of
April 1, 1996 are deemed outstanding for the purposes of computing the
percentage of Common Stock beneficially owned by such person or group, but
are not deemed outstanding for the purpose of computing the percentage of
shares beneficially owned by any other person.
(1) Based on Schedule 13D filed with the Commission on December 27, 1995.
Basswood Partners, L.P., Mr. Bennett Lindenbaum and Mr. Matthew Lindenbaum
have shared voting and investment power as to 718,209 shares.
(2) Based on Schedule 13D filed with the Commission on February 17, 1996. Mr.
Frank N. Tomlinson has shared voting power as to 306,090 shares and sole
voting power as to 100,556 shares.
(3) Mr. N. Keith Abbott has sole voting and investment power as to 3,347
shares. Includes 3,000 shares acquirable by stock options exercisable
within 60 days of April 1, 1996.
(4) Mr. Robert C. Ball has shared voting and investment power as to 17,223
shares and sole voting and investment power as to 24,922 shares.
(5) Mr. Beisswenger has shared voting and investment power as to 28,656 shares.
Includes 3,000 shares acquirable by stock options exercisable within 60
days of April 1, 1996.
(6) Mr. Cummings has shared voting and investment power as to 7,250 shares.
Includes 32,000 shares acquirable by stock options exercisable within 60
days of April 1, 1996.
(7) Mr. Cunningham has shared voting power as to 16,408 shares and sole voting
power as to 18,303 shares. Mr. Cunningham has sole investment power over
34,711 shares. Includes 3,000 shares acquirable by stock options
exercisable within 60 days of April 1, 1996.
(8) Mr. Greenbeck has sole voting and investment power as to 103,174 shares and
shared voting and investment power as to 50,000 shares. Includes 9,073
shares held by Aileen G. Lima, Mr. Greenbeck's mother, as to which shares
Mr. Greenbeck disclaims beneficial ownership. Includes 6,500 shares
acquirable by stock options exercisable within 60 days of April 1, 1996.
(9) Mr. Hartwig has sole voting and investment power as to 20,000 shares and
shared voting and investment power as to 5,057 shares. Includes 64,000
shares acquirable by stock options exercisable within 60 days of April 1,
1996.
(10) Mr. McCoy has sole voting and investment power as to 17,500 shares.
Includes 27,000 shares acquirable by stock options exercisable within 60
days of April 1, 1996.
(11) Mr. Metzinger's ownership consists of 3,000 shares acquirable by stock
options exercisable within 60 days of April 1, 1996.
(12) Mr. Pinsky has shared voting and investment power as to 18,000 shares and
sole voting and investment power as to 161,718 shares. Includes 6,500
shares acquirable by stock options exercisable within 60 days of April 1,
1996.
-8-
<PAGE>
(13) Mr. Roat's ownership consists of 14,000 shares acquirable by stock options
exercisable within 60 days of April 1, 1996.
(14) Mr. Swan has sole voting and investment power as to 17,122 shares.
Includes 3,000 shares acquirable by stock options exercisable within 60
days of April 1, 1996.
(15) Mr. Wood has sole voting and investment power as to 103,485 shares.
Includes 3,000 shares acquirable by stock options exercisable within 60
days of April 1, 1996.
-9-
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation for
services rendered in all capacities to the Company and the Bank for the fiscal
years ended December 31, 1995, 1994 and 1993, for those persons who were, at
December 31, 1995, (i) the chief executive officer and (ii) the top four most
highly paid executive officers of the Company or the Bank, excluding the chief
executive officer, whose earned compensation exceeded $100,000 in 1995 (the
"Named Executive Officers"). Executive compensation currently is not paid by
the Company but rather is paid by the Bank.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM All OTHER
------------------------------------------------------ COMPENSATION COMPENSATION
------------ ------------
AWARDS
Securities
Other Underlying
Name and Annual Options
Principal Position Year Salary ($) Bonus ($) Compensation ($)* (#) ($)
------------------ ---- ---------- --------- ----------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Larry D. Hartwig 1995 $ 220,000 $ -- $ -- 30,000 $ 6,550(1)
President & 1994 196,750 74,581 -- 40,000 19,070(2)
Chief Executive Officer 1993 190,000 -- -- 20,000 21,705(3)
David A. McCoy 1995 $ 147,250 $ -- -- 15,000 $ 5,378(4)
Executive Vice President, 1994 142,000 39,820 $ 21,635(5) 15,000 4,865(6)
Assistant Secretary 1993 137,000 -- 14,425(7) 7,500 3,871(8)
& Chief Operating Officer
Mark B. Metzinger 1995 $ 82,666(9) $ 60,000(10) $ -- 7,500 $ 5,426(11)
Executive Vice President 1994 -- -- -- -- --
Corporate Banking 1993 -- -- -- -- --
Michael V. Cummings 1995 $ 132,125 $ -- $ -- 20,000 $ 5,110(12)
Executive Vice President, 1994 121,417 31,788 -- 25,000 3,915(13)
Assistant Secretary, 1993 113,336 -- -- 7,500 2,880(14)
Chief Administrative Officer
& Credit Officer
Bruce W. Roat 1995 $ 109,218(15) $ 10,000(16) $ -- 35,000 $ --
Executive Vice President, 1994 -- -- -- -- --
Assistant Secretary 1993 -- -- -- -- --
& Chief Financial Officer -- -- --
</TABLE>
- -------------------------
* Other annual compensation, where none is specified, is less than 10% of the
total of annual salary and bonus reported for the Named Executive Officer.
(1) Includes $4,500 as a Bank matching contribution to a 401(k) plan and $2,050
as a supplemental life insurance premium.
(2) Includes $2,600 earned ($2,400 of which was paid in 1994) from the Company
as director's fees, $10,200 earned ($9,400 of which was paid in 1994) from
the Bank as director's fees, $4,500 as a Bank matching contribution to a
401(k) plan and $1,770 as a supplemental life insurance premium.
(3) Includes $2,600 received from the Company as director's fees, $10,800
received from the Bank as director's fees, $3,365 as a Bank matching
contribution to a 401(k) plan, and $4,940 as a supplemental life insurance
premium.
(4) Includes $4,418 as a Bank matching contribution to a 401(k) plan, and $960
as a supplemental life insurance premium.
(5) Includes $13,286 in lease payments on a Bank automobile, $4,550 of which
was a new lease down payment. All other perquisites were less than 25% of
total perquisites.
(6) Includes $3,905 as a Bank matching contribution to a 401(k) plan and $960
as a supplemental life insurance premium.
(7) Includes $8,235 in lease payments on a Bank automobile and $3,708 in
country club membership dues. All other perquisites were less than 25% of
total perquisites.
(8) Includes $2,911 as a Bank matching contribution to a 401(k) plan and $960
as a supplemental life insurance premium.
-10-
<PAGE>
(9) Mr. Metzinger became employed by the Bank on May 1, 1995. Salary
represents compensation earned as an employee of the Bank.
(10) Business retention bonus as a result of the acquisition of most of the
Corporate and Private Banking Division of Independence One Bank of
California.
(11) Includes $4,280 as a Bank matching contribution to a 401(k) plan and $1,146
as a supplemental life insurance premium.
(12) Includes $3,964 as a Bank matching contribution to a 401(k) plan and $1,146
as a supplemental life insurance premium.
(13) Includes $3,332 as a Bank matching contribution to a 401(k) plan and $583
as a supplemental life insurance premium.
(14) Includes $2,297 as a Bank matching contribution to a 401(k) plan and $583
as a supplemental life insurance premium.
(15) Mr. Roat became employed by the Bank on March 17, 1995. Salary represents
compensation earned as an employee of the Bank.
(16) Hiring bonus.
-11-
<PAGE>
STOCK OPTION GRANTS
Set forth below is information concerning grants of stock options during
1995 to the Named Executive Officers.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price
Appreciation for Option
Individual Grants Term(1)
----------------------------------------------------------------------------------------
Number of Percentage of
Securities Total Options
Underlying Granted to Exercise or
Options Employees in Base Price(3) Expiration
Name Granted(2) Fiscal 1995 ($ per share) Date 5% 10%
---- ---------- ----------- ------------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Michael V. Cummings 20,000 11.4% $ 5.188 6/19/2005 $ 65,254 $ 165,367
Larry D. Hartwig 30,000 17.2% 5.188 6/19/2005 97,881 248,050
David A. McCoy 15,000 8.6% 5.188 6/19/2005 48,941 124,025
Mark B. Metzinger 7,500 4.3% 4.625 4/30/2005 21,815 55,283
Bruce W. Roat 35,000 20.0% 5.000 3/16/2005 110,057 278,905
</TABLE>
- --------------------
(1) Potential realizable value at assumed annual rates of stock price
appreciation for option term. The assumed 5% and 10% annual rates of
appreciation over the term of the options are set forth in accordance with
rules and regulations adopted by the Securities and Exchange Commission and
do not represent the Company's estimate of stock price appreciation.
(2) Options were granted on June 20, 1995 to Messrs. Hartwig, McCoy and
Cummings. Options were granted on May 1, 1995 to Mr. Metzinger and on
March 17, 1995 to Mr. Roat. The options become exercisable in installments
of 20% at the date of grant and 20% upon each anniversary date.
(3) The exercise price of options granted is equal to the closing market price
of the Company's Common Stock on the date of such grant.
-12-
<PAGE>
FISCAL YEAR-END VALUES
OF UNEXERCISED STOCK OPTIONS
Set forth below is information with respect to the unexercised options to
purchase Common Stock held by the Company's Named Executive Officers on
December 31, 1995. None of the Named Executive Officers exercised any stock
options during 1995.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1995 DECEMBER 31, 1995 (1)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Michael V. Cummings 30,500 37,000 $ 15,748 $ 31,867
Larry D. Hartwig 61,000 59,000 23,622 49,488
David A. McCoy 25,500 27,000 10,311 21,557
Mark B. Metzinger 1,500 6,000 2,250 9,000
Bruce W. Roat 7,000 28,000 7,875 31,500
</TABLE>
- --------------------
(1) As of December 29, 1995, the last reported closing price was $6.125.
EMPLOYMENT AGREEMENTS
The Company has employment agreements with Larry D. Hartwig, President and
Chief Executive Officer of the Company and the Bank, and David A. McCoy,
Executive Vice President of the Company and the Bank and Chief Operating Officer
of the Bank.
The Company has an agreement with Mr. Hartwig to serve as President and
Chief Executive Officer of the Company and the Bank for a term expiring on June
30, 1997. The agreement provides for a minimum base salary of $210,000 per year
with increases in base salary as determined by the Board of Directors of the
Company. Mr. Hartwig's base salary currently is $220,000. The agreement also
provides Mr. Hartwig with use of an automobile with reasonable operating costs
of such automobile being paid by the Company. Under the agreement, Mr. Hartwig
is entitled to participate in benefits available to employees and executive
officers of the Company and the Bank, including vacation, health and life
insurance, and incentive and deferred compensation benefits. Pursuant to the
agreement, the Company and the Bank provide Mr. Hartwig with term life insurance
in the amount of $400,000 during the term of the agreement.
Pursuant to the agreement, the Boards of Directors of the Company and the
Bank shall annually consider the grant to Mr. Hartwig of stock options.
Pursuant to the agreement, Mr. Hartwig also has the use of a country club
membership for business purposes. Mr. Hartwig may purchase such membership
interest at the then fair market value of such membership during the term of the
agreement.
If the Company and the Bank terminate Mr. Hartwig's employment without
cause, Mr. Hartwig shall be entitled to (i) 18 months base salary, (ii) full
vesting of his stock options and (iii) continuation
-13-
<PAGE>
of insurance benefits for 12 months. In the event of any voluntary or
involuntary dissolution of the Company or the Bank or any merger or
consolidation where the Company or the Bank is not the surviving or resulting
corporation or any transfer of all or substantially all of the assets of the
Company or the Bank, the agreement shall be binding on and inure to the benefit
of the surviving or resulting corporation or the corporation to which such
assets shall be transferred. The Company and the Bank must also use their
reasonable best efforts to cause Mr. Hartwig to be elected as a Director of the
Company and the Bank during the term of his agreement.
If Mr. Hartwig's employment is terminated following a change in control,
and such termination is a "covered termination," Mr. Hartwig shall receive a
payment equal to two times the highest annual base salary paid to him within the
three years preceding the termination and the Company and the Bank shall
continue to maintain Mr. Hartwig's benefits, including life insurance and health
and disability benefits for a 30 month period following the termination. A
covered termination is (i) termination of employment by the Company or the Bank
other than for "cause," or the disability of Mr. Hartwig or (ii) termination by
Mr. Hartwig for "good reason."
The Company has an employment agreement with Mr. McCoy to serve as
Executive Vice President of the Company and the Bank and Chief Operating Officer
of the Bank for a term expiring on March 24, 1997. The agreement provides for
an initial base salary of $130,000 per year with increases in base salary as
determined by the Board of Directors of the Company. Mr. McCoy's base salary
currently is $152,500. The agreement also provides Mr. McCoy with a leased
automobile with maintenance and insurance being paid by the Company. Under the
agreement, Mr. McCoy is entitled to participate in benefits available to
employees and executive officers of the Company and the Bank, including
vacation, and health, life and accident insurance.
Pursuant to the agreement, Mr. McCoy was granted stock options on March 18,
1992 to acquire 7,500 shares. The stock options have a ten-year term and vest
at twenty percent on the date of the grant and twenty percent on each grant date
anniversary. Mr. McCoy also has the use of a country club membership for
business purposes.
If the Company and the Bank terminate Mr. McCoy's employment without cause,
Mr. McCoy shall be entitled to six months' pay unless such termination is
preceded by a change in control (as defined below).
CHANGE IN CONTROL AGREEMENTS
In order to assure continuity of management and to provide Michael V.
Cummings, Mark B. Metzinger, David McCoy and Bruce W. Roat (individually, an
"Executive," and collectively, the "Executives") with certain termination
benefits in the event the Executive's employment is terminated following a
change in control, the Company and the Bank have entered into change in control
agreements (the "Agreements") with the Executives for a term initially expiring
on July 31, 1996, but such Agreements will continue automatically each year for
one additional year unless the Company shall give the Executives notice that it
does not wish to extend the expiration date of the Agreements. A "change in
control" shall be deemed to have occurred if (i) the Company consummates a
merger or consolidation with another corporation and the beneficial owners of
the outstanding shares entitled to vote in the election of directors preceding
the transaction will beneficially own fifty percent or less of the outstanding
shares of the corporation resulting from the transaction or (ii) thirty percent
of the Company's securities then entitled to vote in the election of directors
shall be acquired or (iii) during any period of 24 consecutive months,
individuals who at the beginning of such period were members of the board of
directors of the Company shall cease to constitute a majority of the board of
directors of the Company or any successor to the Company or (iv) the Company
shall sell substantially all of its assets to another
-14-
<PAGE>
corporation. The Executive will be entitled to receive the following benefits
if, following a change in control, the Executive is terminated by the Company or
the Bank other than for "cause" or terminates his employment for "good reason"
(a "covered termination"). The Executive shall receive, within 15 business days
following such covered termination, one payment equal to one-half of the highest
annual base salary paid to the Executive within the three years preceding the
termination. In addition, the Executive shall receive four subsequent cash
payments, each equal to one-fourth of the highest annual base salary paid to the
Executive within three years preceding the termination. The first installment
shall be paid within 180 days following the initial payment. The remaining
three payments are each due within 120 days of the payment of the prior
installment. Any stock options granted to the Executive under any Company
incentive plan shall become fully vested and immediately exercisable. The
Company and the Bank shall continue to maintain for 18 months, in full force and
effect, any welfare benefits, including life insurance coverage and health and
disability benefits which were being provided to the Executive at the time of
the termination.
-15-
<PAGE>
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT")
THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE
OR IN PART, THE FOLLOWING REPORT SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY
SUCH FILINGS.
COMPENSATION & BENEFITS COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Company and the Bank are committed to their mission of being a profit-
making institution with ultimate responsibility to shareholders for achieving
superior long-term results while maintaining high quality, relationship-based
financial services to businesses and consumers within its market areas.
EXECUTIVE COMPENSATION PHILOSOPHY
The Company and the Bank believe that a well-designed and administered
executive compensation program is a key component in the attainment of their
financial objectives. The goal of the executive compensation program is to link
it directly to the achievement of short and longer-term corporate growth and
profitability targets and the improvement of shareholder value. The Company and
the Bank use a program of cash compensation, equity and benefits to attain this
goal.
PAY FOR RESULTS AND PERFORMANCE
- Executive compensation levels are established via external surveys of the
competitive compensation practices and performance of a peer group of
similar, publicly-held, independent community banks in California.
- Annual incentive compensation is based on the Bank's attainment of
operating results in areas of credit quality, capital and liquidity ratios
and corporate profitability, plus an overall assessment of executive
management's performance by the Board of Directors.
- The Board of Directors approved a new Executive Incentive Compensation Plan
in April 1993 to provide annual cash incentive opportunities for the
Managing Committee based on meeting measurable bankwide performance goals.
In addition, each Managing Committee member's individual performance is
taken into account in determining individual goals. The Executive
Incentive Compensation Plan did not fund in 1995 because the minimum return
on equity ("ROE") goal was not met.
- The stock option program rewards executive contribution over time and, via
the vesting schedule, is designed to retain key executives in the Company's
and the Bank's employ. With an emphasis on maintaining a longer-term
ownership position in the Common Stock, the plan integrates executive
return with that of the shareholder. The Company grants stock options on
an annual basis to its executive officers based on performance.
- The Board of Directors approved a deferred compensation plan, effective
February 1, 1994, for a select group of management and Board members in
order to allow participants to defer receipt of a portion of their current
income on a pre-tax basis.
- The Company and the Bank also provide a competitive program of benefits for
its executives which are tax-efficient and cost effective.
-16-
<PAGE>
- The Company and the Bank believe that base compensation is competitive
within the industry peer group and that performance-based incentive
compensation and stock option programs create a strong linkage between
Company and Bank management and their shareholders.
CHIEF EXECUTIVE OFFICER COMPENSATION
Based on the Bank's performance and competitive compensation practices at
peer group institutions, Mr. Hartwig, the President and Chief Executive Officer
of the Company and the Bank, was granted a salary increase from $196,750 to
$220,000 effective January 1, 1995. In granting this salary increase, the
committee and the Board of Directors considered the impact of Mr. Hartwig no
longer receiving directors fees effective January 1, 1995. Additionally, during
1995 the Board authorized, pursuant to the 1989 Stock Option Plan of the
Company, a grant to Mr. Hartwig of options to purchase all or any part of 30,000
shares of Common Stock. Since the Bank did not meet its ROE goal as specified
in the Executive Incentive Compensation Plan, Mr. Hartwig did not receive an
incentive award for 1995.
Compensation & Benefits Committee
William C. Greenbeck, Chair
N. K. Abbott
R. C. Ball
H.A. Beisswenger
I. J. Pinsky
-17-
<PAGE>
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OR THE EXCHANGE ACT THAT MIGHT
INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART,
THE FOLLOWING SHAREHOLDER RETURN PERFORMANCE PRESENTATION SHALL NOT BE
INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the Company's cumulative total
shareholder return on its Common Stock with the return of the Amex Market Index
and a peer group* constructed by the Company. The graph assumes $100 invested
on January 1, 1991 with all dividends fully reinvested. The graph indicates the
value of such investment as of each fiscal year end.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG SC BANCORP.
AMEX MARKET INDEX AND PEER GROUP INDEX
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SC BANCORP 100 72.32 64.46 67.60 58.96 77.04
- ----------------------------------------------------------------------------------------------------
PEER GROUP 100 103.60 91.47 105.22 121.31 169.94
- ----------------------------------------------------------------------------------------------------
BROAD MARKET 100 123.17 124.86 148.34 131.04 168.90
- ----------------------------------------------------------------------------------------------------
</TABLE>
* The peer group is weighted according to the stock market capitalization for
the following stocks: CU Bancorp, CVB Financial Corp., Eldorado Bancorp,
First Commercial Bancorp, GBC Bancorp, Metrobank, National Mercantile
Bancorp, San Francisco Company, Santa Monica Bank, Silicon Valley
Bancshares and Vallicorp Holdings, Inc.
-18-
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Bank's Compensation & Benefits Committee is comprised of N. Keith
Abbott, Robert C. Ball, H.A. Beisswenger, William C. Greenbeck, and Irving J.
Pinsky. Mr. Beisswenger served as the President and Chief Executive Officer of
the Company and the Bank from 1984 to 1990. Messrs. Abbott, Beisswenger,
Greenbeck and Pinsky had loans from the Bank outstanding in 1995 as discussed
below under the caption "Certain Relationships and Related Transactions."
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the Company's Directors and executive officers and their immediate
families, as well as the companies with which they are associated, are customers
of, or have had banking transactions with, the Bank in the ordinary course of
the Bank's business, and the Bank expects to have banking transactions with such
persons in the future. In management's opinion, all loans and commitments to
lend included in such transactions were made in the ordinary course of business,
in compliance with applicable laws on substantially the same terms, including
interest rates and collateral, as those prevailing for comparable transactions
with other persons of similar creditworthiness and, in the opinion of
management, did not involve more than a normal risk of collectibility or present
other unfavorable features.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board has nominated Messrs. N. Keith Abbott, Robert C. Ball and William
C. Greenbeck to serve as Directors of the Company for a three-year term. If
elected, each nominee will hold office until the 1999 annual meeting of
shareholders at which time his term of office expires, and until his successor
is elected and qualified, unless he resigns or his seat on the Board becomes
vacant due to his death, removal or other cause in accordance with the By-laws
of the Company. Management knows of no reason why any of these nominees would
be unable or unwilling to serve, but if any nominee should be unable or
unwilling to serve, the Proxies will be voted for the election of such other
persons for the office of Director as management may recommend in the place of
such nominee. See "NOMINEES FOR ELECTION AS DIRECTORS -- Biographical
Information."
THE BOARD UNANIMOUSLY RECOMMENDS VOTING "FOR" THE THREE NOMINEES NAMED
ABOVE, AND YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected Deloitte & Touche LLP as the independent public
accountants of the Company for 1996. Deloitte & Touche LLP has acted in such
capacity since its appointment in 1985. A representative of Deloitte & Touche
LLP is expected to be present at the Annual Meeting, will be given the
opportunity to make a statement if he or she so desires and will be available to
respond to appropriate questions.
In the event ratification by the shareholders of the appointment of
Deloitte & Touche LLP as the Company's independent public accountants is not
obtained, the Board will reconsider such appointment.
-19-
<PAGE>
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company represented (in person or by proxy) and voting at the
meeting, provided that at least a majority of such stock is represented at the
meeting, is required for the proposed ratification.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 2 TO
RATIFY THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS, AND YOUR PROXY WILL
BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the only business which the Board
intends to present or knows that others will present at the meeting is as set
forth above. If any other matter or matters are properly brought before the
meeting, or any adjournment thereof, it is the intention of the persons named in
the accompanying form of Proxy to vote the Proxy on such matters in accordance
with their best judgment.
SOLICITATION
The Company will bear the entire cost of preparing, assembling, printing
and mailing the Notice of Meeting, this Proxy Statement and the Proxy itself.
In addition to the use of the mails, proxies may be solicited by officers,
Directors and other regular employees of the Company by telephone, telegraph or
other personal solicitation, and no additional compensation will be paid to such
individuals. The Company will use the services of D.F. King & Co., Inc., a
professional soliciting organization, to assist in obtaining in person or by
proxy the largest number of shareholders possible. The Company estimates its
expenses for such services not to exceed $ 4,000. The Company will, if
requested, reimburse banks, brokerage houses and other custodians, nominees and
certain fiduciaries for their reasonable expenses incurred in mailing proxy
material to their principals.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers 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 Commission and the American Stock Exchange. Officers,
Directors and more than ten percent shareholders are required by the
Commission's regulations to furnish the Company with copies of all Section 16(a)
forms they file. Based solely on its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that, during
1995 its officers and Directors complied with all filing requirements applicable
to them.
-20-
<PAGE>
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Proposals of shareholders intended to be presented at the next annual
meeting of shareholders of the Company (i) must be received by the Company at
its offices at 3800 East LaPalma Avenue, Anaheim, California 92807, Attention:
Secretary, no later than January 24, 1997 and (ii) must satisfy the conditions
established by the Securities and Exchange Commission for shareholder proposals
to be included in the Company's proxy statement for that meeting.
By Order of the Board of Directors
/s/ WILLIAM C. GREENBECK
---------------------------------------
William C. Greenbeck
SECRETARY
April 12, 1996
<PAGE>
SC BANCORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS MAY 23, 1996
The undersigned hereby nominates, constitutes and appoints James E.
Cunningham, Irving J. Pinsky and Donald E. Wood or any of them, with full power
of substitution, to vote all shares of common stock, no par value, of SC Bancorp
(the "Company") which the undersigned is entitled to vote at the Annual Meeting
of Shareholders to be held on Thursday, May 23, 1996 or any postponements or
adjournments thereof, and upon such other business as may properly come before
the Annual Meeting, with all the powers the undersigned would possess if
personally present as follows:
1. To elect the Board of Directors' three nominees as directors. Nominees: N.
Keith Abbott, Robert C. Ball and William C. Greenbeck.
<TABLE>
<S> <C> <C>
/ / FOR ALL NOMINEES LISTED ABOVE / /
(except as marked to the contrary below)
<CAPTION>
/ / WITHHOLD AUTHORITY
<CAPTION>
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below:)
________________________________________________________________________________
The undersigned hereby confer(s) upon the proxies and each of them
discretionary authority with respect to the election of Directors in the event
that any of the above nominees is unable or unwilling to serve.
A Vote FOR Proposal 2 is recommended by the Board of Directors:
2. To ratify the appointment of Deloitte & Touche as the Company's Independent
Public Accountants for 1996.
/ / FOR / / AGAINST / / ABSTAIN
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and any adjournment or
postponement thereof.
PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD TODAY
<PAGE>
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 PROPOSALS 1 AND 2. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL
MEETING, THIS PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATIONS OF THE PROXIES.
Please date this Proxy and sign your name exactly as it appears on your
stock certificates. Executors, administrators, trustees, officers of a
corporation, fiduciaries, etc., should give their full title as such.
Partnerships should sign in the partnership name by an authorized person. For
shares held jointly, each joint owner should personally sign. If the undersigned
hold(s) any of the shares of common stock of the Company in a fiduciary,
custodial or joint capacity or capacities, this Proxy is signed by the
undersigned in every such capacity as well as individually. Attendance of the
undersigned at the Annual Meeting will not be deemed to revoke this Proxy unless
the undersigned shall affirmatively indicate at the meeting the intention of the
undersigned to vote in person.
DATED: _______________, 1996
SIGNATURE: _________________
(signature)
SIGNATURE: _________________
(signature, if held jointly)
_________________
(title or authority, if
applicable)
PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD TODAY
