<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:
<TABLE>
<S> <C>
[ ] 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 sec.240.14a-11(c) or 240.14a-12
</TABLE>
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:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
[LOGO]
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
27, 2000 at 4:00 p.m., for the purpose of considering and voting on the
following matters:
1. ELECTION OF DIRECTORS. To elect fourteen 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 29, 2000
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 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
/S/ PETER WU
--------------------------------------
Peter Wu
Secretary
Dated: March 28, 2000
(GBC LOGO)
<PAGE> 3
PROXY STATEMENT
GBC BANCORP
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 27, 2000
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 27, 2000 at 4:00 p.m., in
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 28, 2000.
The matters to be considered and voted upon at the Meeting will be:
1. ELECTION OF DIRECTORS. To elect fourteen 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.
VOTING SECURITIES
There were issued and outstanding 11,514,119 shares of Bancorp's common
stock ("Common Stock") on February 29, 2000 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
<PAGE> 4
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, 2000, the number and
percentage of shares of Bancorp's outstanding Common Stock beneficially owned,
directly or indirectly, by each of Bancorp's directors and nominees for
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, 2000. 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 PERCENTAGE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
---------------- -------------------- -------------
<S> <C> <C>
Bernard Chen 377,520(1) 3.27%
Thomas C.T. Chiu 156,100(2) 1.35%
Chuang-I Lin 79,500(3) 0.69%
Ko-Yen Lin 142,800(4) 1.24%
Ting Y. Liu 409,786(5) 3.55%
John Wang 86,984(6) 0.75%
Kenneth C. Wang 86,984(7) 0.75%
Chien-Te Wu 232,280(8) 2.01%
Julian Wu 111,194(9) 0.96%
Li-Pei Wu 477,912(10) 3.99%
Peter Wu 572,824(11) 4.96%
Ping C. Wu 689,904(12) 5.98%
Walter Wu 153,132(13) 1.33%
Chin-Liang Yen 440,122(14) 3.81%
Domenic Massei 11,136(15) 0.10%
Peter Lowe 21,225(16) 0.18%
Eddie Chang 21,400(17) 0.19%
24 Present Directors and
Officers as a group 4,136,881 33.47%
</TABLE>
- ---------------
(1) Includes 16,020 shares held by Mr. Chen in his own name, 237,160 shares
held by Mr. Chen as the sole Trustee of the Helen Chen Trust dated June 25,
1986, and 101,340 shares held by Mr. Chen as the sole Trustee of the Helen
Y. Chen Irrevocable Trust, as to which shares held in trust Mr. Chen has
sole voting and investment powers. Also includes 23,000 shares subject to
options presently exercisable or which will become exercisable within 60
days that are transferable to the Helen Chen Trust in accordance with the
pour-over provisions of the Will of Helen Chen.
(2) Includes 82,280 shares held jointly with Dr. Chiu's spouse, 9,680 shares
held by Dr. Chiu in his own name, 16,940 shares held by Dr. Chiu's spouse
in her own name, as to which shares Dr. Chiu has shared voting and
investment powers, and 24,200 shares owned by Dr. Chiu's Pension Fund. Also
includes 23,000 shares subject to options presently exercisable or which
will become exercisable within 60 days.
2
<PAGE> 5
(3) Includes 45,000 shares owned by Myriad Capital, Inc., which is 95% owned by
Mr. Lin, as to which shares Mr. Lin has shared voting and investment
powers. Also includes 11,500 shares owned by Mr. Lin's spouse, as to which
shares Mr. Lin has shared voting and investment powers. Also includes
23,000 shares subject to options presently exercisable or which will become
exercisable within 60 days.
(4) Includes 87,800 shares held by Mr. Lin as his sole and separate property,
and 32,000 shares held by Mr. Lin's spouse as Trustee of the Chine Dai Lin
2000 Trust, as to which shares Mr. Lin has shared voting and investment
powers. Also includes 23,000 shares subject to options presently
exercisable or which will become exercisable within 60 days.
(5) Includes 373,156 shares held jointly with Mr. Liu's spouse, and 3,630
shares held by Jade Realty Pension Trust which is 100% owned by Mr. Liu and
his spouse, and 10,000 shares held by the Liu Family Charitable Foundation,
as to which shares Mr. Liu has voting and investment powers. Also includes
23,000 shares subject to options presently exercisable or which will become
exercisable within 60 days. Does not include 40,456 shares held by Mr.
Liu's children in their own names, as to which shares Mr. Liu has no voting
and investment powers.
(6) Includes 23,000 shares subject to options presently exercisable or which
will become exercisable within 60 days. Does not include 102,730 shares
held by Mr. Wang's mother and 63,984 shares held by his non-director
brother, Michael Wang, as to which shares Mr. Wang holds a power to vote in
accordance with their instructions. Mr. Wang disclaims beneficial ownership
of these shares.
(7) Includes 23,000 shares subject to options presently exercisable or which
will become exercisable within 60 days. Does not include 102,730 shares
held by Mr. Wang's mother and 63,984 shares held by his non-director
brother, Michael Wang, as to which shares Mr. Wang holds a power to vote in
accordance with their instructions. Mr. Wang disclaims beneficial ownership
of these shares.
(8) Includes 30,000 shares held on behalf of Mr. Wu by Deaken Management Group,
Inc. Also includes 23,000 shares subject to options presently exercisable
or which will become exercisable within 60 days.
(9) Includes 7,260 shares held by Unison Investment of which Mr. Wu is the
General Partner. Also includes 23,000 shares subject to options presently
exercisable or which will become exercisable within 60 days Does not
include 2,420 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 279,854 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 1,650 shares held jointly with Mr. Wu's spouse, as to which shares
Mr. Wu has shared voting and investment powers, and 262 shares held on
behalf of Mr. Wu by Merrill Lynch, Pierce, Fenner & Smith, Inc. Also
includes 476,000 shares subject to options presently exercisable, which
options have been transferred by Mr. Wu to, and are now held by, Wu Family
Investment Partnership No. 1, L.P., of which Mr. Wu serves as president of
the corporate general partner, as to which shares Mr. Wu would have sole
voting and investment powers if options were exercised.
(11) Includes 443,004 shares held under Wu Trust UA 6-19-91. Also includes
26,008 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 shared voting and investment powers. Also includes 9,212
shares held on behalf of Mr. Wu by Fidelity Brokerage Co., and 69,800
shares by Wedbush Morgan Securities. Also includes 24,800 shares subject to
options presently exercisable or which will become exercisable within 60
days.
(12) Includes 172,464 shares owned by President Global Corp., as to which shares
Mr. Wu has sole voting and investment powers. Also includes 396,724 shares
held under the Wu Family 1998 Trust, 2,056 shares held by Mr. Wu's defined
benefit plan, 6,654 shares held by Mrs. Wu's defined benefit plan, and a
total of 89,006 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 23,000 shares subject to options presently exercisable or which
will become exercisable within 60 days.
3
<PAGE> 6
(13) Includes 33,332 shares held jointly with Mr. Wu's spouse and 22,000 shares
held by Mr. Wu's spouse as trustee, as to which shares Mr. Wu has shared
voting and investment powers. Also includes 23,000 shares subject to
options presently exercisable or which will become exercisable within 60
days.
(14) Includes 297,340 shares held jointly with Ms. Yen's spouse and 119,782
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 23,000
shares subject to options presently exercisable or which will become
exercisable within 60 days.
(15) Includes 9,200 shares subject to options presently exercisable or which
will become exercisable within 60 days.
(16) Includes 6,425 shares held jointly with Mr. Lowe's spouse as to which
shares Mr. Lowe has shared voting and investment powers. Also includes
14,800 shares subject to options presently exercisable or which will become
exercisable within 60 days.
(17) Includes 11,000 shares held on behalf of Mr. Chang by Schroder & Co., Inc.
and 2,400 shares by TD Waterhouse Investor Services Inc., as to which
shares Mr. Chang has shared voting and investment powers with his spouse.
Also includes 8,000 shares subject to options presently exercisable or
which will become exercisable within 60 days.
BY OTHERS
The following table sets forth certain information concerning each person
known to the Board to be a beneficial owner of more than five percent of
Bancorp's outstanding Common Stock as of December 31, 1999 (the ownership of the
directors and executive officers of Bancorp being included elsewhere herein):
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT BENEFICIALLY PERCENTAGE
BENEFICIAL OWNER OWNED OF CLASS
------------------- ------------------- ----------
<S> <C> <C>
FMR Corporation............................................. 631,500(1) 5.49%
82 Devonshire Street
Boston, MA 02109
Sanford C. Bernstein & Co., Inc............................. 577,000(2) 5.00%
767 Fifth Avenue
New York, NY 10153
</TABLE>
- ---------------
(1) According to Schedule 13G/A dated February 14, 2000 filed pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act").
(2) According to Schedule 13G dated February 8, 2000 filed pursuant to the
Exchange Act.
4
<PAGE> 7
ELECTION OF DIRECTORS
The persons named below have been nominated to serve as directors of
Bancorp until the 2001 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. With the
exception of Bernard Chen, who is being nominated for the first time to serve as
a director of Bancorp, 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
NAME AGE SINCE PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS
---- --- -------- -----------------------------------------------
<S> <C> <C> <C>
Bernard Chen 26 N/A 1995 to present, independent software design consultant; since
1999, Vice President of Fullong Enterprise Corp.; and from January
2000 to present, Product Manager of NetSmart, Inc.
Thomas C.T. Chiu 52 1983 Medical doctor
Chuang-I Lin 59 1983 1980 to present, Chairman and President of Myriad Capital, Inc.
Ko-Yen Lin 56 1986 1977 to present, President of T.K. Lin Investment Co., Calabasas,
CA
Ting Y. Liu, Ph.D. 63 1981 Chairman of HITO Corp., Chatsworth, CA
John C. Wang 37 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 39 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 38 1994 From September 1990 to July 1993, Executive Vice President, and
since August 1993 to present, President, of Tone Yee Investments &
Developments, Inc.
Julian Wu, Ph.D. 58 1981 1977 to present, General Partner of West Union Investment Co.,
Torrance, CA
Li-Pei Wu 65 1982 From May 1982 to present, Chief Executive Officer and from June
1984 to present, also Chairman of the Board of Bancorp and General
Bank. President of Bancorp and General Bank from May 1982 to March
1998
Peter Wu, Ph.D. 51 1981 From 1979 to March 1998, Executive Vice President and since January
1995, also Chief Operating Officer, of General Bank; from 1981 to
March 1998, Executive Vice President of Bancorp; President and
Chief Operating Officer of Bancorp and General Bank since March
1998. Presently also Secretary of Bancorp and General Bank
Ping C. Wu 54 1981 1975 to present, President of President Global Corp., Buena Park,
CA
Walter Wu 54 1981 1984 to present, President of Wenix International Corp.
Chin-Liang Yen 57 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.
5
<PAGE> 8
THE BOARD OF DIRECTORS AND COMMITTEES
As of December 31, 1999, there were thirteen directors of Bancorp. At the
last Annual Meeting of Shareholders fourteen directors of Bancorp were elected,
but director Helen Chen passed away in August 1999, leaving one director
position vacant. Bancorp had ten (10) special Board of Directors meetings in
1999. With the exception of Helen Chen, all 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 1999. Members of the Board of Directors of the Bank
also attended twenty-five (25) loan committee meetings during the year 1999. The
Bank has an audit committee composed of seven outside directors which met four
(4) times in 1999. 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 $1,600.00 for each attendance. Any director who does not attend is
paid $1,000.00 per meeting. Directors are not paid any fee for attending special
Board Meetings unless agreed to by a majority of the Board of Directors.
Non-employee directors who are members of and attend meetings of the various
committees of the Board of Directors of the Bank are paid attendance fees as
follows: (a) $600.00 per attendance at a loan committee meeting; (b) $500.00 per
attendance at a CRA committee meeting; and (c) $500.00 per attendance at an
audit committee meeting. In addition, the audit committee Chairperson receives a
$3,000.00 annual retainer.
Pursuant to a program to grant non-qualified options for Bancorp's Common
Stock to the non-employee directors, immediately after the Company's 1998 Annual
Meeting of Shareholders, each of the twelve (12) non-employee directors elected
was granted a non-qualified option to purchase 20,000 shares of Common Stock,
with the exercise price of the options to be the fair market value of the Common
Stock on the date of said meeting. The program further provides that, beginning
on January 1, 1999 and continuing thereafter on January 1 of each succeeding
year, each non-employee director serving on such date who shall have served as a
director for at least one year as of such date will be granted a non-qualified
option to purchase 3,000 shares of Common Stock with an exercise price equal to
the fair market value of the Common Stock on the first business day of each such
year, with such option to vest on the one year anniversary date of the grant
thereof. The first such options were granted in 1999. All options granted under
the program will be fully exercisable on the first anniversary date of the grant
and will be exercisable over a ten (10)-year period from the date of the grant.
6
<PAGE> 9
EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation paid or
accrued by Bancorp or the Bank to or for the account of the Chief Executive
Officer and the four other most highly compensated executive officers of Bancorp
and the Bank whose total annual salary and bonus for the last fiscal year
exceeds $100,000 (the "Named Executives") for the fiscal years ended December
31, 1999, 1998, and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION(1)
---------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------------- ----------------------- -------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD OPTIONS LTIP COMPENSATION
PRINCIPAL POSITION YEAR ($) (2)($) (3)($) ($) (4)(#) ($) (5)($)
------------------ ---- ------- --------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Li-Pei Wu 1999 420,036 1,659,757(6) 326,456 N/A(7) -- N/A 28,800
Chairman of the Board, 1998 402,336 1,558,863 306,611 N/A(8) -- N/A 27,400
Chief Executive Officer and 1997 383,048 1,497,504 294,542 N/A -- N/A 20,000
Director of Bancorp and Bank
Peter Wu 1999 174,000 186,645 36,711 N/A 20,000 N/A 28,800
President, Secretary, 1998 156,000 174,468 34,316 N/A 20,000 N/A 27,084
Chief Operating Officer and 1997 112,025 200,000 39,338 N/A 8,000 N/A 16,534
Director of Bancorp and Bank
Domenic Massei 1999 93,600 90,000 15,188 N/A 5,000 N/A 4,666
Executive Vice President of 1998 87,000 92,487 18,191 N/A 7,000 N/A 4,339
Operations Administration of 1997 81,400 90,000 15,188 N/A 3,000 N/A 4,070
Bank
Peter Lowe 1999 121,800 50,000 8,438 N/A 5,000 N/A 6,084
Executive Vice President and 1998 118,800 92,045 18,104 N/A 8,000 N/A 6,116
Chief Financial Officer of 1997 115,060 117,000 23,013 N/A 6,000 N/A 5,753
Bancorp and Bank
Eddie Chang 1999 88,200 81,789 13,802 N/A 5,000 N/A 4,401
Senior Vice President and 1998 84,000 99,585 16,805 N/A 6,000 N/A 4,188
Manager of Real Estate 1997 75,450 102,588 17,312 N/A 4,000 N/A 3,773
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
the years indicated.
(3) Amounts shown represent gross-up payments 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) Options reflect a 2-for-1 stock split to shareholders of record on April 30,
1998.
(5) 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.
(6) Pursuant to Li-Pei Wu's Employment Agreement with the Company, Mr. Wu
elected to receive $829,878.50 of such bonus in shares of Bancorp Common
Stock. See page 12 under the caption "Employment Agreement."
(7)(8) Pursuant to Li-Pei Wu's Employment Agreement with the Company, for 1998
Mr. Wu was granted a vested, deferred contractual right to receive 23,800
shares of Bancorp Common Stock, which shares will be
7
<PAGE> 10
granted to him on January 1, 2004; and for 1999 Mr. Wu was granted a vested,
deferred contractual right to receive (i) 21,279 shares and (ii) 25,928
shares of Bancorp Common Stock, which shares will be granted to him on
February 1, 2002 and January 1, 2005, respectively (in each case together
with an additional number of shares equal in value to the dividends that
would have been paid on such shares during the deferral period). See
"EXECUTIVE COMPENSATION -- Employment Agreement" on pages 11 - 13.
OPTION GRANTS IN LAST FISCAL YEAR
The following table reflects information with regard to stock options
granted under the GBC Bancorp Amended and Restated 1988 Stock Option Plan to the
Named Executives during fiscal 1999, as indicated in the Summary Compensation
Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
INDIVIDUAL GRANTS STOCK APPRECIATION
- ------------------------------------------------------------------------------------------- FOR OPTION TERM(4)
NO. OF SECURITIES % OF TOTAL OPTIONS EXERCISE OR ---------------------
UNDERLYING OPTION GRANTED TO EMPLOYEES BASE PRICE EXPIRATION 5% 10%
NAME GRANTED(1)(2) IN FISCAL YEAR ($/SHARE)(3) DATE ($) ($)
- --------------------- ----------------- -------------------- ------------ ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Li-Pei Wu 0 N/A N/A N/A 0 0
Peter Wu 20,000 15.56% 23.00 01/20/2005 156,444 354,918
Domenic Massei 5,000 3.89% 23.00 01/20/2005 39,111 88,730
Peter Lowe 5,000 3.89% 23.00 01/20/2005 39,111 88,730
Eddie Chang 5,000 3.89% 23.00 01/20/2005 39,111 88,730
</TABLE>
- ---------------
(1) Options granted in 1999 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 of the grant 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 will terminate on the sixth anniversary of the grant date.
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) The difference between the exercise price as multiplied by the annual
appreciation rate shown compounded annually for the full term of the option
and the exercise price, 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 SEC and therefore are not intended to
forecast possible future valuation, if any, of the stock price of Bancorp.
8
<PAGE> 11
OPTION EXERCISES IN LAST FISCAL YEAR AND VALUE OF UNEXERCISED OPTIONS AT YEAR
END
<TABLE>
<CAPTION>
VALUE OF SECURITIES
UNDERLYING UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY OPTIONS
SHARES ACQUIRED VALUE UNDERLYING UNEXERCISED AT 12/31/99(1)(2)
ON EXERCISE REALIZED(1) OPTIONS AT 12/31/99(2) EXERCISABLE/UNEXERCISABLE
NAME (#) ($) EXERCISABLE/UNEXERCISABLE $
---- --------------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Li-Pei Wu................... -- -- 476,000/0 6,055,672/0
Peter Wu.................... 10,800 77,675 11,000/32,600 22,974/31,073
Domenic Massei.............. 3,400 35,056 6,400/10,600 25,836/18,824
Peter Lowe.................. 2,800 17,900 9,400/11,800 73,322/18,524
Eddie Chang................. 1,600 18,388 6,000/10,200 18,724/18,724
</TABLE>
- ---------------
(1) Value is based on market value of Bancorp's Common Stock at date of exercise
or end of fiscal 1999 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 is 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 shareholder's 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.
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
9
<PAGE> 12
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 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 five year employment agreement with Bancorp and the Bank
with an effective date of January 1, 1998 (described on pages 11 - 13) 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 prior employment agreement, which agreement was subsequently renewed
three times without any change in such profit sharing formula. Under Mr. Wu's
current employment agreement, the incentive compensation cash award payable to
him in the fiscal years 2000, 2001 and 2002 is subject to maximum dollar
limitations. See "Employment Agreement" on page 12.
In setting the compensation to the Chief Executive Officer pursuant to the
aforesaid employment agreement effective as of January 1, 1998, 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. Li-Pei 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.
The philosophy guiding the Board in its structuring of Mr. Wu's
compensation program under his current employment agreement was to place an
emphasis on the Common Stock of Bancorp as a component of incentive compensation
with the intention to motivate Mr. Wu to improve stock market performance.
Furthermore, in order to encourage Mr. Wu to take a long-term view towards the
Company's performance, and related thereto to take an active role in the
selection and training of his successor as Chief Executive Officer of the
Company, the Board felt it advisable to provide for the grant of new stock
options to Mr. Wu in 2001 for his promise not to compete with the business of
the Company for five (5) years after termination of his employment, and also to
require that shares granted to him under the stock retention program of the
current employment agreement be received by him only after deferral periods of
two (2) or five (5) years. In setting Mr. Wu's compensation under his current
employment agreement the Board took into consideration the Company's exceptional
performance under his management, particularly when compared to other members of
its peer group.
In connection with the compensation of the Named Executives, the Board has
considered the applicability of Section 162(m) of the Internal Revenue Code.
Section 162(m) limits deductibility of compensation in excess of $1,000,000.00
paid to a Named Executive unless this compensation qualifies as
"performance-based". During the course of negotiating Mr. Wu's compensation
under his current employment agreement (described on pages 11 - 13) with Bancorp
and the Bank, the Board considered the application of Section 162(m), and Mr.
Wu's compensation has been structured to minimize the possibility that the
non-performance-based compensation portion of his annual compensation will
exceed the $1,000,000.00 Section 162(m) limitation. The Board believes that the
incentive compensation cash award payable to Mr. Wu qualifies as
performance-based compensation and satisfies the requirements for exemption
under Section 162(m).
Mr. Wu's non-performance-based compensation for 1999 did not exceed the
Section 162(m) limitation, and the Board believes that the likelihood is low
that such Section 162(m) limitation will be exceeded for any year that Mr. Wu is
a Named Executive. However, to the extent that the non-performance-based
compensation payable to Mr. Wu under such employment agreement may exceed the
$1,000,000.00 limitation of Section 162(m) for any year that he is a Named
Executive, such excess amount will not be tax deductible by the Company.
10
<PAGE> 13
Other than Mr. Wu, there are no employees of the Company who received
compensation over $1,000,000.00 during 1999, and the Board does not believe that
the compensation payable to any of the Company's executive officers other than
Mr. Li-Pei Wu will approach the $1,000,000.00 limitation in the near future.
<TABLE>
<S> <C>
THE BOARD OF DIRECTORS:
Thomas C.T. Chiu Julian Wu
Chuang-I Lin Li-Pei Wu
Ko-Yen Lin Peter Wu
Ting Y. Liu Ping C. Wu
John Wang Walter Wu
Kenneth C. Wang Chin-Liang Yen
Chien-Te Wu
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has no standing compensation committee; all of the members of
the Board of Directors participate in decisions regarding compensation of the
Company's executive officers. As members of the Board of Directors, Mr. Li-Pei
Wu, the Company's Chairman and Chief Executive Officer, and Mr. Peter Wu, the
Company's President and Chief Operating Officer, participate in executive
officer and other employee compensation decisions, but neither such person
participated in any decisions regarding his own compensation as an executive
officer. Mr. Li-Pei Wu's compensation is determined in accordance with the terms
and provisions of his Employment Agreement with the Company (see "Employment
Agreement" on pages 11 - 13), and the Board of Directors does not exercise
discretion in awarding compensation to Mr. Li-Pei Wu. The philosophy and
guidelines for the Company's profit sharing and incentive compensation programs
applicable to executive officers and other employees are described in the "Board
of Directors' Report on Executive Compensation" on pages 9 - 11.
EMPLOYMENT AGREEMENT
On February 19, 1998 Mr. Li-Pei Wu, Bancorp and the Bank entered into an
employment agreement having an effective date of January 1, 1998, which
agreement was modified by an amendment entered into on March 19, 1998 with an
effective date of January 1, 1998 (as so amended, the "Employment Agreement").
The incentive compensation award program provided for in the Employment
Agreement was approved by the holders of a majority of the outstanding shares of
the Company at the Company's Annual Meeting of Shareholders held in 1998.
The Employment Agreement provides for an employment term of five (5) years,
commencing January 1, 1998, and ending December 31, 2002. Pursuant to the
Employment Agreement, Mr. Wu will serve as Chairman of the Board of Bancorp and
the Bank throughout the entire term of the Employment Agreement, and will serve
as Chief Executive Officer of Bancorp and the Bank only through December 31,
2000.
The Employment Agreement provides for a base annual salary of $402,336.00,
which amount was adjusted on January 1, 1999, and is to be further adjusted on
each succeeding anniversary, by a percentage increase equal to three percent
(3%) over the increase in the Consumer Price Index.
The Employment Agreement also provides for an annual incentive compensation
award payable to Mr. Wu, which award is based upon a formula identical to that
for the annual profit sharing award included in Mr. Wu's prior employment
agreement, to be 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, Mr. Wu will be entitled to receive from each Bancorp
subsidiary (other than the Bank), if any exists, an incentive compensation cash
award computed in accordance with a formula identical to the one described
11
<PAGE> 14
in the preceding sentence. The aggregate incentive compensation cash award
payable to Mr. Wu shall be subject to the following maximum dollar limitations
commencing with the fiscal year ending December 31, 2000: (i) $1,500,000.00 for
the fiscal year 2000; (ii) $400,000.00 for the fiscal year 2001; and (iii)
$400,000.00 for the fiscal year 2002. Amounts of incentive compensation cash
awards received by Mr. Wu with respect to services rendered in 1999, 1998, 1997
are included in the Summary Compensation Table on page 7.
Pursuant to grants of non-qualified options under the GBC Bancorp Amended
and Restated 1988 Stock Option Plan made to Mr. Wu in accordance with his prior
employment agreement, which options have all become exercisable and have been
exercised in part, the Wu Family Investment Partnership No. 1, L.P., of which
Mr. Wu serves as president of the corporate general partner, now holds (as
transferee from Mr. Wu) unexercised options to acquire 476,000 shares of Common
Stock at a price of $6.59 per share. Such options will expire on December 19,
2001 or, notwithstanding such expiration date, three (3) months after the
termination of Mr. Wu's employment with the Company, provided that (i) in the
case of his death during such three (3)-month period or while still employed,
such options would expire one (1) year after his death or (ii) in the case of
termination by reason of disability, within one (1) year after such termination.
Under the Employment Agreement, provided that Mr. Wu continues in the
employ of the Company through December 19, 2001, on such date Mr. Wu will be
granted a non-qualified stock option to purchase shares of Bancorp Common Stock
equal to the aggregate of the number of shares of Bancorp Common Stock that are
covered by the unexercised portion of Mr. Wu's December 19, 1991 non-qualified
stock option as of December 31, 2000 and/or the number of shares that had been
previously acquired by Mr. Wu by reason of exercising such non-qualified stock
option and which shares are held by him as of December 31, 2000. The number of
shares of Bancorp Common Stock subject to the new non-qualified stock option
will be equitably adjusted in the event of any change to Bancorp Common Stock
occurring as a result of any stock split, stock dividend, reorganization or
similar transaction. The exercise price under such new option will be the fair
market value of Bancorp Common Stock on the date of grant and such option will
vest immediately. The new option will be exercisable until December 31, 2007;
provided, that if Mr. Wu's employment with the Company terminates prior to
December 31, 2002, the exercise period will only be three (3) months from such
termination date, or, if Mr. Wu dies or becomes disabled, the exercise period
will be the earlier of one (1) year from his death or disability or December 31,
2007.
The Employment Agreement provides that commencing with the fiscal year
ending December 31, 1999 Mr. Wu may elect in his discretion to receive up to
one-half ( 1/2) of his incentive compensation cash award for any fiscal year in
shares of Bancorp Common Stock. If Mr. Wu makes such an election he will receive
as of the date of such election Bancorp Common Stock equal in value (determined
as of such election date) to the portion of the cash award for which he elected
to receive Bancorp Common Stock. In addition, he will be awarded as of such
election date a vested, deferred contractual right to receive two (2) years
later Bancorp Common Stock equal in value to the sum of fifty percent (50%) in
value of the portion of the cash award for which he elected to receive Bancorp
Common Stock plus the value of dividends that would have been paid during the
two (2)-year deferral period had such Bancorp Common Stock actually been granted
to him on the date of his election. The number of shares of Bancorp Common Stock
subject to the vested, deferred contractual right will be equitably adjusted in
the event of any change to Bancorp Common Stock occurring as a result of any
stock split, stock dividend, reorganization or similar transaction. In
accordance with the foregoing terms, for the fiscal year ending December 31,
1999 Mr. Wu did elect to receive one-half of the incentive compensation cash
award payable to him in shares of Bancorp Common Stock. Such election was made
by Mr. Wu on January 31, 2000, on which date the closing price of Bancorp Common
Stock was 19 1/2. With one-half of his incentive compensation cash award equal
to $829,878.50 and based upon the closing price on the date of his election, the
number of shares so issued to Mr. Wu was 42,558. In addition, Mr. Wu was awarded
as of such election date a vested, deferred contractual right to receive two (2)
years later 21,279 shares of Bancorp Common Stock.
The Employment Agreement further provides that during the first three (3)
years of Mr. Wu's employment thereunder Bancorp shall grant to him a vested,
deferred contractual right to receive one share of Bancorp Common Stock for
every twenty (20) shares of Bancorp Common Stock acquired by him through
exercise of his non-qualified stock option, or acquired by reason of his
election to receive up to one-half ( 1/2) of
12
<PAGE> 15
his incentive compensation cash award for any fiscal year in Bancorp Common
Stock (excluding shares for which Mr. Wu has a vested, deferred contractual
right to receive), and/or of vested option shares (even though not exercised)
under his non-qualified stock option that are held during the full term of the
relevant fiscal year. Pursuant to such provision of the Employment Agreement,
for 1998 Mr. Wu was granted a vested, deferred contractual right to receive
23,800 shares of Bancorp Common Stock, and for 1999 he was granted such a right
to receive 25,928 shares. The total number of shares to be received by Mr. Wu
shall not in the aggregate exceed 100,000, which number is subject to equitable
adjustment in the event of any change to Bancorp Common Stock occurring as a
result of any stock split, stock dividend, reorganization or similar
transaction. Such additional shares shall be granted on the fifth (5th)
anniversary of the first (1st) day of January following the year with respect to
which the contractual right to receive the additional shares was awarded
(together with a further number of shares equal in value to the dividends that
would have been paid on the additional shares during such five (5)-year deferral
period).
In the event of the disability of Mr. Wu, either he or the Company may
elect to terminate his employment upon six (6) months prior written notice,
during which period he is entitled to his regular pay and a proportionate part
of any incentive compensation award.
The Employment Agreement gives Mr. Wu a right to at any time, with or
without cause, to terminate the Employment Agreement upon six (6) months prior
written notice to the Company, during which period he is entitled to his regular
pay and a proportionate part of any incentive compensation award.
Under the Employment Agreement, at the expiration of its stated term on
December 31, 2002 (other than for cause), Mr. Wu will be entitled to an annual
retirement benefit equal to fifty percent (50%) of the annual base salary he
earned during his final year of employment. This retirement benefit will be
payable in equal monthly installments over the five (5) years following the
expiration of the term of the Employment Agreement.
The Employment Agreement contains a noncompetition provision whereby Mr. Wu
agrees not to compete with the Company for a period of five (5) years following
the date of his termination of employment under the Employment Agreement. In the
event that Mr. Wu fails to comply with such noncompetition provision, as of the
date of such failure to comply, (i) the new stock option granted to Mr. Wu on
December 19, 2001, to the extent not yet exercised, or Mr. Wu's right to receive
such option if not yet granted, will expire or terminate, (ii) Mr. Wu will no
longer be entitled to the retirement benefit provided for under the Employment
Agreement, to the extent not yet paid, and (iii) Mr. Wu will no longer be
allowed continued use of an office and automobile.
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 his prior employment agreement
with the Company, provided Mr. Wu is then in the employ of the Company, Mr. Wu
shall have the right to purchase 242,000 shares of Bancorp Common Stock at $1.86
per share, exercisable 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.
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
13
<PAGE> 16
surviving corporation but the shares of Bancorp's stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property.
The GBC Bancorp 1999 Employee Stock Incentive Plan also includes certain
change in control provisions. During fiscal 1999, no stock options were granted
under such plan.
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 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 Exchange Act 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 SEC 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 1999 fiscal year, all filing requirements applicable to Bancorp's
officers and directors were complied with.
14
<PAGE> 17
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.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
ON GBC BANCORP COMMON STOCK, S&P 500 INDEX & SNL SECURITIES, L.P.
CALIFORNIA INDEPENDENT BANK STOCK INDEX
<TABLE>
<CAPTION>
CALIFORNIA INDEPENDENT
GBC BANCORP S&P 500 BANK INDEX
----------- ------- ----------------------
<S> <C> <C> <C>
12/31/94 100.00 100.00 100.00
12/31/95 125.71 137.58 138.19
12/31/96 202.24 169.03 170.56
12/31/97 469.76 225.44 334.13
12/31/98 383.90 289.79 315.22
12/31/99 293.02 350.78 357.26
</TABLE>
ASSUMES $100 INVESTED ON DECEMBER 31, 1994 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
SELECTION OF AUDITORS
Deloitte & Touche LLP has audited the books and records of Bancorp since
October 1998, and the Board of Directors intends to re-appoint Deloitte & Touche
LLP for Bancorp's fiscal year ending December 31, 2000. Representatives of
Deloitte & Touche 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, 1999, of all such
loans and credit extensions to all directors and executive officers of the Bank,
together with their associates, was $2,713,335, constituting approximately 1.70%
of the Bank's Stockholders' Equity.
15
<PAGE> 18
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, 2000.
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
/s/ PETER WU
------------------------------
Peter Wu
Secretary
Dated: March 28, 2000
A COPY OF BANCORP'S 1999 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.
16
<PAGE> 19
GBC BANCORP
ANNUAL MEETING OF SHAREHOLDERS, APRIL 27, 2000
The undersigned hereby appoints Sheila Miller 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 on the reverse, all the
shares of common stock of GBC Bancorp held on record by the undersigned on
February 29, 2000, at the Annual Meeting of Shareholders to be held on April
27, 2000 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> 20
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
GBC BANCORP
APRIL 27, 2000
<TABLE>
<CAPTION>
Please Detach and Mail in the Envelope Provided
A [X] Please mark your |
votes as in this |
example. |___
<S> <C> <C> <C> <C>
FOR all nominees WITHHOLD AUTHORITY NOMINEES: Bernard Chen
listed at right to vote for all Thomas C.T. Chiu
(except as nominees Chuang-I Lin
marked to the listed at right Ko-Yen Lin
contrary below) Ting Y. Liu 2. OTHER BUSINESS: In this discretion, the
John C. Wang Proxies are authorized to vote upon such
1. ELECTION OF [ ] Kenneth C. Wang other business as may properly come
DIRECTORS Chian-Te Wu before the meeting.
Julian Wu
Li-Pei Wu This proxy when properly executed will be
Peter Wu voted in the manner directed herein by
Ping C. Wu the undersigned shareholder. If no
Walter Wu direction is made, this proxy will
Chin-Liang Yen 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.
YOUR VOTE IS IMPORTANT. PLEASE MARK,
SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
</TABLE>
Signature(s):________________________________________ Dated:______________, 2000
Note: 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.
