WEST COAST BANCORP
535 East First Street
Tustin, California 92780
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held August 25, 1998
TO THE SHAREHOLDERS OF WEST COAST BANCORP:
NOTICE IS HEREBY GIVEN that, pursuant to its Bylaws and the call of its
Board of Directors, the Annual Meeting of Shareholders (the "Meeting") of West
Coast Bancorp, a California corporation (the "Company"), will be held on
Tuesday, August 25, 1998, at 5:30 p.m. at the offices of Sunwest Bank, 535 East
First Street, Tustin, California 92780, for the following purposes all as set
forth in the attached Proxy Statement:
1. Election of Directors. To elect five persons to the Board of
Directors to serve until the 1999 Annual Meeting of Shareholders
and until their successors have been elected and qualified. The
following five persons are the Board of Directors' nominees:
Eric D. Hovde James G. LeSieur, III
Thomas A. Jones, C.P.A. Ronald R. White
John B. Joseph
2. Other Business. To transact such other business as may properly
come before the Meeting and at any and all adjournments thereof.
Only those shareholders of record at the close of business on July 10, 1998
shall be entitled to notice of, and to vote in person or by Proxy at, the
Meeting. As set forth in the enclosed Proxy Statement, the Proxy is solicited by
the Board of Directors of the Company. It is expected that this Notice of Proxy
and accompanying Proxy Statement will be mailed to shareholders on or about July
31, 1998.
By Order of the Board of Directors
Frank E. Smith, Secretary
July 31, 1998
IT IS IMPORTANT THAT ALL SHAREHOLDERS VOTE. WE URGE YOU TO SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY THEN
WITHDRAW YOUR PROXY AND VOTE IN PERSON. IN ORDER TO FACILITATE THE PROVIDING OF
ADEQUATE ACCOMMODATIONS, PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING.
<PAGE>
WEST COAST BANCORP
535 East First Street
Tustin, California 92780
(714) 730-4499
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
August 25, 1998
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of Proxies for use at the Annual Meeting of Shareholders (the "Meeting") by the
Board of Directors of West Coast Bancorp, a California corporation (the
"Company") to be held on Tuesday, August 25, 1998, at 5:30 p.m. at the offices
of Sunwest Bank, 535 East First Street, Tustin, California 92780, and at any and
all adjournments thereof. Thomas A. Jones and James G. LeSieur, III, the
designated proxy holders, are members of the Company's Board of Directors. It is
expected that this Proxy Statement and the accompanying Notice of Proxy will be
mailed to shareholders on or about July 31, 1998. Only shareholders of record on
July 10, 1998 are entitled to vote in person or by proxy at the meeting or any
adjournment thereof.
Matters to be Considered
The matters to be considered and voted upon at the Meeting will be:
1. Election of Directors. To elect five persons to the Board of
Directors to serve until the next Annual Meeting of Shareholders
and until their successors are elected and have qualified.
2. Other Business. To transact such other business as may properly
come before the Meeting and at any and all adjournments thereof.
Cost of Solicitation of Proxies
The Company will bear the costs of this solicitation, including the
expense of preparing, assembling, printing and mailing this Proxy Statement and
the material used in this solicitation of Proxies. It is contemplated that
Proxies will be solicited principally through the mails, but directors, officers
and regular employees of the Company may solicit Proxies personally or by
telephone. Although there is no formal agreement to do so, the Company may
reimburse banks, brokerage houses and other custodians, nominees and fiduciaries
for their out-of-pocket expenses in connection with forwarding these Proxy
materials to their principals. In addition, ChaseMellon Shareholder Services,
the Company's stock transfer agent, will assist in the solicitation of Proxies.
They will be reimbursed $2,500 plus reasonable out-of-pocket expenses incurred
in connection with the solicitation.
Outstanding Securities, Voting Rights and Revocability of Proxies
There were issued and outstanding 9,258,942 shares of the Company's
common stock, no par value per share ("common stock"), on July 10, 1998, which
has been set as the record date for the purpose of determining the shareholders
entitled to notice of, and to vote at, the Meeting.
Each holder of common stock will be entitled to one vote, in person or
by Proxy, for each share of common stock outstanding in his or her name on the
books of the Company as of the record date for the Meeting on any matter
submitted to the vote of the shareholders, except that in connection with the
election of directors, the shares are entitled to be voted cumulatively if a
shareholder present at the Meeting has given notice at the Meeting prior to the
voting of his or her intention to vote his or her shares cumulatively. If any
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination. Cumulative voting entitles a shareholder to give one
nominee as many votes as is equal to the number of directors to be elected
multiplied by the number of shares owned by such shareholder, or to distribute
his or her votes on the same principle between two or more nominees as he or she
sees fit.
In the election of directors, if a quorum is present, the five
candidates receiving the highest number of votes are elected. Abstentions and
broker non-votes are not counted as being voted, however, such votes are counted
for determining a quorum. Discretionary authority to cumulate votes is hereby
solicited by the Board of Directors, and return of an executed Proxy shall be
the grant of such authority.
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If you hold your common stock in "street name" and you fail to instruct
your broker or nominee as to how to vote such shares of common stock, your
broker or nominee may, in its discretion, vote your shares "For" the election of
the nominees for directors set forth herein.
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 the Company an instrument
revoking it or a duly executed Proxy bearing a later date. It may also be
revoked by attendance at the Meeting and election to vote thereat. Subject to
such revocation, all shares represented by a properly executed Proxy received
prior to or at the time of the Meeting will be voted by Proxy Holders in
accordance with the instructions on the Proxy. If no instruction is specified in
respect to a matter to be acted upon, the shares represented by the Proxy will
be voted "For" the election of the nominees for directors set forth herein. It
is not anticipated that any matters will be presented at the Meeting other than
as set forth in the accompanying Notice of Meeting. If, however, any other
matters are properly presented at the Meeting, the Proxy will be voted in
accordance with the best judgment and in the discretion of the Proxy Holders.
DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors
The Bylaws of the Company provide that the Company shall have not less
than five nor more than nine directors, unless changed by a bylaw amending
Section 3.3(a) of Article 3 of the Company's Bylaws, duly adopted by the vote or
written consent of the Company's shareholders. The Bylaws further provide that
the exact number of directors shall be fixed from time to time, within the
foregoing range, by a bylaw or amendment thereof or a resolution duly adopted by
the Board of Directors or by the shareholders. The number of directors is
currently fixed at five.
The individuals named below, all of whom are present members of the
Board of Directors of the Company, will be nominated for election to serve until
the next Annual Meeting of Shareholders and until their successors have been
elected and qualified. Votes will be cast pursuant to the enclosed Proxy in such
a way as to effect the election of said nominees, or as many thereof as
possible, under applicable voting rules. In the event that any of the nominees
should be unable or unwilling to accept nomination for election as a director,
it is intended that the Proxy Holders will vote for the election of such
substitute nominees, if any, as shall be designated by the Board of Directors.
The Board of Directors has no reason to believe that any nominee will be unable
or unwilling to serve if elected to office.
None of the directors or executive officers were selected pursuant to
any arrangement or understanding, other than with the directors and executive
officers of the Company acting within their capacity as such. There are no
family relationships among directors or executive officers of the Company as of
the date hereof.
The following table sets forth certain information, as of June 30,
1998, with respect to those individuals who are to be nominated by the Board of
Directors for election as directors.
Year First
Elected or
Appointed as
Name of Director Age Director Position with the Company
---------------- --- ------------ --------------------------
Eric D. Hovde 34 1997 Chairman of the Board,
President and CEO
Ronald R. White 52 1981 Vice Chairman of the Board
and Executive Vice President
Thomas A. Jones, C.P.A. 59 1990 Director
John B. Joseph 59 1981 Director
James G. LeSieur, III 56 1998 Director
Eric D. Hovde is currently the Chairman of the Board, President and
Chief Executive Officer of the Company. Mr. Hovde also is a director of Sunwest
Bank. Mr. Hovde has served as President of Hovde Financial, Inc. since 1993. Mr.
Hovde also serves as President of Hovde Capital, Inc., Hovde Securities, Inc.
and Hancock Park Acquisitions, L.L.C., and is Managing Member of Hovde Capital,
L.L.C., Hovde Acquisition, L.L.C., and Western Acquisitions, L.L.C.
Ronald R. White is currently Executive Vice President and Vice
Chairman of the Board of Directors of the Company. Mr. White has served as
President, of Glacial Garden, Inc. since 1992, Enticon Enterprises since 1975,
and Centennial Corporation since 1977. Mr. White has served in the following
capacities during the past five years:
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Chairman of the Board of Directors, President and Chief Executive Officer of The
Centennial Group, Inc., a Delaware corporation ("CGI"), from 1987 to December
1995; general partner of various limited partnerships engaged in real estate
development and lending activities. Until December 1995, Mr. White held various
positions in the subsidiaries of CGI. Mr. White is a director of Sunwest Bank
and WCV, Inc. Mr. White presently holds and has held, over the past five years,
various positions in the subsidiaries of the Company.
Thomas A. Jones, C.P.A., is a professor of accounting and business at
DeVry Institute of Technology. Mr. Jones was the President of R&G Sloane, a
manufacturer of plastic piping products, from 1988 to 1990 when R&G Sloane was
acquired. Mr. Jones also serves as a director of Sunwest Bank.
John B. Joseph was the Chairman of the Board, President and Chief
Executive Officer of the Company until June 1998. He had served as Chairman of
the Board of Directors of the Company from its inception in 1981 and Chief
Executive Officer since April 1991. Mr. Joseph also serves, or has served, in
the following capacities during the past five years: President of the Company
from 1993 to June 1998; Vice President and a director of Centennial Corporation
since 1983; President of Pacific Western Aggregate Corporation since 1997;
President of Pacific Western Equipment L.L.C. since 1997; Vice Chairman of the
Board of Directors of CGI from 1987 to December 1995; general partner of various
limited partnerships engaged in real estate development and lending activities.
Until July 1993, Mr. Joseph held various positions in CGI and its subsidiaries.
Mr. Joseph presently holds and has held, over the past five years, various
positions in the subsidiaries of the Company. Mr. Joseph is a director of the
Company's subsidiaries, Sunwest Bank and WCV, Inc.
James G. LeSieur, III serves as President and Chief Executive Officer
of Sunwest Bank. Mr. LeSieur joined Sunwest Bank in 1975 as Vice President and
Cashier, was promoted to Senior Vice President and Controller, and later
promoted to Executive Vice President and Chief Financial Officer. In 1991 Mr.
LeSieur assumed the position of President. Mr. LeSieur is a director of Sunwest
Bank.
For information concerning executive officers of the Company see "FORM
10-KSB - ITEM 4.A - Executive Officers of the Registrant."
The Board of Directors and Committees
The Board of Directors of the Company presently has one committee, an
Audit Committee. The Company does not have a standing Nominating Committee.
The Audit Committee, which held three meetings in 1997, is currently
comprised of Mr. Jones. The purpose of the Audit Committee, among other things,
is to oversee the Company's internal controls and financial information
reporting and to review the results of the independent audit.
During 1997, the Board of Directors of the Company held nine meetings.
Each of the individuals who is a nominee and was a director of the Company
during 1997 attended at least 75% of the aggregate of (1) the total number of
Board meetings held during his term of service and (2) the total number of
meetings held by all committees of the Board on which he served during such year
except Ronald R. White who attended 67% of the Board of Directors meetings.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than 10% shareholders are required by
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on the review of the copies of such forms furnished to the
Company, or a written representation that no Form 5 was required, the Company
believes that, during the fiscal year ended December 31, 1997, all Section 16(a)
filing requirements applicable to its executive officers, directors and greater
than 10% shareholders were complied with with the exception of Mr. Hovde who
failed to timely file a Form 3.
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EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the other executive officers of the Company
(determined as of the end of the last fiscal year) (the "Named Executives") for
each of the fiscal years ended December 31, 1997, 1996 and 1995:
SUMMARY COMPENSATION TABLE
Annual Compensation
---------------------
Name and All Other
Principal Position Year Salary($) Bonus($) Other($) ($)(a)
- --------------------------------------------------------------------------------
JOHN B. JOSEPH (b) 1997 93,000 -- 9,000 1,200
President and CEO, Company 1996 158,000 -- 15,000 --
1995 157,000 115,000 9,000 --
JAMES G. LESIEUR, III (c) 1997 140,000 48,000 30,000 5,000
President and CEO, Sunwest Bank 1996 140,000 15,000 29,000 5,000
1995 140,000 -- 23,000 5,000
FRANK E. SMITH 1997 125,000 22,000 -- 4,000
Senior Vice President, CFO and 1996 125,000 14,000 -- 4,000
Secretary, Company and
Sunwest Bank 1995 125,000 -- -- 4,000
(a) Includes amounts contributed by the Company and its subsidiaries
to the West Coast Bancorp 401(k) Profit Sharing Plan and
allocated to the Named Executive's vested or unvested account
under such plan.
(b) Effective June 1998, Mr. Joseph resigned as president and CEO of
the Company. Mr. Joseph's other annual compensation includes
director's fees of $3,000, $9,000 and $9,000 paid by the Company
and director's fees of $6,000, $6,000, and $0 paid by Sunwest
Bank in 1997, 1996 and 1995, respectively. During 1995, the
Company accrued bonuses for Mr. Joseph of $70,000 from the sale
of Sacramento First National Bank and $45,000 from Sunwest Bank
achieving a 6.5% leverage ratio. Accrued but unpaid salaries
totaled $514,000 at December 31, 1997.
(c) Mr. LeSieur's other annual compensation represents director's
fees of $6,000 and $6,000 paid by Sunwest Bank in 1997 and 1996,
respectively; reimbursement of the employee portion of FICA of
$7,000 in 1997 and $6,000 in 1996 and 1995; and an auto
allowance of $18,000 in 1997 and $17,000 in 1996 and 1995,
respectively.
STOCK OPTION GRANTS
No stock options were granted to the Named Executives during 1997.
4
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AGGREGATED OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the Named
Executives concerning the exercise of options during the fiscal year ended
December 31, 1997 and unexercised options held by the Named Executives as of
December 31, 1997:
AGGREGATED OPTION(A) EXERCISES IN FISCAL YEAR 1997
AND FY-END OPTION VALUES (a)
Shares Acquired Number of Unexercised Value of Unexercised
on Value Options at In-the-Money Options
Exercise Realized 12/31/97 (#) at 12/31/97 ($)(b)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------
John B. Joseph - - 65,000 - 5,000 N/A
James G. LeSieur - - 25,000 - 2,000 N/A
Frank E. Smith - - 45,000 - 4,000 N/A
(a) The Company has no plans pursuant to which stock appreciation rights
may be granted.
(b) Value of unexercised "in-the-money" options is the difference between
the average reported sales price of the common stock on December 31,
1997 of $1.235 per share and the exercise price of the option,
multiplied by the number of shares subject to the option.
COMPENSATION OF DIRECTORS
During 1997, each non-employee and employee director received $250 for
each meeting of the Board of Directors attended. Effective January 1, 1998,
directors were paid a retainer of $6,000 per year. The retainer was paid monthly
on a pro rata basis. The payment was reduced by $250 for each scheduled meeting
not attended. Effective May 23, 1998, the retainer was eliminated and fees are
now limited to $50 per meeting attended. Employee and non-employee directors are
eligible to participate in the Company's 1988 Stock Option Plan subject to
certain specific limitations. No stock options were granted in 1997.
EMPLOYMENT CONTRACTS
Mr. LeSieur entered into a one year employment agreement in effect
until January 31, 1999 with Sunwest Bank. The agreement may be renewed annually
each year for a one year term. Compensation under the agreement includes: a base
salary of $170,000, participation in the Sunwest Bank employee incentive program
and a special bonus. The special bonus is contingent on a Sunwest Bank merger,
or 80% or more of its shares being sold, or substantially all of its assets
being sold or transferred. The special bonus is based on a percentage pay out of
the difference between the purchase price and $9.5 million plus any additional
capital contributions into Sunwest Bank. The percentage pay out ranges from 2%
to 5% and increases as the purchase price increases. The maximum special bonus
payable is $300,000. The agreement provides for a severance payment of twelve
months salary in the event that Mr. LeSieur is terminated without cause.
Mr. Smith entered into a one year employment agreement in effect until
January 31, 1999 with Sunwest Bank. His agreement is similar to that of Mr.
LeSieur's except the base salary is $125,000, the special bonus percentage pay
out ranges from 1% to 2.5% and the maximum special bonus payable is $150,000.
5
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth, as of June 30, 1998, the common stock
ownership of each director and executive officer of the Company
individually, all directors and executive officers as a group, and each
person known by the Company to be the beneficial owner of more than 5% of
the Company's common stock.
Shares Percent
That Total of
May Be Beneficial Class
Name of Beneficial Owner Address Acquired(a) Ownership(b) (c)
- --------------------------------------------------------------------------------
DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------
Eric D. Hovde 1826 Jefferson Place, N - 796,000(d) 8.6%
Washington, DC 20036
Thomas A. Jones 535 East First Street 30,000 44,300 *
Tustin, CA 92780
John B. Joseph Same as above 65,000 958,690 10.3%
James G. LeSieur, III Same as above 25,000 72,000 *
Frank E. Smith Same as above 45,000 89,000 *
Ronald R. White Same as above 65,000 65,000 *
All Directors and Executive Officers
(6 individuals) 230,000 2,024,990 21.3%
OTHER GREATER THAN 5% SHAREHOLDERS
- ----------------------------------
Gerauld L. Hopkins 6900 Main Street, Suite 153 - 575,000 6.2%
Downers Grove, IL 60516
Western Acquisition 1110 Lake Cook Road, Suite 165 - 735,500 7.9%
Partners L.P. Buffalo Grove, IL 60089
Western Acquisitions 1110 Lake Cook Road, Suite 165 - 735,500(d) 7.9%
L.L.C.(d) Buffalo Grove, IL 60089
* Less than 1%
(a) Shares that may be acquired within 60 days of June 30, 1998
pursuant to the exercise of stock options.
(b) Except as otherwise noted below, each person has sole voting and
investment power with respect to the shares listed.
(c) The percentage ownership interest of each individual or group is
based upon the total number of shares of the Company's common
stock outstanding plus the shares which the respective individual
or group has the right to acquire within 60 days after June 30,
1998 through the exercise of stock options.
(d) Includes 735,500 shares owned by Western Acquisition Partners
L.P. as to which Western Acquisitions, L.L.C., the corporate
general partner of Western Acquisition Partners, L.P. and Eric D.
Hovde, the Managing Member of Western Acquisitions, L.L.C., share
voting power. Mr. Hovde disclaims beneficial ownership of the
735,500 shares.
6
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the directors and officers of the Company and its subsidiaries
and the entities with which they are associated are customers of, and have had
banking transactions with, the Company's banking subsidiary Sunwest Bank, in the
ordinary course of Sunwest Bank's business during 1997 and may have banking
transactions with such persons in the future. All banking transactions were made
in compliance with applicable laws and on substantially the same terms,
including interest rates, as those prevailing for comparable transactions with
other persons and, in the opinion of the Boards of Directors of the Company and
Sunwest Bank, did not present any other unfavorable features. Loans made did not
involve more than the normal risk of collectability.
In January 1998, the Company executed a note and security agreement
with a corporation owned by its President and Chairman, John B. Joseph. The note
is in the amount of $514,000 representing unpaid fees for services. The note
bears interest at 9%, payable monthly, with principal due January 29, 2001. The
note is secured by five shares of Sunwest Bank stock. On June 9, 1998, the
Company executed a note in the principal amount of $210,883 plus unpaid accrued
interest of $239,161 with Eric D. Hovde. The note replaced an existing note,
payable to an unrelated third party, that was purchased from the third party by
Mr. Hovde at a discount. The principal portion of the note bears interest at
Bank of America prime rate plus 2%. Principal payments of $12,000 are due
quarterly with all remaining principal and accrued interest due on June 30,
1999.
INDEPENDENT AUDITORS
The Board of Directors has not yet selected independent auditors for
the fiscal year ending 1998 as the Board customarily does not select its
independent auditors until later in the year. Prior to making its selection, the
Board of Directors may solicit bids from several independent public accounting
firms, including Arthur Andersen LLP, the Company's independent auditors for the
year ended 1997. Representatives of Arthur Andersen LLP will be present at the
Meeting, will have an opportunity to make a statement if they so desire and will
be available to respond to appropriate questions from shareholders.
PROPOSALS OF SHAREHOLDERS
Under certain circumstances shareholders are entitled to present
proposals at shareholder meetings. Any such proposal to be included in the Proxy
Statement for the Company's 1999 Annual Meeting of Shareholders must be
submitted by a shareholder prior to April 2, 1999 in a form that complies with
applicable regulations. In addition, in the event a shareholder proposal is not
submitted to the Company prior to June 16, 1999, the proxy to be solicited by
the Board of Directors for the 1999 Annual Meeting of Shareholders will confer
authority on the holders of the proxy to vote the shares in accordance with
their best judgment and discretion if the proposal is presented at the 1999
Annual Meeting of Shareholders without any discussion of the proposal in the
proxy statement for such meeting
ANNUAL REPORT
The Company's annual report for the year ended December 31, 1997
accompanies this Proxy Statement. The annual report contains consolidated
financial statements of the Company and its subsidiaries and the report thereon
of Arthur Andersen LLP, independent public accountants.
UPON WRITTEN REQUEST OF ANY PERSON ENTITLED TO VOTE AT THE MEETING,
ADDRESSED TO FRANK E. SMITH, SECRETARY, WEST COAST BANCORP, 535 EAST FIRST
STREET, TUSTIN, CALIFORNIA 92780, THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY
OF ITS ANNUAL REPORT ON FORM 10-KSB FOR FISCAL 1997, INCLUDING THE FINANCIAL
STATEMENTS, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE
SECURITIES EXCHANGE ACT OF 1934.
OTHER BUSINESS
The Board of Directors knows of no other business that will be
presented for consideration at the Meeting other than that stated in the Notice
of Meeting. If, however, other matters are properly brought before the Meeting,
it is the intention of the individuals named in the accompanying form of Proxy
to vote the shares represented thereby in accordance with their best judgment
and in their discretion, and authority to do so is included in the Proxy.
WEST COAST BANCORP
By: /s/ Eric D. Hovde
---------------------------------------------------
Eric D. Hovde, Chairman of the Board, President and
Chief Executive Officer
DATED: July 31, 1998
7
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(FRONT OF PROXY CARD)
REVOCABLE PROXY REVOCABLE PROXY
WEST COAST BANCORP - PROXY CARD
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder(s) of West Coast Bancorp ("the Company") hereby
nominates, constitutes and appoints Thomas A. Jones and James G. LeSieur, III.
proxies, and each of them, the attorney, agent and proxy of the undersigned,
with full power of substitution, to vote all stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Company (the "Meeting") to be held at the offices of Sunwest Bank, 535 East
First Street, Tustin, California on Tuesday, August 25, 1998 at 5:30 p.m., and
any adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally thereat, as follows:
(Continued, and to be marked, dated and signed, on the other side)
<PAGE>
(BACK OF PROXY CARD)
Please mark
your votes as
indicated in X
this example
1. ELECTION OF DIRECTORS
FOR all nominees WITHHOLD
listed below (except AUTHORITY
as marked to the to vote for all
contrary below). nominees listed below.
----- -----
Eric D. Hovde James G. LeSieur, III
Thomas A. Jones Ronald R. White
John B. Joseph
Instructions: To withhold authority for any one or more nominees, write that
nominee(s) name(s) in the space provided below).
- --------------------------------------------
2. OTHER BUSINESS. In their discretion, the proxy holders are authorized to vote
upon such other business as may properly come before the Meeting and any and
all adjournment or adjournments thereof.
FOR AGAINST ABSTAIN
--- --- ---
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES LISTED ABOVE, IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS
PROXY SHALL BE VOTED BY THE PROXY HOLDERS IN ACCORDANCE WITH THE RECOMMENDATIONS
OF A MAJORITY OF THE BOARD OF DIRECTORS.
I plan to attend the Meeting.
-----
The undersigned hereby ratifies and confirms all that said proxy holders, or
either of them, or their substitutes, shall lawfully do or cause to be done by
virtue hereof, and hereby revokes any and all proxies hereof given by the
undersigned to vote at the Meeting. The undersigned hereby acknowledges receipt
of the Notice of the Meeting and Proxy Statement accompanying said notice.
Dated:
- ----------------------------------------------------------
- ----------------------------------------------------------
Number of Shares
- ----------------------------------------------------------
(Name of Shareholder, Printed)
- ----------------------------------------------------------
(Signature of Shareholder)
- ----------------------------------------------------------
(Name of Shareholder, Printed)
- ----------------------------------------------------------
(Signature of Shareholder)
(Please date this Proxy and sign your name as it appears on your stock
certificate(s). Executors, administrators, trustees, etc., should give their
full titles. All joint owners should sign.) THIS PROXY WILL BE VOTED "FOR" THE
ELECTION OF ALL NOMINEES UNLESS AUTHORITY TO DO SO IS WITHHELD FOR ALL NOMINEES
OR FOR ANY INDIVIDUAL NOMINEE. PLEASE SIGN, DATE AND RETURN THIS PROXY AS
PROMPTLY AS POSSIBLE IN THE POSTAGE PREPAID ENVELOPE PROVIDED.
