<PAGE> 1
SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.____)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
[ ] Confidental, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
SUMMIT BANCSHARES, INC.
________________________________________________
(Name of Registrant as Specified In Its Charter)
John R. Hall, Muldoon, Murphy & Faucette
_____________________________________________
(Name of Person(s), Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
...................................................................
(2) Aggregate number of securities to which transaction applies:
...................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
...................................................................
(4) Proposed maximum aggregate value of transaction:
...................................................................
(5) Total fee paid:
...................................................................
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
..............................
(2) Form, Schedule or Registration Statement No.:
..............................
(3) Filing Party:
..............................
(4) Date Filed:
..............................
<PAGE> 2
SUMMIT BANCSHARES, INC.
2969 Broadway Oakland, California 94611
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held Wednesday, April 19, 1995
TO THE SHAREHOLDERS OF SUMMIT BANCSHARES, INC.:
NOTICE IS HEREBY GIVEN that pursuant to its Bylaws and the call of its
Board of Directors, an Annual Meeting of Shareholders (the "Annual
Meeting") of Summit Bancshares, Inc. (the "Company") will be held at the
principal offices of the Company located at 2969 Broadway, Oakland,
California, on Wednesday, April 19, 1995, at 5:00 p.m., for the purpose
of considering and voting upon the following matters:
1. The election of seven (7) persons to the Board of Directors to
serve until the 1996 Annual Meeting of Shareholders and until their
successors are elected and qualified.
2. The ratification of the selection of Arthur Andersen LLP to
audit the financial statements of the Company for fiscal year 1995.
3. The transaction of such other business as may properly come
before the Annual meeting.
Section 2.3 of the Bylaws of the Company provides for the nomination of
Directors in the following manner:
"Nominations for election of members of the Board of Directors may be made
by the Board of Directors or by any shareholder of any outstanding class
of voting stock of the Corporation entitled to vote for the election of
directors. Notice of intention to make any nominations, other than by the
Board of Directors, shall be made in writing and shall be received by the
President of the Corporation not more than sixty (60) days prior to any
meeting of shareholders called for the election of Directors, no more than
ten (10) days after the date the notice of such meeting is sent to
shareholders pursuant to Section 2.2 of these Bylaws, provided, however,
that if ten (10) days' notice of the meeting is given to shareholders,
such notice of intention to nominate shall be received by the President
of the Corporation not later than the time fixed in the notice of the
meeting for the opening of the meeting. Such notification shall contain
the following information to the extent known to the notifying
shareholder: (a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the number of shares
of voting stock of the Corporation owned by each proposed nominee; (d) the
name and residence address of the notifying shareholder; and (e) the
number of shares of voting stock of the Corporation owned by the notifying
shareholders. Nominations not made in accordance herewith shall be
disregarded by the then chairman of the meeting, and the inspectors of
election shall then disregard all votes cast for such nominee."
Only those Shareholders of record at the close of business on February 28,
1995, will be entitled to notice of and to vote at the Annual Meeting.
IT IS VERY IMPORTANT THAT EVERY SHAREHOLDER VOTE. WE URGE YOU TO MARK,
SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON. IF YOU DO ATTEND
THE ANNUAL MEETING AND ELECT TO VOTE IN PERSON, YOU MAY DO SO. THE PROXY
MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
Dated: March 22, 1995, at Oakland, California.
By Order of the Board of Directors of Summit Bancshares, Inc.
SHIRLEY W. NELSON
Chairman and Chief Executive Officer
<PAGE> 3
SUMMIT BANCSHARES, INC.
2969 Broadway, Oakland, California 94611
PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS
To Be Held Wednesday, April 19, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders (the "Annual
Meeting") of Summit Bancshares, Inc., (the "Company") to be held at 2969
Broadway, Oakland, California, on Wednesday, April 19, 1995, at 5:00 p.m.
and at any adjournment or adjournments thereof. THE SOLICITATION OF THE
PROXY ACCOMPANYING THIS PROXY STATEMENT IS MADE BY MANAGEMENT OF THE
COMPANY AND THE COSTS OF SUCH SOLICITATION, INCLUDING THE EXPENSE OF
PREPARING, ASSEMBLING, PRINTING AND MAILING THIS PROXY STATEMENT AND THE
MATERIAL USED IN THIS SOLICITATION OF PROXIES, WILL BE BORNE BY THE
COMPANY. It is contemplated that Proxies will be solicited through the
mail, but officers and regular employees of the Company may solicit
Proxies personally. The Company will also request bank, brokers and
others who hold shares of the Company in nominee names to distribute
annual reports and proxy soliciting materials to beneficial owners, and
will reimburse such banks and brokers for reasonable out-of-pocket
expenses which they may incur in so doing.
It is expected that this Proxy Statement, the form of Proxy and
accompanying Notice will be mailed to Shareholders on or about March 22,
1995.
The matters to be considered and voted upon at the Annual Meeting will be:
1. The election of seven (7) persons to the Board of Directors to
serve until the 1996 Annual Meeting of Shareholders and until their
successors are elected and qualified.
2. The ratification of the selection of Arthur Andersen LLP to
audit the financial statements of the Company for fiscal year 1995.
3. The transaction of such other business as may properly come
before the Annual Meeting.
A Proxy for use at the Annual Meeting is enclosed. Any Shareholder who
executes and delivers such Proxy has the right to revoke it at any time
before it is exercised (i) by filing with the Secretary of the Company an
instrument revoking it or a duly executed Proxy bearing a later date or
(ii) by appearing and voting in person at the Annual Meeting. Subject to
such revocation, all shares represented by a properly executed Proxy
received in time for the Annual Meeting will be voted by the Proxy Holders
in accordance with the instructions on the Proxy.
IF NO INSTRUCTION IS SPECIFIED WITH RESPECT TO A MATTER TO BE ACTED UPON
AT THE ANNUAL MEETING, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED
IN FAVOR OF (i) THE ELECTION AS DIRECTORS OF THE NOMINEES SET FORTH
HEREIN, (ii) THE RATIFICATION FOR FISCAL YEAR 1995 OF THE SELECTION OF
ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS, AND
(iii) IN THE EVENT OTHER BUSINESS IS PROPERLY PRESENTED AT THE ANNUAL
MEETING, IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXY HOLDERS.
<PAGE> 4
VOTING SECURITIES
On December 21, 1994, the Board of Directors established February 28,
1995, as the Shareholders' record date for the purpose of determining the
Shareholders entitled to notice of and to vote at the Annual Meeting. As
of February 28, 1995, there were 425,559 shares of the Company's no par
value Common Stock issued and outstanding ("Common Stock").
Each holder of Common Stock entitled to notice of and to vote at the
Annual Meeting will be entitled to one vote, in person or by Proxy, for
each share of Common Stock held of record on the books of the Company as
of the record date for the Annual Meeting on any matter submitted to the
vote of Shareholders, except that in connection with the election of
Directors, the shares are entitled to be voted cumulatively if a
candidate's or candidates' name(s) have been properly placed in nomination
prior to the voting and a Shareholder present at the Annual Meeting has
given notice of his or her intention to vote his or her shares
cumulatively. If a 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 him or her, or to distribute his or her votes on the same
principle between two or more nominees as he or she sees fit. The seven
(7) nominees for Director receiving the highest number of votes shall be
elected as described more fully herein.
The ratification of the appointment of Arthur Andersen LLP as the
Company's independent public accountants requires the affirmative vote of
at least a majority of the outstanding shares of the Company's Common
Stock represented in person or by proxy at the Annual Meeting of
Shareholders.
PRINCIPAL SECURITY HOLDERS
Other than Shirley W. Nelson and Thomas F. Louderback, Jr., the Company
knows of no person who owns of record or beneficially, either individually
or together with his or her associates, more than five per cent (5%) of
the outstanding Common Stock of the Company. The holdings of Shirley W.
Nelson and Thomas F. Louderback, Jr. are as follows:
<TABLE>
<CAPTION>
Amount and
Name and Nature of
Title of Address of Beneficial Percent of
Class Beneficial Owner Ownership Class
____________________________________________________________________________
<S> <C> <C> <C>
Common Stock Thomas F. Louderback, Jr. 26,547 6.24%
1233 21st Street
Oakland, CA 94607
Common Stock Shirley W. Nelson 77,290 17.09%
2969 Broadway
Oakland, CA 94611
</TABLE>
<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT
The following table set forth, as of February 28, 1995, the number of
shares of the Company's Common Stock which may be deemed to be
beneficially owned by each Director and Nominee, the Chief Executive
Officer and all Officers and Directors as a group and the percentage of
the outstanding Common Stock as owned:
<TABLE>
<CAPTION>
Amount and
Name Nature of Percent
Title of of Beneficial Beneficial of
Class Owner Ownership(1) Class
_______________________________________________________________________
<S> <C> <C> <C>
Common Stock Jerrald R. Goldman, M.D. 17,019 4.00%
Common Stock George H. Hollidge 18,152 (2) 4.26%
Common Stock Thomas F. Louderback, Jr. 26,547 (3) 6.24%
Common Stock Kikuo Nakahara 18,293 (4) 4.30%
Common Stock Shirley W. Nelson 77,290 (5) 17.09%
Common Stock Thomas H. State 0 .00%
Common Stock Barbara J. Williams 0 .00%
Common Stock All Officers,
Directors and
Nominees (9 persons) 164,041 35.83%
</TABLE>
1. Unless otherwise indicated, the named individual exercises sole voting
power over the shares listed.
2. Includes 572 shares held by Mr. Hollidge as custodian for his child.
3. This figure includes 2,750 shares held by the T. F. Louderback
Corporation's pension plan.
4. Includes 220 shares held by Mr. Nakahara as custodian for his
children.
5. The number of shares does not include all of the 47,250 shares subject
to options under the Company's 1982 Incentive Stock Option Plan (the "ISO
Plan") and the 1992 Employee and Consultant Stock Option Plan, exercisable
in 10 equal yearly installments beginning July 1, 1983, of which 26,570
shares are currently exercisable but have not yet been exercised. The
26,570 shares currently exercisable are included in the number of shares
beneficially owned.
<PAGE> 6
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Directors have fixed the exact number of Directors to serve until
the next Annual Meeting of Shareholders and until their successors are
elected and qualified at seven (7). Votes will be cast pursuant to the
enclosed Proxy in such a way as to effect the election of those seven
(7) nominees, or as many thereof as possible under applicable voting
rules. All but one (1) nominee have been Directors of the Company
since the last annual shareholders meeting. In the event that any of
the nominees should be unable to serve as Director, the Proxies
solicited hereby will be voted for the election of such substitute
nominee, if any, as shall be designated by the Board of Directors.
Management has no reason to believe that any nominee will become
unavailable to serve.
The following table sets forth the names of, and certain information
with respect to, the persons nominated by the Board of Directors for
election as Directors:
<TABLE>
<CAPTION>
Position Position
With With Director Term
Name Age Company Bank Since Expires
__________________________________________________________________________
<S> <C> <S> <S> <C> <C>
Jerrald R. Goldman, M.D. 56 Nominee Nominee N/A N/A
George H. Hollidge (2,3,4,5) 52 Director Director 1981(1) 1995
and and
Secretary Secretary
Thomas F. Louderback, Jr. (2) 62 Director Director 1981(1) 1995
Kikuo Nakahara (2,3,4,5) 62 Director Director 1981(1) 1995
and
Chief
Financial
Officer
Shirley W. Nelson (3,6) 53 Director, Director, 1982 1995
Chairman, Chairman
and Chief
Chief Executive
Executive Officer and
Officer President
Thomas H. State (2,3,4) 64 Director Director 1994 1995
Barbara J. Williams (2,5) 58 Director Director 1981(1) 1995
</TABLE>
(1) Includes service as Director for the period during which the Company was
in organization.
(2) Audit Committee member
(3) Loan Committee member
(4) Personnel Committee member
(5) Stock Option Committee member
(6) Ms. Nelson is an Ex Officio member of all committees except the Stock
Option Committee.
<PAGE> 7
BUSINESS EXPERIENCE
The following is a brief account of the business experience of the
nominees to the Board of Directors.
GEORGE H. HOLLIDGE has been President of Hollidge Transmission, Inc.,
Oakland, transmission specialists, since 1980. Prior to 1980, Mr.
Hollidge was a partner in Hollidge Hydramatic, transmission specialists.
JERRALD R. GOLDMAN, M. D. has been an orthopedic surgeon with offices in
Oakland since 1972. Dr. Goldman is on the staff of Summit Medical Center,
Oakland; Highland General Hospital, Oakland; John Muir Memorial Hospital,
Walnut Creek; and San Ramon Valley Medical Center, San Ramon. He is an
associate clinical professor in the Department of Orthopedics at the
University of California at San Francisco and attending staff at Highland
General Hospital. Dr. Goldman is also a member of the Board of Governors
of the Doctors' Company, an Inter-insurance Exchange, a professional
liability inter-insurance exchange doing business nationally. He is also
the past Chairman of the Board of Summit Bancshares, Inc from 1981 to
1989.
THOMAS F. LOUDERBACK, JR. has been President and sole shareholder of T.F.
Louderback, Inc., a corporation doing business as Bay Area Beverage
Company, a wholesale beverage distributor of Coors Beer, other malt
beverages, wine and mineral water for more than twenty-three years. Mr.
Louderback was formerly a Regional and National Sales and Marketing
Manager with National Brewing Company and a professional athlete.
KIKUO NAKAHARA has been Managing Director of IDS Tax and Business
Services, a division of IDS Financial Services Inc. since 1994. Prior to
this position he was a partner of Greene & Nakahara, an accounting firm
in Walnut Creek since 1993, and which merged with IDS Financial Services
Inc. in 1994. From 1978 to 1993 he was managing Director of Greene,
Nakahara and Lew Accountancy Corporation in Oakland. He is a corporate
member of Blue Shield and a speaker at continuing education courses
sponsored by the California Society of Certified Public Accountants.
SHIRLEY W. NELSON has been Chairman and Chief Executive Officer of the
Bank and the Company since July, 1989. Prior to this assignment she was
President and Chief Executive Officer of the Bank and the Company since
May, 1983
THOMAS H. STATE retired as the President and CEO of Peninsula Bank of
Commerce in 1994. He began his banking career with Bank of America in the
mid-1950s. From 1960 to 1973, he held various managerial positions with
Central Valley National Bank and First National Bank of San Jose. In
1973, he joined Alameda First National Bank as Vice President and Advanced
to Executive Vice President, and in 1980, he was recruited to serve as the
start-up President and CEO for Peninsula Bank of Commerce.
BARBARA J. WILLIAMS was a histology technologist for twenty-five years and
until 1980, owned a laboratory in the "Pill Hill" area of Oakland. Since
1980, Ms. Williams has been the sole proprietor of a company involved in
real estate rehabilitation and investment.
COMMITTEES
The Company has a Stock Option Committee ("Option Committee") and Summit
Bank, the wholly-owned subsidiary of Summit Bancshares, Inc, (the "Bank"),
has a Directors' Personnel Committee ("Personnel Committee") both of which
have responsibilities as described below relating to compensation of
directors and executive officers. During 1994 the members of the Option
Committee were George H. Hollidge, Martin C. Kauffman, Kikuo Nakahara and
Barbara J. Williams. The principal function of the Option Committee is
to administer the ISO Plan which was approved by the Shareholders of the
Company at the Special Shareholders' Meeting held December 15, 1982 as
well as the 1992 Employee and Consultant Stock Option Plan approved at the
annual meeting held April 21, 1992. The Option Committee met once in
1994.
<PAGE> 8
The Personnel Committee was formed in 1983 and its members during 1994
were George Hollidge, Martin C. Kauffman, Kikuo Nakahara, and Thomas H.
State. The Personnel Committee is responsible for establishing the method
and level of compensation of executive officers of the Bank. The
Personnel Committee also reviews the performance of executive officers as
well as all account officers. The Personnel Committee met four times in
1994.
The Company has a standing Audit Committee and during 1994 its members
were George H. Hollidge, Thomas F. Louderback, Kikuo Nakahara, Thomas H.
State, and Barbara Williams. The Audit Committee is charged with the
responsibility to recommend the selection of an independent public
accountant and to meet with the accountant to discuss the course and scope
of the Company's audit. The Audit Committee met three times in 1994.
The Company neither has nor during 1994 had a standing compensation
committee or any standing committee performing similar functions, other
than the Stock Option Committee and the Directors' Personnel Committee
discussed above.
The Company does not have a Nominating Committee. However, the Bylaws of
the Company, as set forth in the Notice accompanying this Proxy Statement,
provide a mechanism for Shareholder nomination of Directors.
The Company has a standing Loan Committee and during 1994 its members were
Shirley W. Nelson, George Hollidge, Kikuo Nakahara, Thomas State and in
addition Denise Dodini, the Senior Lending Officer for the Company's
subsidiary, Summit Bank. This committee has overall responsibility for
credit administration. The committee met 37 times during 1994.
There were eleven meetings of the Board of Directors of Summit Bancshares,
Inc. from January 1, 1994, to December 31, 1994. Each Director attended
at least 75% of the aggregate number of the Company's Directors' Meetings.
The Bank also held eleven meetings of the Board of Directors and all of
the Directors attended at least 75% of those meetings.
All of the Directors who serve on committees of the Board attended at
least 75% of the aggregate number of such committee meetings.
PREVIOUS MEETINGS
Persons holding 66.91% of the outstanding shares participated in the
May 17, 1994 Meeting of the Shareholders in person or by proxy. The
following items were approved at that meeting:
1. 4 nominees for Director were elected by a vote of 275,701, 2 nominees
were elected by a vote of 275,591, and one nominee was elected by a vote of
271,666 (98.4% of the shares participating in the 1994 meeting).
2. The selection of Arthur Andersen & Co. to audit the financial statements
of the Company for the fiscal year 1994 was approved by a vote of 272,951
shares (98.9% of the shares participating in the 1994 meeting).
<PAGE> 9
CERTAIN TRANSACTIONS
There have been no transactions since January 1, 1994, or presently proposed
to which the Company or the Bank is a party in which any director, officer,
nominee for director, 5% Shareholder, any relative or spouse of any such
person or any relative of such spouse who has the same home as any such person,
of the Company or the Bank, has or is to have a direct or indirect material
interest. Excluded are any transactions where:
A. The rate or charges involved in the transaction are determined by
competitive bids, or the transaction involved the rendering of service
as a common or contract carrier, or public utility, at rates or charges
fixed in conformity with law or governmental authority;
B. The transaction involves services as a bank depository of funds,
transfer agent, registrant, trustee under a trust indenture, or similar
services;
C. The amount involved in the transaction or series of similar
transactions, including all periodic installments in the case of any lease
or other agreement providing for periodic payments or installments, does
not exceed $60,000; or
D. The interest of the specified person arises solely from ownership of
securities of the registrant and the specified person receives no extra
or special benefit not shared on a prorated basis.
No director, officer, or nominee for director, or associate of such director,
nominee or officer of the Company or the Bank was indebted to the Company
or Bank during 1994 in an amount exceeding $60,000. Excluded are all amounts
due to any such person for purchases which in the opinion of management are
subject to usual trade terms, for ordinary travel and expense allowances
and for other transactions in the ordinary course of business. Excluded loans
include those made by the Bank to such persons pursuant to Federal Reserve
Regulation T and which in the opinion of management are made in the ordinary
course of business, on substantially the same terms, including interest rates
and collateral as those prevailing at the time for comparable transactions with
other persons and not involving more than a normal risk of collectibility or
presenting other unfavorable features.
LEGAL PROCEEDINGS
From time to time the Company is a party to claims and legal proceedings
arising in the ordinary course of business. Currently Company has no
outstanding suits brought against it.
<PAGE> 10
EXECUTIVE OFFICER COMPENSATION AND
DIRECTOR COMPENSATION FOR THE COMPANY AND THE BANK
No cash compensation was paid to or accrued for any person for serving as
an executive officer of the Company during 1994. Ms. Nelson is compensated
by the Bank. Directors' cash fees were paid during 1994 in the following
manner: $300.00 for each monthly Summit Bank Board meeting attended by each
of the seven Directors; and $400 for each Regular Loan Committee meeting up
to a maximum of $800.00 per month to any one Director. Total compensation
paid to the Directors for 1994 was $54,200
SUMMARY COMPENSATION TABLE
The following table summarizes compensation earned in 1994, 1993 and 1992
by the Chief Executive Officer. The four other most highly paid executive
officers are excluded as their total salaries and bonus did not exceed
$100,000 for 1994.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Awards
Other Annual Stock All other
Name and Salary Bonus Compensation Options Compensation
Principal Year ($) ($) ($) (1) Granted ($) (2)
Position
<S> <C> <C> <C> <C> <C> <C>
Shirley W. Nelson 1994 172,500 47,339 7,200 4,000 12,500
Chr. & CEO 1993 150,000 41,877 7,200 0 10,094
1992 150,000 41,350 7,200 0 10,068
</TABLE>
(1) Automobile allowance
(2) Employer contribution to 401(k) Profit Sharing Plan
The Bank entered into an employment agreement commencing January 1, 1990,
with Shirley W. Nelson, a director of the Company and the Bank, pursuant to
which Ms. Nelson serves as the Chairman and Chief Executive Officer of the
Bank. During the term of the agreement, Ms. Nelson will be paid an annual
salary of $150,000, subject to increases at the discretion of the Board of
Directors. The Board increased her annual salary to $172,500 effective
January 1, 1994 based on an annual compensation survey performed on behalf
of California Bankers Association by Deloitte & Touche LLP and in recognition
that Ms. Nelson's salary has not been adjusted since 1990. This
comparative study reviewed various levels of compensation for officers
and employees by bank asset size throughout the State of California.
In 1994, Ms. Nelson earned an additional incentive bonus of $45,000, which
is included in the above cash compensation figure. Ms. Nelson also receives use
of an automobile and a monthly auto allowance of $600.00. In addition, she
received $2,339 during 1994 in payment of the remainder of her bonus earned
in 1993. The deferred compensation amount identified in the above chart
represents Ms. Nelson's vested interest in the 1994 profit sharing contribution
made by the Company as outlined below under 401(K) Profit Sharing Plan.
Ms. Nelson is a participant in both the ISO Plan and the 1992 Employee and
Consultant Stock Option Plan, pursuant to which Ms. Nelson has has been granted
options to purchase an aggregate of 47,250 shares of Common Stock of the Company
at an average per share exercise price of $11.15 in 10 equal yearly
installments commencing July 1, 1983.
<PAGE> 11
STOCK OPTIONS
In 1994 the following stock options were issued:
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants
_________________________________
Potential Realization
Value at Assumed
Percent of Total Annual Rates of
Options Stock Price
Number of Granted to Exercise Price Appreciation for
Underlying Employees in or Base Price Option Term
Options Fiscal Year Expiration ______________________
Name Granted 1994 ($/sh) Date 5%($) 10% ($)
___________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Shirley W. Nelson 4,000 (1) 44.4% $17.75 8-17-04 44,640 113,120
</TABLE>
(1) The indicated options were granted on August 17, 1994 and vest at the
rate of 10% per annum. The options were granted under the 1992
Employee and Consultant Stock Option Plan.
1994 AGGREGATE OPTION EXERCISES AND DECEMBER 31, 1994 OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Shares Unexercised
Covered by In-the-Money
Unexercised Options at
Options at Dec. Dec. 31, 1994
31, 1994
Number of
Shares Value Exercisable/ Exercisable/
Acquired on Realized Unexercisable Unexercisable
Name Exercise ($) (1) (#) ($) (2)
_________________________________________________________________________________________
<S> <C> <C> <C> <C>
Shirley W. Nelson 13,200 98,647 23,245 / 24,005 245,465 / 210,639
</TABLE>
(1) Calculated as the market value of the Common Stock on the date of
exercise less the applicable price.
(2) Calculated as the difference between the market value of the Common
Stock on December 31, 1994 and the exercise price of the options.
Other than life and disability insurance policies purchased for all salaried
employees of the Bank, including the executive officers, the premiums of which
are paid by the Bank, there are no other long term incentive plans, pension,
or other employee benefit plans in existence or anticipated except the 1992
Plan discussed below, including profit sharing and group health and
hospitalization plans which discriminate in scope, terms or operation in favor
of officers or directors of the Company or the Bank.
<PAGE> 12
STOCK PERFORMANCE CHART
The graph below compares the cumulative total stockholders return on the
Company's Common Stock with the cumulative total return on the Standard &
Poor's 500 Index and the Montgomery Securities' Northern California Bank Proxy,
comprised of 15 Banks in Northern California (Footnote #1), for the five fiscal
years commencing December 31, 1989 and ending December 31, 1994, assuming an
investment of $100 and the reinvestment of any dividends.
The comparisons in the graph below are based upon historical data and are not
indicative of, nor intended to forecast, future performance of the Company's
Common Stock.
[Graph Appears Here]
Summit Bank Stock Price Performance Graph
The data points depicted on the graph are as follows:
<TABLE>
<CAPTION>
Base Fiscal Year Ended December 31,
Year 1990 1991 1992 1993 1994
____________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Summit Bank $100 $98 $110 $108 $114 $182
S&P Composite Index 100 93 118 123 132 130
Northern California Bank Proxy 100 88 95 95 113 112
</TABLE>
(1) TriCo Bancshares, Exchange Bank, Redwood Empire Bancorp, Saving Bank of
Mendocino, RCB Corp (River City), Union Bank, Sumitomo Bank of
California, The Pacific Bank, Westamerica, Civic BanCorp, California
Bancshares, Cupertino National Bank, University National Bank and Trust,
Silicon Valley Bancshares, and Pacific Capital Corp.
<PAGE> 13
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC
ACCOUNTANTS
The firm of Arthur Andersen LLP, independent public accountants, has audited
the books and records of the Bank since its organization in 1981. Audit
services performed by Arthur Andersen LLP consisted of examining financial
statements, preparing management letters, meetings with the Audit Committee of
the Board of Directors and consulting with the Bank on accounting matters.
Also, for the year ended December 31, 1994, Arthur Andersen LLP performed
non-audit services for the Bank. Such non-audit services consisted of tax
service, which included assistance in preparing and filing federal and state
income tax returns, consultation on tax planning matters and other
miscellaneous tax services.
The selection of an independent accounting firm to provide services for the Bank
is approved annually by the Bank's Board of Directors. The Board of Directors
desires to continue the services of Arthur Andersen LLP, and hire them as the
independent accounting firm for the Bank and for the Company during the current
fiscal year.
Accordingly, Shareholders are being asked to act upon a proposal to ratify the
Board of Director's selection of Arthur Andersen LLP as the principal
independent accounting firm to audit the books and records of the Bank and the
Company and to perform other appropriate services during the current fiscal
year. If the Shareholders do not approve such proposal, the Board of Directors
will reconsider its action with respect to the selection of an independent
accounting firm. Arthur Andersen LLP has advised the Bank that one or more of
its representatives will be present at the Annual Meeting of Shareholders to
make a statement if they so desire and to respond to appropriate questions.
ANNUAL REPORT TO SHAREHOLDERS
The Annual Report to Shareholders, including financial statements for the year
ended December 31, 1994, is provided to you herewith. If any Shareholder should
wish an additional copy of the Annual Report or a copy of the Company's Report
on Form 10-K to the Securities and Exchange Commission he or she should contact
Ms. Shirley W. Nelson at Summit Bancshares, Inc., 2969 Broadway, Oakland,
California, 94611 (Telephone: 510 839-8800). Copies will be provided free of
charge.
PROPOSALS BY SHAREHOLDERS
In accordance with the rules of the Securities and Exchange Commission,
Shareholders of the Company may present proposals to the Company, subject to the
certain limitations, for inclusions in the Company's Proxy Statements to be
prepared in connection with its next regular Annual Meeting of Shareholders in
April, 1996. Proposals must be received by January 1, 1996, to be considered
for inclusion in the Proxy Statement.
OTHER BUSINESS
If any other matters come before this meeting, not referred to in the enclosed
proxy, including matters incident to the conduct of the meeting, the proxy
holders will vote the shares represented by the proxies in accordance with
their best judgment. Management is not aware of any other business to come
before their meeting, and as of the date of the preparation of this Proxy
Statement, no Shareholder has submitted to management any proposals to be
acted upon at the meeting.
Dated: March 22, 1995
By Order of the Board of Directors
GEORGE H. HOLLIDGE, Secretary
<PAGE> 14
PROXY
Proxy for Annual Meeting of Shareholders, April 19, 1995
Only Shareholders of record as of the close of business on February 28, 1995,
are entitled to notice of and to vote at the Annual Shareholders meeting
The undersigned hereby appoints Shirley W. Nelson and George H. Hollidge and
either of them, proxies for the undersigned, with full power of substitution, to
represent the undersigned and to vote all of the shares of the Common Stock of
Summit Bancshares, Inc. (the "Company") which the undersigned is entitled to
vote at the Annual Meeting of Shareholders of the Company to be held on April
19, 1995 and at any and all adjournments thereof.
1. Directors, Nominees: Jerald R. Goldman, MD, George H. Hollidge, Thomas F.
Louderback, Jr., Kikuo Nakahara, Shirley W. Nelson, Thomas H. State and
Barbara J. Williams. ___ FOR ALL nominees listed above; except vote withheld
from the following nominees, if any:
____________________________________________________________________________
__ WITHHOLD AUTHORITY to vote for all nominees above.
2. Proposal to approve the appointment of Arthur Andersen LLP as public
auditors for the calendar year 1995.
___ FOR ___ AGAINST ___ABSTAIN
3. In their discretion, on such other matters as may properly come before the
meeting.
(Continued and to be signed on the reverse side)
(Continued from reverse side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS the members of
which have an interest in certain of the matters to be voted on at the meeting.
This proxy will be voted as directed here; HOWEVER, IF NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, AND 3.
---
Dated:_____________________________________________
_____________________________________________
(Signature of Shareholder)
_____________________________________________
(Print Name)
_____________________________________________
(Signature of Shareholder)
_____________________________________________
(Print Name)
Adress:____________________________________________
_____________________________________________
Telephone: (___)___________________________________
Where stock is registered jointly in the name of two or more persons, All should
sign. Please sign, date and return promptly in the enclosed envelope. No
postage need be affixed if mailed in the United States.
