<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
GBC 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
GBC BANCORP
800 WEST SIXTH STREET
LOS ANGELES, CALIFORNIA 90017
TO THE SHAREHOLDERS OF GBC BANCORP:
NOTICE IS HEREBY GIVEN That, pursuant to the call of its Board of
Directors, the Annual Meeting of Shareholders (the "Meeting") of GBC Bancorp
("Bancorp") will be held in the Corporate Board Room of Bancorp, located at 800
West Sixth Street, 15th Floor, Los Angeles, California 90017, on Thursday, April
24, 1997 at 4:00 p.m., for the purpose of considering and voting on the
following matters:
1. ELECTION OF DIRECTORS. To elect seventeen directors to serve for the
ensuing year.
2. OTHER BUSINESS. To transact such other business as may properly come
before the meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on February 28, 1997
as the record date for determination of shareholders entitled to notice of, and
the right to vote at the Meeting.
YOU ARE URGED TO VOTE IN FAVOR OF THE PROPOSALS BY SIGNING AND RETURNING
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING IN PERSON. THE ENCLOSED PROXY IS SOLICITED BY THE BANCORP'S BOARD OF
DIRECTORS. ANY SHAREHOLDER GIVING A PROXY MAY REVOKE IT PRIOR TO THE TIME IT IS
VOTED BY NOTIFYING THE SECRETARY IN WRITING TO THAT EFFECT, BY FILING WITH HIM A
LATER DATED PROXY, OR BY VOTING IN PERSON AT THE MEETING.
By Order of the Board of Directors
(SIG)
Peter Wu
Secretary
Dated: March 24, 1997
(LOGO)
<PAGE> 3
PROXY STATEMENT
GBC BANCORP
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
the Proxies to be used at the Annual Meeting of Shareholders (the "Meeting") of
GBC Bancorp ("Bancorp") to be held on Thursday, April 24, 1997 at 4:00 p.m., at
the Corporate Board Room of Bancorp, 800 West Sixth Street, 15th Floor, Los
Angeles, California 90017, and at any adjournment thereof.
It is expected that this Proxy Statement and accompanying Notice and form
of Proxy will be mailed to shareholders on or about March 24, 1997.
The matters to be considered and voted upon at the Meeting will be:
1. ELECTION OF DIRECTORS. To elect seventeen directors to serve for the
ensuing year.
2. OTHER BUSINESS. To transact such other business as may properly come
before the meeting and any adjournments thereof.
REVOCABILITY OF PROXIES
A Proxy for use at the Meeting is enclosed. Any shareholder who executes
and delivers such Proxy has the right to revoke it at any time before it is
exercised by filing with the Secretary of Bancorp an instrument revoking it or a
duly-executed Proxy bearing a later date. In addition, the powers of the
proxyholders will be suspended if the person executing the Proxy is present at
the Meeting and elects to vote in person by advising the Chairman of the Meeting
of his/her election to vote in person, and voting in person at the Meeting.
Subject to such revocation or suspension, all shares represented by a properly
executed Proxy received in time for the Meeting will be voted by the
proxyholders in accordance with the instructions on the Proxy. If no instruction
is specified with regard to a matter to be acted upon, the shares represented by
the proxy will be voted in accordance with the recommendations of management.
Abstentions and broker non-votes are not considered votes cast.
PERSONS MAKING THE SOLICITATION
This solicitation of Proxies is being made by the Board of Directors of
Bancorp. The expense of preparing, assembling, printing, and mailing this Proxy
Statement and the materials used in the solicitation of Proxies for the Meeting
will be borne by Bancorp. It is contemplated that Proxies will be solicited
principally through the use of the mail, but officers, directors, and employees
of Bancorp may solicit Proxies personally or by telephone without receiving
special compensation therefor. Bancorp may reimburse banks, brokerage houses and
other custodians, nominees and fiduciaries for their reasonable expenses in
forwarding these Proxy materials to their principals. In addition, Bancorp may
utilize the services of individuals or companies not regularly employed by
Bancorp in connection with the solicitation of Proxies, if Management of Bancorp
determines that this is advisable.
<PAGE> 4
VOTING SECURITIES
There were issued and outstanding 6,782,729 shares of Bancorp's common
stock ("Common Stock") on February 28,1997 which has been fixed as the record
date (the "Record Date") for the purpose of determining shareholders entitled to
notice of, and to vote at, the Meeting. Each holder of Bancorp's Common Stock
will be entitled to one vote, in person or by proxy, for each share of Common
Stock held as of the Record Date on any matter submitted to the vote of the
shareholders.
SHAREHOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BY MANAGEMENT
The following table sets forth, as of January 31, 1997, the number and
percentage of shares of the Bancorp's outstanding Common Stock beneficially
owned, directly or indirectly, by each of the Bancorp's directors, and the
executive officers included in the Summary Compensation Table set forth under
the caption "EXECUTIVE COMPENSATION" on page 7, and by the directors and
officers as a group. The shares "beneficially owned" are determined under
Securities and Exchange Commission Rules, and do not necessarily indicate
ownership for any other purpose. In general, beneficial ownership includes
shares over which director, principal shareholder, or officer has sole or shared
voting or investment power and shares which such person has the right to acquire
within 60 days of January 31, 1997. Unless otherwise indicated, the persons
listed below have sole voting and investment powers of the shares beneficially
owned. Management is not aware of any arrangements which may, at a subsequent
date, result in a change of control of Bancorp.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS
- - ----------------------------------- --------------------- --------------------
<S> <C> <C>
Eric W. Chang (aka Eric W. John) 121,000 1.68%
Helen Y. Chen 203,280(1) 2.82%
Thomas C. T. Chiu 66,550(2) 0.92%
Stephen Huang 145,920(3) 2.02%
Chuang-I Lin 40,000(4) 0.55%
Ko-Yen Lin 88,375(5) 1.23%
Ting Y. Liu 223,893(6) 3.11%
Alan Thian 68,996(7) 0.96%
John Wang 301,110(8) 4.18%
Kenneth C. Wang see Footnote (8) see Footnote (8)
Chien-Te Wu 89,740 1.24%
Julian Wu 49,097(9) 0.68%
Li-Pei Wu 482,148(10) 6.72%
Peter Wu 263,988(11) 3.89%
Ping C. Wu 336,052(12) 4.66%
Walter Wu 80,665(13) 1.12%
Chin-Liang Yen 220,661(14) 3.06%
23 Present Directors and Officers
as a group 2,816,839 39.07%
</TABLE>
- - ---------------
(1) Includes 179,250 shares held by the Helen Y. Chen Revocable Living Trust,
Helen Y. Chen, Trustee, as to which shares Ms. Chen has sole voting and
investment powers. Also includes 24,030 shares held by Ms. Chen's children
in their own names, as to which shares Ms. Chen has shared voting and
investment powers.
(2) Includes 41,140 shares held jointly with Dr. Chiu's spouse and 8,470 shares
held by Dr. Chiu's spouse in her own name, as to which shares Dr. Chiu has
shared voting and investment powers, and 12,100 shares owned by Dr. Chiu's
Pension Fund.
2
<PAGE> 5
(3) Includes 9,190 shares held by Mr. Huang's children in their own names, as
to which shares Mr. Huang has voting and investment powers. Also includes
1,815 shares held by Mr. Huang's children under the California Uniform
Transfers to Minors Act, Stephen C. Huang, Custodian.
(4) These shares are owned by Myriad Capital, Inc., which is 95% owned by Mr.
Lin, as to which shares Mr. Lin has shared voting and investment powers.
(5) Includes 8,375 shares held on behalf of Mr. Lin by Capital World Securities
Corp.
(6) Includes 222,078 shares held jointly with Mr. Liu's spouse, and 1,815
shares held by Jade Realty Pension Trust which is 100% owned by Mr. Liu, as
to which shares Mr. Liu has voting and investment powers. Does not include
26,734 shares held by Mr. Liu's children in their own names, as to which
shares Mr. Liu disclaims beneficial ownership.
(7) Includes 68,270 shares held on behalf of Mr. Thian by TradeStar
Investments, Inc., 726 shares held by Mr. Thian's child under the
California Uniform Transfers to Minors Act, Alan Thian, Custodian.
(8) John Wang and Kenneth Wang both have shared voting and investment powers as
to all 301,110 shares owned by The Wang Partnership. John Wang serves as
Vice President, Real Estate Division, and Kenneth Wang serves as Executive
Vice President of The Wang Partnership.
(9) Includes 3,630 shares held by Unison Investment of which Mr. Wu is the
General Partner. Does not include 1,210 shares held by Mr. Wu's children in
their own names, as to which shares Mr. Wu has no voting and investment
powers. Also does not include 182,594 shares held by Mr. Wu's brothers and
sisters in their own names, as to which shares Mr. Wu holds a power of
attorney to vote in accordance with their instructions. Mr. Wu disclaims
beneficial ownership of these shares.
(10) Includes 9,075 shares held jointly with Mr. Wu's spouse, as to which shares
Mr. Wu has shared voting and investment powers, and 47,190 shares held on
behalf of Mr. Wu by Merrill Lynch, Pierce, Fenner & Smith, Inc. Also
includes 396,000 shares subject to options presently exercisable or which
will become exercisable within 60 days.
(11) Includes 254,308 shares held under Wu Trust UA 6-19-91. Does not include
13,004 shares held by Mr. Wu's children under the California Uniform
Transfers to Minors Act, Chong Hwei Wu, Custodian, as to all of which
shares Mr. Wu has no voting and investment powers. Also includes 9,680
shares subject to options presently exercisable or which will become
exercisable within 60 days.
(12) Includes 88,732 shares owned by President Global Corp., as to which shares
Mr. Wu has sole voting and investment powers. Also includes 93,918 shares
held jointly with Mr. Wu's spouse, 10,587 shares held by Mr. Wu's spouse in
her own name, and 8,333 shares held by Mr. Wu's children in their own
names, as to all of which shares Mr. Wu has shared voting and investment
powers. Also includes 36,170 shares held by Mr. Wu's son under his own
name.
(13) Includes 20,165 shares held jointly with Mr. Wu's spouse and 12,100 shares
held by Mr. Wu's spouse as trustee, as to which shares Mr. Wu has shared
voting and investment powers.
(14) Includes 160,770 shares held jointly with Ms. Yen's spouse and 31,460
shares held by Ms. Yen's children in their own names, as to which shares
Ms. Yen has shared voting and investment powers. Also includes 28,431
shares held by Ms. Yen's children under the California Uniform Transfers to
Minors Act, Chin L. Yen, Custodian.
BY OTHERS
FMR Corp. of 82 Devonshire Street, Boston, Massachusetts 02109 has reported
in a filing on Schedule 13G under the Securities Exchange Act of 1934, as
amended, that it beneficially owns 501,700 shares of Bancorp's Common Stock,
constituting 7.44% of Common Stock outstanding as of December 31, 1996.
According to such filing, FMR Corp. has no sole or shared voting power over any
share but has sole dispositive power over 501,700 shares. Edward C. Johnson 3rd
is Chairman of FMR Corp. According to such filing, members of his family and
trusts for their benefit represent approximately 49% of the voting power of FMR
Corp. Through their ownership of voting common stock and the execution of the
shareholders' voting agreement, Johnson family members may be deemed a
controlling group with respect to FMR Corp. FMR
3
<PAGE> 6
Corp. is the parent holding company of Fidelity Management & Research Company
("Fidelity") which is an investment advisor registered under the Investment
Advisors Act of 1940. According to such filing, Fidelity is the beneficial owner
of these shares as a result of acting as investment advisor to several
investment companies including Fidelity Low-Priced Stock Fund ("Fund") whose
ownership of Bancorp's Common Stock amounted to 501,700 shares. Accordingly, Mr.
Johnson 3rd and FMR Corp. through their control of Fidelity and the Fund each
has sole power to dispose of such shares. The power to vote these shares resides
with the Fund's Board of Trustees. Reference is made to such Schedule 13G filing
with the SEC for further information with respect to the beneficial ownership of
such shares.
J.P. Morgan & Co. Incorporated of 60 Wall Street, New York, New York 10260
("Morgan") has reported in a filing on Schedule 13G under the Securities and
Exchange Act of 1934, as amended, that it beneficially owns 462,500 shares of
Bancorp's Common Stock, constituting 6.8% of Common Stock outstanding as of
December 31, 1996. According to such filing, Morgan has sole power to vote
272,400 shares and sole dispositive power over 462,500 shares of Bancorp's
Common Stock. Morgan's Schedule 13G also states that all said shares are held by
certain of its subsidiaries including Morgan Guaranty Trust Company of New York,
a bank, J.P. Morgan Investment Management, Inc., a registered investment
advisor, J.P. Morgan Florida Federal Savings Bank, a registered investment
advisor, as well as certain non-qualifying subsidiaries, but according to
Morgan's Schedule 13G the amount so owned does not exceed one percent of the
total outstanding securities of Bancorp and it is not practical to obtain
additional information concerning ownership of Bancorp Common Stock by such
non-qualifying subsidiaries.
Dimensional Fund Advisors Inc. of 1299 Ocean Avenue, 11th Floor, Santa
Monica, California 90401 ("Dimensional") has reported in a filing on Schedule
13G under the Securities and Exchange Act of 1934, as amended, that it
beneficially owns 364,398 shares of Bancorp's Common Stock, constituting 5.4% of
Common Stock outstanding as of December 31, 1996. According to such filing,
Dimensional, a registered investment advisor, has sole power to vote 256,798
shares and sole dispositive power over 364,398 shares of Bancorp's Common Stock.
Dimensional has advised Bancorp that all said shares are held in portfolios of
DFA Investment Dimensions Group Inc., a registered open-end investment company,
or in series of the DFA Investment Trust Company, a Delaware business trust, or
the DFA Group Trust and DFA Participation Group Trust, investment vehicles for
qualified employee benefit plans, for all of which entities Dimensional serves
as investment manager. Dimensional has advised Bancorp that it disclaims
beneficial ownership of all such shares.
Keefe Managers, Inc. of 375 Park Avenue, 31st Floor, New York, New York
10512 ("Keefe"), a registered investment advisor, has reported in a filing on
Schedule 13G under the Securities and Exchange Act of 1934, as amended, that it
beneficially owns 328,000 shares of Bancorp's Common Stock, constituting 4.9% of
Common Stock outstanding as of December 31, 1996. According to such filing,
Keefe has sole power to vote 328,000 shares and sole dispositive power over
328,000 shares of Bancorp's Common Stock. Keefe's Schedule 13G also states the
number of shares reported does not include 33,100 shares, constituting 0.5% of
Common Stock outstanding as of December 31, 1996, as to which Rainbow Managers,
LLC, a registered investment advisor and an affiliate of Keefe, has sole power
to vote and sole dispositive power. Keefe's Schedule 13G disclaims beneficial
ownership of such shares.
The Board of Directors knows of no other person who owns, beneficially or
of record either individually or together with associates, 5% or more of the
outstanding shares of Bancorp's Common Stock.
4
<PAGE> 7
ELECTION OF DIRECTORS
The persons named below have been nominated to serve as directors of
Bancorp until the 1998 Annual Meeting of Shareholders and until their respective
successors are elected and qualify, and management does not intend to nominate
any other persons as directors at this Annual Meeting. There are no family
relationships between any director, executive officer or person nominated to
become a director or executive officer, except: (i) Peter Wu, Ping C. Wu and
Chien-Te Wu are brothers and are first cousins to Julian Wu; and (ii) John Wang
and Kenneth Wang are brothers. The term family relationship means any
relationship by blood, marriage or adoption not more remote than first cousin.
The following is a brief biographical description of each nominee. Each of the
nominees was elected to his or her present term of office at Bancorp's last
Annual Meeting of Shareholders.
<TABLE>
<CAPTION>
BANCORP
DIRECTOR PRINCIPAL OCCUPATION
NAME AGE SINCE DURING THE PAST FIVE YEARS
- - ------------------------- -------- -----------------------------------------------------------
<S> <C> <C> <C>
Eric W. Chang 50 1983 From 1975 to present, General Manager, Ocean Seven Corp.,
(aka Eric W. John) and from 1980 to present, General Partner, Ultrapure
Separation Technology, New Mexico.
Helen Y. Chen 54 1986 From 1974 to present, Vice President of Fullong Enterprise
Corp.
Thomas C. T. Chiu 49 1983 Medical doctor.
Stephen Huang 48 1981 1984 to present, President of AAA Universal, Inc., Los
Angeles, CA.
Chuang-I Lin, Ph.D. 56 1983 1980 to present, Chairman and President of Myriad Capital,
Inc.
Ko-Yen Lin 53 1986 1977 to present, President of T. K. Lin Investment Co.,
Calabasas, CA.
Ting Y. Liu, Ph.D. 60 1981 From 1984 to present, Chairman, Phoenix Hotel Group, Inc.;
and since July, 1994, Chairman of General Link Inc.,
Chatsworth, CA.
Alan Thian 44 1982 From 1978 to present, Director of United Overseas
Investment, Inc., a real estate investment concern. From
November 1989 to July 1990, Manager, from July 1990 to May
1993, Vice President, and from May 1993 to June 1996,
Senior Vice President, of General Bank.
John C. Wang 34 1989 From 1987 to present, Vice President of The Wang
Partnership; 1990 to present, Managing Director of South
Bay Capital Corporation; and since 1991 President, Pacific
Coast Realty Services, Inc.
Kenneth C. Wang 36 1991 From 1986 to present, Executive Vice President of The Wang
Partnership, and from 1993 to present, Executive Vice
President of Kenjohn Trading.
Chien-Te Wu 36 1994 From September, 1990 to July, 1993, Executive Vice
President, and since August, 1993 to present, President, of
Tone Yee Investments & Developments.
Julian Wu, Ph.D. 55 1981 1977 to present, General Partner of West Union Investment
Co., Torrance, CA.
Li-Pei Wu 62 1982 From May 1982 to present, President, Chief Executive
Officer and Director, and from June 1984 to present, also
Chairman of Board of Bancorp and General Bank.
Peter Wu, Ph.D. 48 1981 1979 to present, Executive Vice President and since
January, 1995, also Chief Operating Officer of General
Bank. Presently also Executive Vice President of Bancorp
and Secretary of Bancorp and General Bank.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
BANCORP
DIRECTOR PRINCIPAL OCCUPATION
NAME AGE SINCE DURING THE PAST FIVE YEARS
- - ------------------------- -------- -----------------------------------------------------------
<S> <C> <C> <C>
Ping C. Wu 51 1981 1975 to present, President of President Global Corp., Buena
Park, CA.
Walter Wu 51 1981 1984 to present, President of Wenix International Corp.
Chin-Liang Yen 54 1983 From 1986 to present, President of San Yang Enterprises
Corp.
</TABLE>
The enclosed Proxy will be voted in favor of the election of the
above-named nominees as directors, unless authority to vote for directors is
withheld. If any of the nominees should be unable or decline to serve, which is
not anticipated, discretionary authority is reserved for the proxyholders to
vote for a substitute, to be designated by the present Board of Directors.
THE BOARD OF DIRECTORS AND COMMITTEES
As of December 31, 1996, there were seventeen directors of Bancorp. Bancorp
had nine (9) special Board of Directors meetings in 1996. All seventeen
directors attended more than 75% of the Board Meetings of Bancorp. Bancorp does
not have any standing audit, compensation, nominating or personnel committee.
The Board of Directors of General Bank (the "Bank") had twelve (12) regular
meetings during the year 1996. Members of the Board of Directors of the Bank
also attended twenty-three (23) loan committee meetings during the year 1996.
The Bank has an audit committee composed of seven outside directors which met
six (6) times in 1996. The audit committee reviews audits of the Bank and
considers the adequacy of auditing procedures.
DIRECTORS' COMPENSATION
Each director who attends the regular Board of Directors meetings of the
Bank is paid $1,000.00 for each attendance. Any director who does not attend is
paid $700.00 per meeting. Directors are not paid any fee for attending special
Board Meetings unless agreed to by a majority of the Board of Directors.
Directors are not paid any fee for attending Board Meetings of Bancorp. Each
director who is not an employee is paid $200.00 for each attendance at a
committee meeting of the Board of Directors of the Bank.
6
<PAGE> 9
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash compensation paid or
accrued by Bancorp or the Bank to or for the account of the Chief Executive
Officer and each of the other most highly compensated executive officers of
Bancorp and the Bank whose total annual salary and bonus for the last fiscal
year exceeds $100,000 (the "Named Executives") for the fiscal years ended
December 31, 1996, 1995 and 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION(1)
ANNUAL COMPENSATION ------------------------------------
------------------------------------------- AWARDS
OTHER ------------------------- PAYOUTS ALL
ANNUAL RESTRICTED SECURITIES ------- OTHER
COMPENSA- STOCK UNDERLYING LTIP COMPENSA-
NAME AND SALARY BONUS(2) TION(3) AWARD(S) OPTIONS PAYOUTS TION(4)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- - -------------------------------- ---- --------- ---------- --------- ---------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Li-Pei Wu 1996 $ 364,224 $1,010,620 $198,778 N/A -- N/A $21,500
Chairman of the Board, 1995 350,341 232,921 45,813 N/A -- N/A 22,240
President, Chief Executive 1994 336,659 224,943 44,244 N/A -- N/A 22,240
Officer
and Director of Bancorp and
Bank
Peter Lowe 1996 109,200 106,574 18,322 N/A 4,000 N/A 5,452
Executive Vice President and 1995 105,350 35,000 5,906 N/A 10,000 N/A 5,268
Chief Financial Officer of 1994 50,965 30,000 4,043 N/A 10,000 N/A N/A
Bancorp and Bank
Peter Wu 1996 108,000 100,000 16,875 N/A 7,000 N/A 19,090
Executive Vice President, 1995 102,950 37,482 6,325 N/A 6,000 N/A 18,148
Secretary, and Director of 1994 97,100 47,702 8,050 N/A 4,000 N/A 17,855
Bancorp and Bank and Chief
Operating Officer of Bank
Domenic Massei 1996 76,800 60,000 10,125 N/A 3,000 N/A 3,830
Senior Vice President of 1995 71,938 30,000 4,043 N/A 2,000 N/A 3,597
Operations Administration of 1994 70,450 21,000 2,830 N/A 2,000 N/A 3,523
Bank
Eddie Chang 1996 64,800 67,360 9,079 N/A 2,500 N/A 3,235
Senior Vice President and 1995(5) -- -- -- -- -- -- --
Manager of Real Estate 1994 34,075 -- -- N/A 1,500 N/A 1,591
Lending Department of Bank
</TABLE>
- - ---------------
(1) Bancorp has no plans for granting restricted stock awards, or stock
appreciation rights, or making LTIP (Long-term Incentive Plan) payouts.
(2) Amounts shown are profit sharing awards paid for services rendered during
1996, 1995 and 1994 respectively.
(3) Amounts shown each represents gross-up payment to cover the federal income
tax for the portion (up to 30%) of the profit sharing award paid to the
Named Executive for services rendered during the year which such Executive
elects to set aside pursuant to savings incentives. Amounts shown assume
each of the Named Executives elects to set aside 30% of the profit sharing
award paid to him.
(4) Amounts shown include the matching funds contributed by the Bank pursuant to
the General Bank Profit Sharing 401(k) Plan and Director Fees received by
the Named Executives who are Directors.
(5) Information is not provided for the year 1995 because Mr. Chang was not an
executive officer of Bancorp or Bank for any part of the year during 1995.
7
<PAGE> 10
OPTION GRANTS IN LAST FISCAL YEAR
The following table reflects information with regard to stock options
granted under the GBC Bancorp Amended and Restated 1988 Stock Option Plan to the
Named Executives during fiscal 1996, as indicated in the Summary Compensation
Table.
OPTION GRANTS IN LAST FISCAL YEAR
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(4)
- - ----------------------------------------------------------------------------------------------------
NO. OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS GRANTED EMPLOYEES BASE PRICE EXPIRATION 5% 10%
NAME (1)(2) IN FISCAL YEAR ($/SHARE)(3) DATE ($) ($)
- - ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Li-Pei Wu -0- N/A N/A N/A -0- -0-
- - ----------------------------------------------------------------------------------------------------
Peter Wu 1,400 1.99% 17.375 1/17/1998 2,493 5,108
1,400 1.99% 17.375 1/17/1999 3,834 8,052
1,400 1.99% 17.375 1/17/2000 5,242 11,289
1,400 1.99% 17.375 1/17/2001 6,721 14,851
1,400 1.99% 17.375 1/17/2002 8,273 18,768
- - ----------------------------------------------------------------------------------------------------
Peter Lowe 800 1.13% 17.375 1/17/1998 1,425 2,919
800 1.13% 17.375 1/17/1999 2,191 4,601
800 1.13% 17.375 1/17/2000 2,996 6,451
800 1.13% 17.375 1/17/2001 3,840 8,486
800 1.13% 17.375 1/17/2002 4,727 10,725
- - ----------------------------------------------------------------------------------------------------
Domenic Massei 600 0.59% 17.375 1/17/1998 1,069 2,189
600 0.59% 17.375 1/17/1999 1,643 3,451
600 0.59% 17.375 1/17/2000 2,247 4,838
600 0.59% 17.375 1/17/2001 2,880 6,365
600 0.59% 17.375 1/17/2002 3,545 8,044
- - ----------------------------------------------------------------------------------------------------
Eddie Chang 500 0.71% 17.375 1/17/1998 890 1,824
500 0.71% 17.375 1/17/1999 1,369 2,876
500 0.71% 17.375 1/17/2000 1,872 4,032
500 0.71% 17.375 1/17/2001 2,400 5,304
500 0.71% 17.375 1/17/2002 2,955 6,703
</TABLE>
- - --------------------------------------------------------------------------------
- - ---------------
(1) Options granted in 1996 are exercisable starting 6 months after the grant
date, with 20% of the shares covered thereby becoming exercisable at that
time and with an additional 20% of the option shares becoming exercisable on
each successive anniversary date, with full vesting occurring on the fourth
anniversary date.
(2) Options have a term of 6 years, subject to earlier termination in the event
of the optionee's cessation of service with Bancorp. Each installment of
vesting shares (reported as separate grants in the above table) will
terminate on the second anniversary of the first date as of which such
installment becomes exercisable, except for the first installment which will
terminate one and one-half years after the date such installment becomes
exercisable. Options will become immediately exercisable in the event of a
liquidation, reorganization, merger or consolidation of Bancorp with another
corporation as a result of which Bancorp is not the surviving corporation,
or an asset sale of Bancorp to another person.
(3) The exercise price and tax withholding obligations related to exercise are
payable by the optionee at time of exercise.
(4) Exercise price multiplied by the annual appreciation rate shown compounded
annually for the full term of the option, multiplied by the number of
options granted. The dollar amounts set forth under the heading are the
result of calculations at the 5% and 10% rates set by the S.E.C. and
therefore are not intended to forecast possible future valuation, if any, of
the stock price of the Bancorp. Bancorp did not use any
8
<PAGE> 11
alternate formula for valuation as Bancorp is not aware of any formula which
will determine with reasonable accuracy a present value of options based on
future, unknown or volatile factors.
OPTION EXERCISES IN LAST FISCAL YEAR AND VALUE OF UNEXERCISED OPTIONS AT YEAR
END
<TABLE>
<CAPTION>
VALUE OF
SECURITIES
NUMBER OF UNDERLYING
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT 12/31/96(1)(2)
SHARES ACQUIRED 12/31/96(2) EXERCISABLE/
ON EXERCISE VALUE REALIZED(1) EXERCISABLE/ UNEXERCISABLE
NAME (#) ($) UNEXERCISABLE ($)
- - ----------------------------- --------------- ----------------- --------------- ------------------
<S> <C> <C> <C> <C>
Li-Pei Wu.................... 0 0 330,000/132,000 $4,808,100/1,923,240
Peter Wu..................... 1,606 24,166 8,280/11,800 105,245/140,850
Peter Lowe................... 4,000 35,750 4,800/15,200 64,550/201,950
Domenic Massei............... 2,928 20,533 2,560/4,900 32,466/57,725
Eddie Chang.................. 2,954 24,883 1,760/2,900 22,079/31,625
</TABLE>
- - ---------------
(1) Value is based on market value of Bancorp's Common Stock at date of exercise
or end of fiscal 1995 minus the exercise price.
(2) Bancorp has no plans pursuant to which stock appreciation rights may be
granted.
BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION
Compensation for each of the Named Executives, as well as other middle
level officers and above and certain business development employees, is
comprised mainly of a base salary and incentive compensation. The incentive
compensation may be made in awards of individual direct incentives, department
incentives, Company-wide profit sharing, and long-term compensation in the form
of stock options.
GBC Bancorp and General Bank (collectively the "Company") have maintained
the philosophy that compensation to officers should be highly incentive
oriented, and that employees should be encouraged to pursue better individual
and/or group performance and be rewarded accordingly. Consistent with this
compensation philosophy, the Company's existing profit sharing plan was amended
in February, 1996 and was expanded to create, in addition to the existing profit
sharing program, a new direct incentive program for officers and certain
non-officer employees whose business development or profit center financial
results can be quantified. Annual profit sharing and incentive awards are made
to the Company's officer-employees and eligible non-officer employees involved
in business development and marketing under the Company's profit sharing and
incentive compensation programs in accordance with the criteria discussed below.
The amount available for awards under the Company's profit sharing and
incentive compensation programs are based on the audited year end financial
statements, computed as follows: (i) 5.4% of any amount by which the Bank's tax
equivalent income before taxes exceeds 10% of the net equity of the Bank at the
beginning of that fiscal year but does not exceed 15% of such net equity; and
(ii) 6.4% of any amount by which such income exceeds 15% of such net equity. Of
the amount so determined to be available for the annual profit sharing and
incentive awards, specific incentive awards shall first be allocated to those
officers eligible to receive direct incentive compensation by virtue of their
quantifiable performance, and, only after such incentive awards are so
allocated, the Company-wide profit sharing awards shall then be allocated to
eligible officers of the Company from the remaining available funds. However,
since officers eligible to receive direct individual or group incentives are
rewarded based on quantifiable profitability improvements and achievements made
during a year, such incentive awards are not dependent upon the Company's
achieving the threshold of 10% return on shareholders' equity, but are based
upon the officer's individual and/or departmental profitability results.
Accordingly, awards may be made to such eligible officers for direct incentives
even if the threshold return described above is not met. The Company's
management shall report to the Board of Directors if and when such situation
arises.
9
<PAGE> 12
The Company has established certain weighting guidelines in allocating the
Company-wide profit sharing awards. The weighting guidelines are based upon a
categorization of the Company's officers and business development personnel into
groups representing different job responsibilities. The exact weights assigned
to each of the groups will be reviewed annually by the Company's Chief Executive
Officer, and may be adjusted depending on the Chief Executive Officer's
assessment about each group's contribution to the Company's profits. The
allocation of the Company-wide profit sharing awards within each group will be
based on each individual's salary and job performance.
A further component of officer compensation is the awarding of stock
options. The Company believes that stock ownership by key employees provides a
valuable incentive for them as they will benefit as the GBC Bancorp stock price
increases, and that stock-based performance compensation arrangements are also
conducive to aligning employees' and shareholders' interests.
Compensation for the Chief Executive Officer, Mr. Li-Pei Wu, was made in
accordance with his seven-year employment agreement with GBC Bancorp and General
Bank dated December 19, 1991 (described on page 11) pursuant to the direction
and approval of their respective Board of Directors. The formula of the profit
sharing award for the Chief Executive officer was initially approved by the
Board in 1982 as a part of the compensation provided in his employment
agreement, which agreement was subsequently renewed three times without any
change in such profit sharing formula.
In setting the compensation to the Chief Executive Officer pursuant to the
aforesaid employment agreement of December 19, 1991, the Board of Directors took
particular note of the management's success, under the direction of the Chief
Executive Officer, in achieving the financial goals and in effectively directing
the Company's operations. The Board of Directors believes Mr. Wu has managed the
Company extremely well in a challenging business climate and has accomplished
distinguished results in comparison to peer companies in the banking industry.
In connection with the compensation of the Named Executives, the Board has
considered the applicability of Section 162(m) of the Internal Revenue Code.
Unless certain requirements are met Section 162(m) limits the Company's tax
deduction to $1,000,000 for compensation paid to the Named Executives. However,
Section 162(m) expressly excludes from its application compensation payable
under a written binding contract that was in effect on February 17, 1993 and
that is not materially modified before the amount is paid. The Chief Executive
Officer's employment agreement with the Company (described on page 11) complies
with this grandfather clause of Section 162(m) and hence such section is
inapplicable to Mr. Li-Pei Wu insofar as his remuneration during 1996 exceeds
$1,000,000. There are no other employees of the Company who received
compensation over $1,000,000 during 1996. Should Section 162(m) become
applicable to the Company in the future, it is the Board of Directors' present
intention to comply with the requirements of Section 162(m) in order to maintain
the full deductibility of compensation by the Company.
<TABLE>
<S> <C>
THE BOARD OF DIRECTORS:
Eric W. Chang Kenneth Wang
Helen Chen Chien-Te Wu
Thomas C. T. Chiu Julian Wu
Stephen Huang Li-Pei Wu
Chuang-I Lin Peter Wu
Ko-Yen Lin Ping C. Wu
Ting Y. Liu Walter Wu
Alan Thian Chin-Liang Yen
John Wang
</TABLE>
10
<PAGE> 13
EMPLOYMENT AGREEMENT
Mr. Li-Pei Wu serves as the Chairman, President and Chief Executive Officer
of Bancorp and the Bank pursuant to an Employment Agreement entered into on May
5, 1982, and amended on August 15, 1984, and February 5, 1987 (the "Prior
Agreement"). The Prior Agreement was again amended on December 19, 1991, on
which date a restated Employment Agreement was entered into among Mr. Wu,
Bancorp and the Bank (the "Restated Agreement").
The Restated Agreement provides for an employment term of seven years,
commencing January 1, 1992, and ending September 9, 1998, and thereafter the
agreement may be renewed at Mr. Wu's option for a successive 12-month period.
The Restated Agreement provides for a base annual salary of $300,000, which
amount shall be adjusted on January 1, 1993, and on each anniversary thereof, by
a percentage increase equal to three percent (3%) over the increase in the
Consumer Price Index.
The Restated Agreement also provides for an annual profit sharing award
payable to Mr. Wu, computed as follows: (i) three percent (3%) of any amount by
which the Bank's tax equivalent income before taxes exceeds ten percent (10%) of
the net equity of the Bank at the beginning of that fiscal year but does not
exceed fifteen percent (15%) of such net equity; and (ii) four percent (4%) of
any amount by which such income exceeds fifteen percent (15%) of such net
equity. In addition, under the Restated Agreement Mr. Wu will also be entitled
to receive from each Bancorp subsidiary (other than the Bank), if any exists, a
profit sharing award computed in accordance with a formula similar to the one
described in the preceding sentence. Amounts of profit sharing awards received
by Mr. Wu with respect to services rendered in 1996, 1995 and 1994 are included
in the Summary Compensation Table.
Pursuant to the Restated Agreement, Mr. Wu now holds an option under the
GBC Bancorp Amended and Restated 1988 Stock Option Plan to purchase an aggregate
of 462,000 shares of Common Stock of Bancorp at a price of $13.18 per share,
exercisable in seven cumulative annual installments of 66,000 shares, the first
of which became exercisable on June 1, 1992, and the remainder of which became
exercisable commencing January 1, 1993, and continuing thereafter on each of the
first five (5) anniversaries thereof.
In the event of the disability of Mr. Wu, the Bank may terminate his
employment upon six (6) months prior written notice, during which period he is
entitled to his regular pay; thereafter, the Bank shall be obligated to pay
sixty percent (60%) of his then current annual salary until the disability
ceases to exist.
The Restated Agreement further provides that, at the termination of Mr.
Wu's employment, Bancorp shall, at Mr. Wu's option, retain him as a consultant
for a term not to extend beyond December 9, 2004, for the annual compensation of
$50,000, subject to adjustment by a percentage increase equal to the increase in
the Consumer Price Index as provided in the Restated Agreement. In the event of
any merger or consolidation or acquisition of Bancorp or the Bank, whereby
Bancorp or the Bank is not the surviving entity, or another entity or person
acquires more than fifty percent (50%) of the outstanding Common Stock of the
Bank or Bancorp in one or more transactions, or the Bank or Bancorp ceases to
exist pursuant to any of such transactions or similar transactions (any of which
herein referred to as a "Triggering Event"), under the contingency stock option
granted pursuant to the Prior Agreement, Mr. Wu shall have the right to purchase
121,000 shares of Bancorp Common Stock at $3.72 per share, exercisable by Mr. Wu
upon the execution of an agreement or the application to any regulatory
authority for approval of or consent to any Triggering Event, such right to
remain exercisable in whole or in part until 45 days after the consummation of
the Triggering Event. If any Triggering Event is not consummated, such
contingent option shall then not be exercisable, but shall continue in full
force and effect and be exercisable upon the occurrence of any future Triggering
Event. In addition, upon the occurrence of a Triggering Event, the stock options
granted to Mr. Wu under the Restated Agreement shall become immediately
exercisable in full.
11
<PAGE> 14
CHANGE IN CONTROL ARRANGEMENTS
Bancorp has certain compensatory arrangements with its executive officers
which will result from a change in control of the company. All stock option
agreements outstanding under the GBC Bancorp Amended and Restated 1988 Stock
Option Plan provide for the acceleration of exercisability of options upon the
occurrence of certain triggering events, including a liquidation,
reorganization, merger or consolidation of Bancorp with another corporation as a
result of which Bancorp is not the surviving or resulting corporation, or a sale
of substantially all the assets of Bancorp to another person, or a reverse
merger in which Bancorp is the surviving corporation but the shares of Bancorp's
stock outstanding immediately preceding the merger are converted by virtue of
the merger into other property.
In addition, pursuant to the authorization of the Board of Directors of
Bancorp, certain employees of the Bank were granted contingency stock options to
purchase Common Stock of Bancorp upon the occurrence of a triggering event. The
term triggering event for this purpose shall mean the execution of an agreement
providing for any of the following transactions or the application to any
regulatory authority for approval of or consent to any of the following
transactions: sale of substantially all of the assets of the Bank or Bancorp,
any merger or consolidation or acquisition of the Bank or Bancorp whereby the
Bank or Bancorp is not the surviving entity, or an entity or person or such
person and his associates acquires up to fifty percent (50%) of the outstanding
Common Stock of the Bank or Bancorp in one transaction or in a series of related
transactions, or the Bank or Bancorp ceases to exist pursuant to any such
transactions or similar transactions. The contingency stock option may be
exercised in whole or in part by the employee at any time after the occurrence
of the triggering event and until forty five (45) days after the date the
triggering event is consummated. In the event an employee's employment by the
Bank is terminated, the contingency stock option previously granted to him is
also terminated.
DISCLOSURE OF LATE FILINGS OF SECTION 16(a) REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires Bancorp's
directors and executive officers, and persons who own more than 10% of a
registered class of Bancorp's equity security (if any), to file with the
Securities and Exchange Commission reports of ownership and changes in ownership
of common stock of Bancorp. Officers, directors and greater than 10%
shareholders are required by SEC regulation to furnish the issuer with copies of
all Section 16(a) forms they file.
Based solely on review of the copies of such reports furnished to Bancorp
or representations that no other reports were required, Bancorp believes that,
during the 1996 fiscal year, all filing requirements applicable to Bancorp's
officers and directors were compiled with.
COMPARATIVE STOCK PERFORMANCE
Set forth below is a line graph comparing the cumulative total shareholder
return on the Common Stock of Bancorp for the last five fiscal years with the
cumulative total return on the S&P 500 Index and the SNL Securities, L.P.
California Independent Bank Stock Index over the same period.
12
<PAGE> 15
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG GBC BANCORP, S&P 500 INDEX & SNL SECURITIES, L.P.
CALIFORNIA INDEPENDENT BANK STOCK INDEX**
<TABLE>
<CAPTION>
California
Measurement Period Independent Bank
(Fiscal Year Covered) GBC Bancorp Stock Index S&P 500
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 103.54 100.51 107.62
1993 109.17 128.30 118.47
1994 102.85 131.31 120.03
1995 129.30 181.46 165.13
1996 208.01 223.96 202.89
</TABLE>
ASSUMES $100 INVESTED ON DECEMBER 31, 1990 IN GBC BANCORP COMMON STOCK, S&P 500
INDEX, AND SNL SECURITIES, L.P. CALIFORNIA INDEPENDENT BANK STOCK INDEX
* TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
** FISCAL YEAR ENDING DECEMBER 31
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP has audited the books and records of Bancorp since
September, 1992, and the Board of Directors intends to re-appoint KPMG Peat
Marwick LLP for Bancorp's fiscal year ending December 31, 1997. Representatives
of KPMG Peat Marwick LLP are expected to be present at the Meeting. They will
have an opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
CERTAIN TRANSACTIONS
Some of the directors and executive officers of Bancorp and the companies
with which they are associated are customers and 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 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. The aggregate balance outstanding at December 31, 1996, of all such
loans and credit extensions to all directors and executive officers of the Bank,
together with their associates, was $5,474,522, constituting approximately 4.79%
of the Bank's Stockholders' Equity.
13
<PAGE> 16
SHAREHOLDERS' PROPOSALS
Any shareholder of Bancorp who wishes to present a proposal to be
considered at the next Annual Meeting of Shareholders of Bancorp and who wishes
to have such proposal presented in Bancorp's Proxy Statement for such Meeting
must deliver such proposal in writing to Bancorp at its head office stated above
not later than December 31, 1997.
OTHER MATTERS
The Board of Directors has no knowledge of any other matters which may come
before the Meeting and does not intend to present any other matters. However, if
any other matters shall properly come before the Meeting or any adjournment
thereof, the persons named as proxies will have discretionary authority to vote
the shares represented by the accompanying proxy in accordance with their best
judgment.
GBC BANCORP
(SIG)
Peter Wu
Secretary
Dated: March 24, 1997
A COPY OF BANCORP'S 1996 ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K WILL BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON
WRITTEN REQUEST TO GBC BANCORP, 800 WEST SIXTH STREET, LOS ANGELES, CALIFORNIA
90017. ATTENTION: INVESTOR RELATIONS.
14
<PAGE> 17
GBC BANCORP
ANNUAL MEETING OF SHAREHOLDERS APRIL 24, 1997
The undersigned hereby appoints Judy Hung and Peter Wu, or either of them,
proxies, each with full power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of common
stock of GBC Bancorp held on record by the undersigned on February 28, 1997, at
the Annual Meeting of Shareholders to be held on April 24, 1997 or any
adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.)
(TO BE SIGNED ON THE OTHER SIDE)
-----------
SEE REVERSE
SIDE
-----------
<PAGE> 18
/X/ Please mark
your
votes as this
example
1. ELECTION OF
DIRECTORS
FOR all nominees listed below (except as marked to the contrary below) / /
WITHOUT AUTHORITY to vote for all nominees listed below / /
INSTRUCTIONS: To withhold authority to vote for any individual nominee write
that name on the space provided below.
Nominees: Eric W. Chang, Helen Y. Chen, Thomas C.T. Chiu, Stephen Huang,
Chuang-I Lin, Ko-Yen Lin, Ting Yung Liu, Alan Thian, John Wang,
Kenneth Wang, Chien-Te Wu, Julian Wu, Li-Pei Wu, Peter Wu,
Ping C. Wu, Walter Wu, Chin-Liang Yen
2. OTHER BUSINESS: In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
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 ITEM (1). IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS
PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
Please date this Proxy and sign as the name appears below.
Signature(s)_____________________________________ Dated: ___________, 1997
When shares are held by joint tenants, both should sign. When signing as
attorney, as executor, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
