<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
SUMMIT BANCSHARES, INC.
(Name of the Issuer)
SUMMIT BANCSHARES, INC.
(Name of Person(s) Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
86601010
(CUSIP Number of Class of Securities)
Shirley W. Nelson with copies to:
President and Chief Executive Officer Herbert H. Davis III, Esq.
Summit Bancshares, Inc. Rothgerber, Appel, Powers & Johnson LLP
2969 Broadway Suite 3000
P.O. Box 898 1200 17th Street
Oakland, CA 94604 Denver, CO 80202
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
/ / a. The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
/ / b. The filing of a registration statement under the Securities Act of
1933.
/ / c. A tender offer.
/X/ d. None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: / /
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
(a) Summit Bancshares, Inc. (the "Company") is a one-bank holding company
registered under the Bank Holding Company Act of 1956, as amended, with
principle executive offices located at 2969 Broadway, Oakland, California 94611.
(b) The Company proposes to repurchase such of its shares of common stock,
no par value ("Common Stock") as become available for sale in the open market
from time to time. The repurchase will in all likelihood eventually result in
the number of shareholders of the Company decreasing to below 300, thereby
enabling the Company to deregister as a reporting company under the Securities
Exchange Act of 1934 (the "Exchange Act").
As of September 30, 1997, there were 435,565 shares of Common Stock
outstanding, held of record by 318 shareholders.
(c)-(d) The Common Stock is not listed on any exchange and there is
currently no established trading market for it. The Common Stock is publicly
traded in limited and infrequent negotiated transactions in the
"over-the-counter" market. The following table sets forth the semi-annual
cash dividends paid by the Company, and the range of high and low bids for
the Common Stock for each quarterly period during the past two years,
according to information made available to the Company by Hoefer & Arnett,
Inc., 100 Pine St., Suite 470, San Francisco, CA 94111, a market-maker.
These prices reflect retail mark-up and may not represent actual
transactions.
TABLE 1(a)--DIVIDENDS AND BID PRICES FOR COMMON STOCK
Dividends
High Low Declared
---- --- ---------
1997
----
First Quarter $33 3/4 $32 3/4 $ ---
Second Quarter 37 1/2 33 1/8 0.75
Third Quarter 42 37 ---
-------
Total Dividend $ 0.75
1996
----
First Quarter $28 1/8 $26 1/4 $ ---
Second Quarter 29 1/2 28 0.75
Third Quarter 34 1/4 29 1/2 ---
Fourth Quarter 32 3/4 32 1/2 0.75
-------
Total Dividend $ 1.50
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1995
----
First Quarter $22 3/4 $21 1/4 $ ---
Second Quarter 21 3/4 21 3/4 0.25
Third Quarter 25 1/4 22 3/4 ---
Fourth Quarter 26 26 1.25
-------
Total Dividend $ 1.50
The current policy of the Company is to continue to pay semi-annual cash
dividends out of readily available funds over and above those funds needed for
future development. Payment of cash dividends by the Company is dependent upon
payment of dividends to the Company by its wholly-owned subsidiary, Summit Bank
(the "Bank"). Under California law, the Bank may pay cash dividends only to the
extent of the lesser of its retained earnings or its undistributed net income
for the preceding three fiscal years. In the event that the Bank does not have
retained earnings or net income for the preceding three fiscal years, it may
declare dividends only with the prior approval of the California Superintendent
of Banks.
(e) The Company has made no underwritten public offering of its
securities, including its Common Stock, during the past three years.
(f) The following table sets forth purchases of Common Stock made by the
Company in each quarterly period over the preceding two fiscal years and the
current quarter up to the date of this Statement, including the range of prices
and average price paid by the Company during such periods.
TABLE 1(b)--PURCHASES OF COMMON STOCK
Prices Paid
Shares -----------------------------
Purchased High Low Average(1)
--------- ---- --- ----------
1997
----
First Quarter 3,985 $32.75 $32.25 $32.39
Second Quarter 1,549 33.00 33.00 33.00
Third Quarter 1,110 37.00 36.50 36.75
Fourth Quarter(2) 0 --- --- ---
1996
----
First Quarter --- --- --- ---
Second Quarter 1,250 29.50 27.75 29.15
Third Quarter --- --- --- ---
Fourth Quarter 500 32.50 32.50 32.50
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1995
----
First Quarter 2,036 22.00 21.00 21.95
Second Quarter 1,190 22.00 21.00 21.63
Third Quarter --- --- --- ---
Fourth Quarter --- --- --- ---
(1) Weighted average based on total amounts paid for common stock divided
by number of shares purchased.
(2) Up to and including December 1, 1997.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(d) This Transaction Statement is being filed by the Company. The
following table sets forth the directors and executive officers of the Company.
TABLE 2--EXECUTIVE OFFICERS AND DIRECTORS
Position with
Name the Company Business Address
- ---- ----------- ----------------
Shirley W. Nelson Director, Chairman and P.O. Box 898
Chief Executive Officer Oakland, CA 94604
C. Michael Ziemann Vice President P.O. Box 898
Oakland, CA 94604
Kikuo Nakahara Director and Chief American Express
Financial Officer Tax and Business Service Inc.
1333 No. California Blvd.
Walnut Creek, CA 94596
Jerrald R. Goldman Director Webster Orthopedic
3300 Webster St., Suite 1200
Oakland, CA 94609
George H. Hollidge Director and Secretary Hollidge Transmission
2943 Broadway
Oakland, CA 94611
Thomas H. State Director P.O Box 898
Oakland, CA 94604
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Mary C. Warren Director 95 Kimberlin Heights Dr.
Oakland, CA 94619
Barbara T. Williams Director One Kelton Court #6D
Oakland, CA 94611
The following is a brief description of the occupations and business
experience of the above listed persons:
SHIRLEY W. NELSON has been Chairman and Chief Executive Officer of the
Company and the Bank since 1989, prior to which she served as President of the
Company and the Bank from 1983.
C. MICHAEL ZIEMANN joined the Bank in 1985 as manager of the Walnut Creek
branch, and has been President and Chief Operating Officer of the Bank since
January 1, 1996. Mr. Ziemann has also served in various positions with the
Bank, including Chief Administrative Officer, Chief Financial Officer and
Cashier. Mr. Ziemann was appointed Vice President of the Company on April 24,
1997
KIKUO NAKAHARA has been Chief Financial Officer of the Company since 1981,
and a Director of the Company and the Bank since 1981. Mr. Nakahara is a
Certified Public Accountant, and is Managing Director of IDS Tax and Business
Services, a division of IDS Financial Services, Inc., prior to which he was a
partner in Greene & Nakahara, an accounting firm merged into IDS in 1994.
JERRALD R. GOLDMAN, M.D. is an orthopedic surgeon with offices in Oakland,
and is on the staff of Summit Medical Center, Oakland; Highland General
Hospital, Oakland; John Muir Center, Walnut Creek; and San Ramon Valley Medical
Center, San Ramon. Dr. Goldman 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, a professional liability,
inter-insurance exchange. He has served as a Director of the Company and the
Bank from 1981 to 1990 and from 1995 to present, and served as Chairman of the
Company from 1981 to 1989.
GEORGE H. HOLLIDGE has been Secretary of the Company and the Bank since
1981, and a Director since the Company's organization in 1981. Mr. Hollidge has
been President of Hollidge Transmissions, Inc., transmission specialists located
in Oakland, since 1980.
THOMAS H. STATE has been a Director of the Company and the Bank since 1994.
Prior to his retirement from business in 1994, Mr. State had over forty years'
experience in the banking industry, and from 1980 to 1994 served as President
and CEO of Peninsula Bank of Commerce.
MARY C. WARREN has been a Director of the Company and the Bank since 1996.
Ms. Warren is the owner of Warren & Associates, Oakland, a government relations
consulting firm.
BARBARA J. WILLIAMS has been a Director of the Company and the Bank since
1981. Ms. Williams is the sole proprietor of a real estate investment and
rehabilitation concern.
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(e) and (f) None.
(g) Each person listed in Table 2 is a citizen of the United States.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a) Not applicable.
(b) Not applicable.
ITEM 4. TERMS OF THE TRANSACTION
(a) and (b) The Company will repurchase shares of its Common Stock from
time to time in the open market in such amounts, at such prices and at such
times as the Company, in its sole discretion, deems advisable and as such shares
become available, up to an estimated total of 3,600 shares. These transactions
will be conducted with and through a market-maker, and the Company has no
agreement or other arrangement with any shareholder whereby that shareholder
will receive any preferential price or other treatment in conjunction therewith.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER
(a)-(g) The Company believes that it is reasonably likely that the
repurchase of its Common Stock will eventually cause the number of shareholders
of Common Stock to fall below 300. As a result, the Common Stock will become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act. In such event, the Company intends to effect the termination of
registration of the Common Stock by filing Form 15 with the Commission, and to
cease filing its periodic reports with the Commission under Section 13(a) of the
Exchange Act.
The Company does not currently have any plan or proposal to engage in any
transaction outside of the ordinary course of its business (including any
merger, reorganization or sale of a material amount of its assets), or to change
its management, dividend policy or corporate structure or business, in
connection with the repurchase of its Common Stock.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a)-(d) The Company anticipates spending approximately $158,400 to
repurchase shares of its Common Stock. In addition, the Company estimates that
it will incur the following expenses in connection with the repurchase:
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TABLE 6--EXPENSES
Expenses Estimated Amount
-------- ----------------
Accounting and Legal $ 10,000
Printing/Mailing 3,000
Miscellaneous 1,000
----------------
Total 14,000
The Company will be responsible for paying all such expenses. The Company
expects to use readily available corporate funds to effect its repurchases and
to pay the above expenses, and does not anticipate borrowing any of said
amounts.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a)-(d) The Board of Directors on August 20, 1997, unanimously
reaffirmed its prior practice of repurchasing shares of the Company's common
stock from time to time on the open market as such shares become available.
Since 1989, the Company has used a portion of its excess capital to
repurchase shares of the Company's common stock when, in the discretion of
the Board of Directors, such purchase would be a sound investment of Company
capital. Additionally, the Company's practice of repurchasing its shares has
had a purpose and the possible effect of enhancing or maintaining the market
for the Company's common stock to shareholders desiring to sell common stock
of the Company. In accordance with its prior practice and in its normal
course of business, the Company currently intends to continue to repurchase
its shares from time to time in the open market as such shares become
available, in such amounts, at such prices and at such times as the Company,
in its sole discretion, deems advisable. Alternatives to the Company's
practice of using a portion of its excess capital to purchase its shares
include allowing an accumulation of the Company's excess capital or investing
its excess capital exclusively in assets other than common stock of the
Company.
Through the policy of repurchasing shares on the "over-the-counter" market,
as well as through the process of shareholders re-registering Company shares in
street name, the shareholder base of the Company has been diminishing. The
effects of these policies will in all likelihood eventually result in the number
of shareholders of the Company decreasing below 300, thereby enabling the
Company to deregister as a reporting company under the Exchange Act.
Termination of registration of the shares under the Exchange Act would cause the
Company to no longer be subject to the reporting obligations thereunder, and
would reduce the information required to be furnished by the Company to the
holders of its shares, enabling the Company to reduce its annual
administrative expenses in connection with servicing the accounts of
shareholders.
The Company's purchase of shares pursuant to the policy announced herein
will reduce the number of holders of shares and the number of shares that might
otherwise trade publicly, and depending upon the number of shares so purchased,
could adversely affect the liquidity and market value of the remaining shares
held by the public or result in the shares no longer being eligible for listing
on the Nasdaq Bulletin Board. The extent of the public market for the shares and
the availability of such quotations would, however, depend upon such factors as
the number of shareholders remaining at such time, the interest in maintaining a
market in the shares on the part of the Company and securities firms, the
possible termination of registration under the Exchange Act, as well as other
factors. In the event that the repurchase policy leads to the termination of
registration under the Exchange Act, the Company intends to take the necessary
steps that will permit its shares to continue to be quoted regardless of their
deregistration to the extent possible. There is no assurance that the
Company's shares will be quoted in the future or that there will be a liquid
market for such shares.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a)-(b) The Company reasonably believes that the practice of repurchasing
shares is fair to the holders of the shares because the practice is directed
towards shareholders who have already decided to sell their shares. The
Company's practice enables such shareholders to sell shares to the Company in
market negotiated transactions in such instances where the negotiated price
is deemed by the Company, in its sole discretion, to be a sound investment of
Company capital. The Company believes that this process is fair as it is
based upon a market established price and transactions are with shareholders
who desire to sell their shares at the negotiated price. The basis of the
fairness belief is grounded in the assumption that a shareholder of Company
common stock will receive a fair price for that stock when a negotiated
transaction is completed on the market between a seller who is willing, but
not obligated, to sell Company stock and a buyer who is willing, but not
obligated, to buy Company stock. This basis is grounded in the nature of
market forces and general economic principles and does not allow for a
detailed discussion of such factors. As such, the Company did not find it
practicable to, and did not, quantify or otherwise assign relative weights to
the aforementioned reasons it believes that the policy is fair to
shareholders.
(c) The transaction is not structured so that approval of at least a
majority of unaffiliated shareholders is required.
(d) A majority of the directors who are not employees of the Company have
not retained an unaffiliated representative to act solely on behalf of
unaffiliated shareholders for the purpose of negotiating the terms of the
transaction.
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(e) The Company's Board of Directors has unanimously approved the share
repurchase policy described herein.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a)-(c) The Company has received no report, opinion or appraisal from any
outside party relating to its repurchase of the Common Stock.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a) With respect to the class of security to which the Rule 13e-3
transaction relates, the following table summarizes the aggregate amount and
percentage of securities owned as of September 30, 1997 for the necessary
parties:
TABLE 10--BENEFICIAL OWNERSHIP OF COMMON STOCK
Amount and
Nature of
Beneficial Percent
Name of Beneficial Owner Ownership(1) of Class
------------------------ ------------ --------
Jerrald R. Goldman, M.D. 13,470 3.09%
George H. Hollidge 18,152(2) 4.17%
Kikuo Nakahara 18,293(3) 4.20%
Shirley W. Nelson 88,178(4) 19.28%
Thomas H. State 300 0.07%
Mary C. Warren 0 0.00%
Barbara J. Williams 0 0.00%
C. Michael Ziemann 5,153(5) 1.17%
All Officers, Directors and
Nominees (9 persons) 143,546 31.22%
(1) Unless otherwise indicated, the named individual exercises sole voting
power over the shares listed.
(2) Include 572 shares held by Mr. Hollidge as custodian for his child,
and 17,580 shares which were transferred into the Marie J. McKechnie
Trust, a revocable Trust.
(3) Include 220 shares held by Mr. Nakahara as custodian for his children.
(4) The number of shares does not include all of the 30,000 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 20,208 shares are currently exercisable
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but have not yet been exercised. The 20,208 shares currently
exercisable are included in the number of shares beneficially owned.
(5) The number of shares does not include all of the 6,945 shares subject
to options under the ISO Plan and the 1992 Employee and Consultant
Stock Option Plan, exercisable in 10 equal yearly installments
beginning July 1, 1983, of which 4,053 shares are currently
exercisable but have not yet been exercised. The 4,053 shares
currently exercisable are included in the number of shares
beneficially owned.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES
There are no contracts, arrangements, understandings or relationships
between the Company and the executive officers and/or directors of the Company
in connection with the Company's repurchase of its Common Stock.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION
(a) To the Company's knowledge, after making inquiry to such persons, none
of the executive officers or directors of the Company have a present intention
to sell any of their shares of Common Stock to the Company.
(b) On August 20, 1997 the Company's Board of Directors unanimously
reaffirmed its share repurchase policy.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a) No appraisal rights will accrue to shareholders of the Company under
California law as a result of the repurchase of its Common Stock, and no such
rights will be accorded to shareholders by the Company.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION
(a) The following information contained in previous filings by the Company
with the Commission is incorporated by this reference into this Statement in
response to this item:
(1) The Company's audited financial statements included with the
Company's Annual Reports on Form 10-K for each of the fiscal years
ended December 31, 1995
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and 1996, respectively, are contained in previous filings by the
Company with the Commission and is incorporated by this reference into
this Statement in response to this item.
(2) The Company's unaudited balance sheets and comparative
year-to-year income statements and statements of changes in financial
position included in the Company's Quarterly Report on Form 10-Q for
the quarters ended March 31, 1997, June 30, 1997 and September 30,
1997 are contained in previous filings by the Company with the
Commission and are incorporated by this reference into this Statement
in response to this item.
(3) Not applicable.
(4) The book values per share as of December 31, 1997 and September
30, 1997 were $27.56 and $29.21, respectively.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) Not applicable.
(b) Not applicable.
ITEM 16. ADDITIONAL INFORMATION
None.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Letter to Shareholders and Shareholder Disclosure Statement
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amendment is true, complete and correct.
January 28, 1998
----------------------------------
(Date)
/s/ C. Michael Ziemann
----------------------------------
(Signature)
C. Michael Ziemann, Vice President
----------------------------------
(Name and Title)
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EXHIBIT A
SUMMIT BANCSHARES, INC.
SHAREHOLDER DISCLOSURE STATEMENT
SUMMARY OF INFORMATION CONTAINED IN THAT CERTAIN
AMENDMENT TO SCHEDULE 13-E3 TRANSACTION STATEMENT
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JANUARY 28, 1998
Summit Bancshares, Inc., a California corporation (the "Company") has
recently reaffirmed its current policy of repurchasing shares of its no par
value common stock ("Common Stock") in the open market as such shares become
available, and at such prices and amounts as the Company deems advisable. This
practice will most likely result in its shares eventually being held by fewer
than 300 persons, in which case the shares would be eligible for deregistration
with the Securities and Exchange Commission.
In connection with the implementation of this policy and at the request
of the Securities and Exchange Commission (the "Commission"), the Company
filed an Amendment to the Schedule 13E-3 Transaction Statement with
Commission on January 28, 1998. The information contained herein is being
provided to shareholders of the Company pursuant the provisions of Rule
13e-3(e), as promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS
OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
<PAGE>
SPECIAL FACTORS
1. PURPOSE, REASONS AND EFFECTS OF THE POLICY
The Board of Directors on August 20, 1997, unanimously reaffirmed its
prior practice of repurchasing shares of the Company's common stock from time
to time on the open market as such shares become available. Since 1989, the
Company has used a portion of its excess capital to repurchase shares of the
Company's common stock when, in the discretion of the Board of Directors,
such purchase would be a sound investment of Company capital. Additionally,
the Company's practice of repurchasing its shares has had a purpose and the
possible effect of enhancing or maintaining the market for the Company's
common stock to shareholders desiring to sell common stock of the Company. In
accordance with its prior practice and in its normal course of business, the
Company currently intends to continue to repurchase its shares from time to
time in the open market as such shares become available, in such amounts, at
such prices and at such times as the Company, in its sole discretion, deems
advisable. Alternatives to the Company's practice of using a portion of its
excess capital to purchase its shares include allowing an accumulation of the
Company's excess capital or investing its excess capital exclusively in
assets other than common stock of the Company.
Through the policy of repurchasing shares on the "over-the-counter"
market, as well as through the process of shareholders re-registering Company
shares in street name, the shareholder base of the Company has been
diminishing. The effects of these policies will in all likelihood eventually
result in the number of shareholders of the Company decreasing below 300,
thereby enabling the Company to deregister as a reporting company under the
Exchange Act. Termination of registration of the shares under the Exchange
Act would cause the Company to no longer be subject to the reporting
obligations thereunder, and would reduce the information required to be
furnished by the Company to the holders of its shares enabling the Company
to reduce its annual administrative expenses in connection with servicing the
accounts of shareholders.
The Company's purchase of shares pursuant to the policy announced herein
will reduce the number of holders of shares and the number of shares that might
otherwise trade publicly, and depending upon the number of shares so purchased,
could adversely affect the liquidity and market value of the remaining shares
held by the public or result in the shares no longer being eligible for listing
on the Nasdaq Bulletin Board. The extent of the public market for the shares
and the availability of such quotations would, however, depend upon such factors
as the number of shareholders remaining at such time, the interest in
maintaining a market in the shares on the part of the Company and securities
firms, the possible termination of registration under the Exchange Act, as well
as other factors. In the event that the repurchase policy leads to the
termination of registration under the Exchange Act, the Company intends to take
the necessary steps that will permit its shares to continue to be quoted
regardless of their deregistration to the extent possible. There is no
assurance that the Company's shares will be quoted in the future or that
there will be a liquid market for such shares.
2. FAIRNESS OF THE TRANSACTION
The Company reasonably believes that the practice of repurchasing shares
is fair to the holders of the shares because the practice is directed towards
shareholders who have already decided to sell their shares. The Company's
practice enables such shareholders to sell shares to the Company in market
negotiated transactions in such instances where the negotiated price is
deemed by the Company, in its sole discretion, to be a sound investment of
Company capital. The Company believes that this process is fair as it is
based upon a market established price and transactions are with shareholders
who desire to sell their shares at the negotiated price. The basis of the
fairness belief is grounded in the assumption that a shareholder of Company
common stock will receive a fair price for that stock when a negotiated
transaction is completed on the market between a seller who is willing, but
not obligated, to sell Company stock and a buyer who is willing, but not
obligated, to buy Company stock. This basis is grounded in the nature of
market forces and general economic principles and does not allow for a
detailed discussion of such factors. As such, the Company did not find it
practicable to, and did not, quantify or otherwise assign relative weights to
the aforementioned reasons it believes that the policy is fair to
shareholders.
The Company's Board of Directors has unanimously approved the share
repurchase policy described herein. The transaction is not structured so that
approval of at least a majority of unaffiliated shareholders is required, and a
majority of the directors who are not employees of the Company have not retained
an unaffiliated representative to act solely on behalf of unaffiliated
shareholders for the purpose of negotiating the terms of the transaction.
3
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3. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
The Company has received no report, opinion or appraisal from any outside
party relating to its repurchase of the Common Stock.
OTHER INFORMATION
4. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
Summit Bancshares, Inc. (the "Company") is a one-bank holding company
registered under the Bank Holding Company Act of 1956, as amended, with
principle executive offices located at 2969 Broadway, Oakland, California 94611.
The Company proposes to continue to repurchase such of its shares of common
stock, no par value ("Common Stock") as become available for sale in the open
market from time to time. The continued repurchase plan will in all likelihood
eventually result in the number of shareholders of the Company decreasing to
below 300, thereby enabling the Company to deregister as a reporting company
under the Securities Exchange Act of 1934 (the "Exchange Act").
As of September 30, 1997, there were 435,565 shares of Common Stock
outstanding, held of record by 318 shareholders.
The Common Stock is not listed on any exchange and there is currently no
established trading market for it. The Common Stock is publicly traded in
limited and infrequent negotiated transactions in the "over-the-counter"
market. The following table sets forth the semi-annual cash dividends paid by
the Company, and the range of high and low bids for the Common Stock for each
quarterly period during the past two years, according to information made
available to the Company by Hoefer & Arnett, Inc., 100 Pine St., Suite 470,
San Francisco, CA 94111, a market-maker. These prices
reflect retail mark-up and may not represent actual transactions.
DIVIDENDS AND BID PRICES FOR COMMON STOCK
Dividends
High Low Declared
---- --- --------
1997
----
First Quarter $33 3/4 $32 3/4 $ ---
Second Quarter 37 1/2 33 1/8 0.75
Third Quarter 42 37 ---
-------
Total Dividend $0.75
4
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1996
----
First Quarter $28 1/8 $26 1/4 $ ---
Second Quarter 29 1/2 28 0.75
Third Quarter 34 1/2 29 1/2 ---
Fourth Quarter 32 3/4 32 1/2 0.75
-------
Total Dividend $ 1.50
1995
----
First Quarter $22 3/4 $21 1/4 $ ---
Second Quarter 21 3/4 21 3/4 0.25
Third Quarter 25 1/4 22 3/4 ---
Fourth Quarter 26 26 1.25
-------
Total Dividend $ 1.50
The current policy of the Company is to continue to pay semi-annual cash
dividends out of readily available funds over and above those funds needed for
future development. Payment of cash dividends by the Company is dependent upon
payment of dividends to the Company by its wholly-owned subsidiary, Summit Bank
(the "Bank"). Under California law, the Bank may pay cash dividends only to the
extent of the lesser of its retained earnings or its undistributed net income
for the preceding three fiscal years. In the event that the Bank does not have
retained earnings or net income for the preceding three fiscal years, it may
declare dividends only with the prior approval of the California Superintendent
of Banks.
The following table sets forth purchases of Common Stock made by the
Company in each quarterly period over the preceding two fiscal years and the
current quarter up to the date of this Statement, including the range of prices
and average price paid by the Company during such periods.
PURCHASES OF COMMON STOCK
Prices Paid
Shares ------------------------------
Purchased High Low Average(1)
--------- ---- --- ----------
1997
----
First Quarter 3,985 $32.75 $32.25 $32.39
Second Quarter 1,549 33.00 33.00 33.00
Third Quarter 1,110 37.00 36.50 36.75
Fourth Quarter(2) 0 --- --- ---
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1996
----
First Quarter --- --- --- ---
Second Quarter 1,250 29.50 27.75 29.15
Third Quarter --- --- --- ---
Fourth Quarter 500 32.50 32.50 32.50
1995
----
First Quarter 2,036 22.00 21.00 21.95
Second Quarter 1,190 22.00 21.00 21.63
Third Quarter --- --- --- ---
Fourth Quarter --- --- --- ---
(1) Weighted average based on total amounts paid for common stock divided
by number of shares purchased.
(2) Up to and including December 1, 1997.
5. IDENTITY AND BACKGROUND
The Schedule 13E-3 Transaction Statement was filed by the Company on
December 1, 1997. The following table sets forth the directors and executive
officers of the Company.
EXECUTIVE OFFICERS AND DIRECTORS
Position with
Name the Company Business Address
- ---- ----------- ----------------
Shirley W. Nelson Director, Chairman and P.O. Box 898
Chief Executive Officer Oakland, CA 94604
C. Michael Ziemann Vice President P.O. Box 898
Oakland, CA 94604
Kikuo Nakahara Director and Chief American Express
Financial Officer Tax and Business Service Inc.
1333 No. California Blvd.
Walnut Creek, CA 94596
Jerrald R. Goldman Director Webster Orthopedic
3300 Webster St., Suite 1200
Oakland, CA 94609
George H. Hollidge Director and Secretary Hollidge Transmission
2943 Broadway
Oakland, CA 94611
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Thomas H. State Director P.O Box 898
Oakland, CA 94604
Mary C. Warren Director 95 Kimberlin Heights Dr.
Oakland, CA 94619
Barbara T. Williams Director One Kelton Court #6D
Oakland, CA 94611
The following is a brief description of the occupations and business
experience of the above listed persons:
SHIRLEY W. NELSON has been Chairman and Chief Executive Officer of the
Company and the Bank since 1989, prior to which she served as President of the
Company and the Bank from 1983.
C. MICHAEL ZIEMANN joined the Bank in 1985 as manager of the Walnut Creek
branch, and has been President and Chief Operating Officer of the Bank since
January 1, 1996. Mr. Ziemann has also served in various positions with the
Bank, including Chief Administrative Officer, Chief Financial Officer and
Cashier. Mr. Ziemann was appointed Vice President of the Company on April 24,
1997
KIKUO NAKAHARA has been Chief Financial Officer of the Company since 1981,
and a Director of the Company and the Bank since 1981. Mr. Nakahara is a
Certified Public Accountant, and is Managing Director of IDS Tax and Business
Services, a division of IDS Financial Services, Inc., prior to which he was a
partner in Greene & Nakahara, an accounting firm merged into IDS in 1994.
JERRALD R. GOLDMAN, M.D. is an orthopedic surgeon with offices in Oakland,
and is on the staff of Summit Medical Center, Oakland; Highland General
Hospital, Oakland; John Muir Center, Walnut Creek; and San Ramon Valley Medical
Center, San Ramon. Dr. Goldman 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, a professional liability, inter-
insurance exchange. He has served as a Director of the Company and the Bank
from 1981 to 1990 and from 1995 to present, and served as Chairman of the
Company from 1981 to 1989.
GEORGE H. HOLLIDGE has been Secretary of the Company and the Bank since
1981, and a Director since the Company's organization in 1981. Mr. Hollidge has
been President of Hollidge Transmissions, Inc., transmission specialists located
in Oakland, since 1980.
THOMAS H. STATE has been a Director of the Company and the Bank since 1994.
Prior to his retirement from business in 1994, Mr. State had over forty years'
experience in the banking industry, and from 1980 to 1994 served as President
and CEO of Peninsula Bank of Commerce.
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MARY C. WARREN has been a Director of the Company and the Bank since 1996.
Ms. Warren is the owner of Warren & Associates, Oakland, a government relations
consulting firm.
BARBARA J. WILLIAMS has been a Director of the Company and the Bank since
1981. Ms. Williams is the sole proprietor of a real estate investment and
rehabilitation concern.
6. TERMS OF THE TRANSACTION
The Company will repurchase shares of its Common Stock from time to time in
the open market in such amounts, at such prices and at such times as the
Company, in its sole discretion, deems advisable and as such shares become
available, up to an estimated total of 3,600 shares. These transactions will
be conducted with and through a market-maker, and the Company has no agreement
or other arrangement with any shareholder whereby that shareholder will receive
any preferential price or other treatment in conjunction therewith.
7. PLANS OR PROPOSALS OF THE ISSUER
The Company believes that it is reasonably likely that the repurchase of
its Common Stock will eventually cause the number of shareholders of Common
Stock to fall below 300. As a result, the Common Stock will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act.
In such event, the Company intends to effect the termination of registration of
the Common Stock by filing Form 15 with the Commission, and to cease filing its
periodic reports with the Commission under Section 13(a) of the Exchange Act.
The Company does not currently have any plan or proposal to engage in any
transaction outside of the ordinary course of its business (including any
merger, reorganization or sale of a material amount of its assets), or to change
its management, dividend policy or corporate structure or business, in
connection with the repurchase of its Common Stock.
8. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
The Company anticipates spending approximately $158,400 to repurchase
shares of its Common Stock. In addition, the Company estimates that it will
incur the following expenses in connection with the repurchase:
EXPENSES
Expenses Estimated Amount
-------- ----------------
Accounting and Legal $ 10,000
Printing/Mailing 3,000
Miscellaneous 1,000
----------------
Total 14,000
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The Company will be responsible for paying all such expenses. The Company
expects to use readily available corporate funds to effect its repurchases and
to pay the above expenses, and does not anticipate borrowing any of said
amounts.
9. INTEREST IN SECURITIES OF THE ISSUER
With respect to the class of security to which the Rule 13e-3 transaction
relates, the following table summarizes the aggregate amount and percentage of
securities owned as of September 30, 1997 for the necessary parties:
BENEFICIAL OWNERSHIP OF COMMON STOCK
Amount and
Nature of
Beneficial Percent
Name of Beneficial Owner Ownership(1) of Class
------------------------ ------------ --------
Jerrald R. Goldman, M.D. 13,470 3.09%
George H. Hollidge 18,152(2) 4.17%
Kikuo Nakahara 18,293(3) 4.20%
Shirley W. Nelson 88,178(4) 19.28%
Thomas H. State 300 0.07%
Mary C. Warren 0 0.00%
Barbara J. Williams 0 0.00%
C. Michael Ziemann 5,153(5) 1.17%
All Officers, Directors and
Nominees (9 persons) 143,546 31.22%
(1) Unless otherwise indicated, the named individual exercises sole voting
power over the shares listed.
(2) Include 572 shares held by Mr. Hollidge as custodian for his child,
and 17,580 shares which were transferred into the Marie J. McKechnie
Trust, a revocable Trust.
(3) Include 220 shares held by Mr. Nakahara as custodian for his children.
(4) The number of shares does not include all of the 30,000 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 20,208 shares are currently exercisable but have not yet been
exercised. The 20,208 shares currently exercisable are included in
the number of shares beneficially owned.
(5) The number of shares does not include all of the 6,945 shares subject
to options under the ISO Plan and the 1992 Employee and Consultant
Stock Option Plan, exercisable in 10 equal yearly installments
beginning July 1, 1983, of which 4,053 shares are currently
exercisable but have not yet been exercised. The 4,053 shares
currently exercisable are included in the number of shares
beneficially owned.
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10. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES
There are no contracts, arrangements, understandings or relationships
between the Company and the executive officers and/or directors of the Company
in connection with the Company's repurchase of its Common Stock.
11. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE
TRANSACTION
On August 20, 1997 the Company's Board of Directors unanimously reaffirmed
its share repurchase policy. To the Company's knowledge, after making inquiry
to such persons, none of the executive officers or directors of the Company have
a present intention to sell any of their shares of Common Stock to the Company.
12. OTHER PROVISIONS OF THE TRANSACTION
No appraisal rights will accrue to shareholders of the Company under
California law as a result of the repurchase of its Common Stock, and no such
rights will be accorded to shareholders by the Company.
13. FINANCIAL INFORMATION
The following information contained in previous filings by the Company with
the Commission is incorporated by this reference into this Statement in response
to this item:
(1) The Company's audited financial statements included with the
Company's Annual Reports on Form 10-K for each of the fiscal years
ended December 31, 1995 and 1996, respectively, are contained in
previous filings by the Company with the Commission and is
incorporated by this reference into this Statement in response to this
item.
(2) The Company's unaudited balance sheets and comparative year-to-
year income statements and statements of changes in financial position
included in the Company's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997 are
contained in previous filings by the Company with the Commission and
are incorporated by this reference into this Statement in response to
this item.
(3) The book values per share as of December 31, 1997 and September
30, 1997 were $27.56 and $29.21, respectively.
Any of the above referenced reports, as well as a copy of the Schedule
13E-3 Transaction Statement, will be furnished upon request. Please direct
all such requests to Shirley W. Nelson, 2969 Broadway, P.O. Box 898, Oakland,
CA 94604, (510) 839-8800.
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