<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Summit Bancshares, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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>
SUMMIT BANCSHARES, INC.
2969 Broadway Oakland, California 94611
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held Wednesday, April 22, 1998
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 22, 1998, at 2:00 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 1999 Annual Meeting of Shareholders and until their successors are
elected and qualified.
2. The ratification of the selection of Coopers & Lybrand L.L.P. to audit
the financial statements of the Company for fiscal year 1998.
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 27,
1998, 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 23, 1998, at Oakland, California.
By Order of the Board of Directors of Summit Bancshares, Inc.
SHIRLEY W. NELSON
Chairman and Chief Executive Officer
<PAGE>
SUMMIT BANCSHARES, INC.
2969 Broadway Oakland, California 94611
PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS
To be Held Wednesday, April 22, 1998
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 22, 1998, at 2:00 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 27, 1998.
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 1999 Annual Meeting of Shareholders and until their
successors are elected and qualified.
2. The ratification of the selection of Coopers & Lybrand L.L.P. to audit
the financial statements of the Company for fiscal year 1998.
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 1998 OF THE SELECTION OF COOPERS & LYBRAND
L.L.P. 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.
2
<PAGE>
VOTING SECURITIES
On December 18, 1997, the Board of Directors established February 27, 1998,
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 27, 1998, there were 437,455 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 Coopers & Lybrand L.L.P. 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>
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 6.07%
1233 21st Street
Oakland, CA 94607
Common Stock Shirley W. Nelson 89,178 19.44%
2969 Broadway
Oakland, CA 94611
</TABLE>
3
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of February 27, 1998, 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 two other
Executive Officers of the Bank, and all Officers and Directors as a group and
the percentage of the outstanding Common Stock as owned:
<TABLE>
Amount and
Name and Nature of
Title of Address of Beneficial Percent of
Class Beneficial Owner Ownership Class
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Jerrald R. Goldman 14,670 3.35%
Common Stock George H. Hollidge 14,432 (2) 3.30%
Common Stock Kikuo Nakahara 18,293 (3) 4.18%
Common Stock Shirley W. Nelson 89,178 (4) 19.44%
Common Stock Thomas H. State 300 .07%
Common Stock Mary C. Warren 0 .00%
Common Stock Barbara J. Williams 0 .00%
Common Stock Denise A. Dodini 1,550 (5) .35%
Common Stock C. Michael Ziemann 5,253 (6) 1.20%
Common Stock All Officers, Directors
and Nominees (9 persons) 143,676 31.00%
</TABLE>
1. Unless otherwise indicated, the named individual exercises sole voting
and investment powers over the shares listed.
2. Includes 352 shares held by Mr. Hollidge as custodian for his child, and
14,080 shares which are held in The Marie J. McKechnie Trust, a revocable
trust, the beneficiary of which is the wife of Mr. Hollidge.
3. Includes 220 shares held by Mr. Nakahara as custodian for his children.
4. The number of shares does not include all of the 29,000 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 exercisable are included in the number of
shares beneficially owned.
5. The number of shares does not include all of the 3,500 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 1,550 shares are currently exercisable but have not yet been
exercised. The 1,550 shares exercisable are included in the number of
shares beneficially owned.
6. The number of shares does not include all of the 5,945 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 3,153
shares are currently exercisable but have not yet been exercised. The
3,153 shares exercisable are included in the number of shares
beneficially owned.
4
<PAGE>
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 nominees 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>
Position Position
With With Director Term
NAME AGE COMPANY BANK SINCE EXPIRES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Jerrald R. Goldman 59 Director Director 1995 1998
George H. Hollidge (2,3,4,5,6) 55 Director Director 1981 (1) 1998
and and
Secretary Secretary
Kikuo Nakahara (2,3,4,5,6) 65 Director Director 1981 (1) 1998
and
Chief
Financial
Officer
Shirley W. Nelson (3,6,7) 53 Director, Director, 1982 1998
Chairman, Chairman,
Chief and
Executive Chief
Officer, Executive
and Officer
President
Thomas H. State (2,3,4,6) 67 Director Director 1994 1998
Mary C. Warren (2) 76 Director Director 1996 1998
Barbara J. Williams (2,4,5) 61 Director Director 1981(1) 1998
</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) Executive Committee member
(7) Ms. Nelson is an Ex Officio member of the Audit and Personnel Committees.
In addition, she is Chairman of the Loan Committee.
5
<PAGE>
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 Medical Center, 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.
KIKUO NAKAHARA has been Managing Director of American Express Tax &
Business Services, Inc. in Walnut Creek. 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.
SHIRLEY NELSON has been the Chief Executive Officer and President of the
Company since May, 1983 as well as its Chairman since 1989. She has also been
the Chairman and Chief Executive Officer of the Bank since May, 1983. In
addition, she was the President of the Bank from May, 1983 until January 1,
1996.
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.
MARY C. WARREN has worked as a government relations consultant since 1980 and
is owner of Warren & Associates in Oakland. She held various management
positions with United States Post Office over a 30-year period and has worked
on the staffs of several state and federal elected officials. She serves on
the boards of the, Oakland Metropolitan Chamber of Commerce and the One
Hundred Club of Alameda County. For the past three years, she has been vice
president of Labor and Business for Alameda, Contra Costa and Solano
Counties. In addition, she is a Alameda County Honorary Deputy Sheriff.
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.
The following is a brief account of the business experience of Executive
Officers of the Bank.
C. MICHAEL ZIEMANN has been President and Chief Operating Officer of the Bank
since January 1, 1996. Prior to this position he was Chief Administrative
Officer of the Bank subsequent to his position as CFO and Cashier to which he
was appointed in April, 1987. Prior to that he was active in the
administration of the Bank and was the manager of the Bank's Walnut Creek
Office since April 1985. Prior to joining the Bank, he held various
positions during his 16 years with Bank of America in operations, branch
management, and regional administration where he was a district administrator.
DENISE A. DODINI has been the Bank's Senior Lending Officer since 1995. Prior
to this position she was a Vice President and commercial loan officer which
was her original assignment upon her joining the Bank in 1989. Prior to
joining the Bank she held various lending positions during her 15 years with
Bank of America.
6
<PAGE>
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 1997 the members of the Option
Committee were George H. Hollidge, 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 did not meet in 1997.
The Personnel Committee was formed in 1983 and its members during 1997 were
George Hollidge, Kikuo Nakahara, Thomas H. State, and Barbara Williams. The
Personnel Committee is responsible for establishing the method and level of
compensation of executive officers of the Bank. The Personnel Committee met
4 times in 1997.
The Company has a standing Audit Committee and during 1997 its members were
George H. Hollidge, Kikuo Nakahara, Thomas H. State, Barbara Williams and
Mary Warren. 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 3 times in 1997.
The Company neither has nor during 1997 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 1997 its members were
Shirley W. Nelson, George Hollidge, Kikuo Nakahara, Thomas State and Denise
Dodini. This committee has overall responsibility for credit administration.
The committee met 28 times during 1997.
The Company has a standing Executive Committee and during 1997 its members
were Shirley W. Nelson, George Hollidge, Kikuo Nakahara, and Thomas State.
The committee reviews and acts upon various matters or makes recommendations
to the Board for other corporate actions. The committee met 4 times during
1997.
There were six meetings of the Board of Directors of Summit Bancshares, Inc.
from January 1, 1997, to December 31, 1997. Each Director attended at least
75% of the aggregate number of the Company's Directors' Meetings. The Bank
also held six 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 68.8% of the outstanding shares participated in the April 24,
1997 Annual Meeting of the Shareholders in person or by proxy. The following
items were approved at that meeting:
1. 3 nominees for Director were elected by a vote of 268,471 and 4 nominees
were elected by a vote of 295,018 (99.8% of the shares participating in the
1997 meeting).
2. The selection of Coopers and Lybrand L.L.P. to audit the financial
statements of the Company for the fiscal year 1997 was approved by a vote of
294,638 shares (99.7% of the shares participating in the 1997 meeting).
7
<PAGE>
CERTAIN TRANSACTIONS
There have been no transactions since January 1, 1997, 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 Company 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 1997 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, the Company has no
outstanding suits brought against it.
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 1997. Ms. Nelson, Mr. Ziemann and Ms.
Dodini are compensated by the Bank. Directors' cash fees were paid during
1997 in the following manner: $850.00 for each bi-monthly Summit Bank Board
meeting attended by each of the seven Directors; $1,200 per month for all
Loan Committee meetings held during the month; $600.00 for each Executive
Committee attended; and $500.00 to the Chairman of the Audit and Personnel
Committees for each meeting held. Total compensation paid to the Directors
for 1997 was $105,400.
8
<PAGE>
SUMMARY COMPENSATION TABLE
The following table summarizes compensation earned in 1997, 1996 and 1995 by
the Chief Executive Officer and two other Executive Officers of the Bank.
Summary Compensation Table
<TABLE>
ANNUAL COMPENSATION AWARDS
Stock
Other Annual Options All Other
Name and Principal Salary Bonus Compensation Granted Compensation
Position Year ($) ($) ($) (1) (#) ($) (2)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Shirley W. Nelson 1997 172,500 80,000 7,200 0 19,500
Chr. & CEO 1996 172,500 70,000 7,200 0 12,500
1995 172,500 65,000 7,200 0 15,000
C. M. Ziemann (3) 1997 90,000 22,500 4,200 0 15,080
Pres. and COO 1996 90,000 22,500 3,600 0 9,811
1995 80,000 25,000 3,600 0 11,275
Denise A. Dodini 1997 80,000 20,000 4,200 0 13,546
Senior Lending Off. 1996 70,000 17,500 0 0 7,218
1995 70,000 21,000 0 0 9,600
</TABLE>
(1) Automobile allowance
(2) Employer contribution to 401(k) Profit Sharing Plan
(3) Mr. Ziemann was elected as President of the Bank as of January 1, 1996.
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensaton of the CEO and other Executive Officers is recommended by the
Personnel Committee and approved by the Board. Shirley W. Nelson's
compensation is established in an employment agreement commencing January 1,
1990, pursuant to which she 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 a annual compensation survey performed on
behalf of California Bankers Association by Deloitte & Touche LLP. This
comparative study reviewed various levels of compensation for officers and
employees by bank asset size throughout the State of California. In 1997,
Ms. Nelson earned an additional incentive bonus of $80,000, which is included
in the above cash compensation figure. Ms. Nelson also receives use of an
automobile and a monthly auto allowance of $600. The deferred compensation
amount identified in the above chart represents Ms. Nelson's vested interest
in the 1997 profit sharing contribution made by the Company. 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 been granted options to
purchase an aggregate of 29,000 shares of Common Stock of the Company at an
average per share exercise price of $11.75 in 10 equal yearly installments
commencing January 2, 1989.
In 1994 the Board increased the annual salary of Mr. Ziemann to $73,500 with
subsequent increases in the years 1995 and 1996 as outlined above based on
annual compensation surveys performed on behalf of California Bankers
Association by Deloitte & Touche LLP. This comparative study reviewed
various levels of compensation for officers and employees by bank asset size
throughout the State of California. In 1996, Mr. Ziemann earned an
additional incentive bonus of $22,500, which is included in the above cash
compensation figure. Mr. Ziemann also receives a monthly auto allowance of
$400.00. The deferred compensation amount identified in the above chart
represents Mr. Ziemann's vested interest in the 1997 profit sharing
contribution made by the Company. Mr. Ziemann is a participant in both the
ISO Plan and the 1992 Employee and Consultant Stock Option Plan, pursuant to
which Mr. Ziemann has been granted options to purchase an aggregate of 5,945
shares of Common Stock of the Company at an average per share exercise price
of $14.84 in 10 equal yearly installments commencing July 12, 1990.
9
<PAGE>
In 1997 the Board increased the annual salary of Ms. Dodini to $80,000 based
on annual compensation surveys performed on behalf of California Bankers
Association by Deloitte & Touche LLP. This comparative study reviewed
various levels of compensation for officers and employees by bank asset size
throughout the State of California. In 1997, Ms. Dodini earned an additional
incentive bonus of $20,000, which is included in the above cash compensation
figure. Ms. Dodini also receives a monthly auto allowance of $400.00. The
deferred compensation amount identified in the above chart represents Ms.
Dodini's vested interest in the 1997 profit sharing contribution made by the
Company. Ms. Dodini is a participant in both the ISO Plan and the 1992
Employee and Consultant Stock Option Plan, pursuant to which Mr. Dodini has
been granted options to purchase an aggregate of 3,500 shares of Common Stock
of the Company at an average per share exercise price of $14.36 in 10 equal
yearly installments commencing February 25, 1992.
Submitted by the Personnel Committee:
Kikuo Nakahara
George H. Hollidge
Thomas H. State
Barbara J. Williams
STOCK OPTIONS
There were no stock options issued in 1997.
1997 Aggregate Option Exercises and December 31, 1997 Option Values
<TABLE>
Number of Value of
Shares Covered Unexercised
by Unexercised In-the-Money
Options at Options at
Dec. 31, 1997 Dec. 31, 1997
Number of
Shares Value Exercisable/ Exercisable/
Acquired on Realized Unexercisable Unexercisable
Name Exercise ($) (1) (#) ($) (2)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shirley W. Nelson 10,000 450,000 20,208/8,792 1,111,440/483,560
C. M. Ziemann 0 0 4,153/2,792 228,415/153,560
Denise A. Dodini 0 0 1,550/1,950 25,250/107,250
</TABLE>
(1) Calculated as the market value of the Common Stock on the date of
exercise less the applicable exercise price.
(2) Calculated as the difference between the market value of the Common
Stock on December 31, 1997 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, 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.
10
<PAGE>
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 12 Banks in Northern California (Footnote #1), for the
five fiscal years commencing December 31, 1993 and ending December 31, 1997,
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)
The data points depicted on the graph are as follows:
<TABLE>
Base Fiscal year ended December 31,
Year 1993 1994 1995 1996 1997
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Summit Bancshares, Inc. $100 $107 $194 $212 $283 $484
S&P 500 Composite Index 100 110 112 153 189 251
Northern California Bank Proxy 100 124 122 184 200 396
</TABLE>
(1) TriCo Bancshares, Exchange Bank, Redwood Empire Bancorp, San Jose
National Bank, Union Bank, Sumitomo Bank of California, The Pacific
Bank, Westamerica, Civic BanCorp, California Bancshares, Inc.,
Silicon Valley Bancshares, and Pacific Capital Corp.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's 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 ("SEC"). Officers, directors and shareholders owning greater than
10% of the Common Stock of the Company are required by SEC regulation to
furnish the Company with copies of all reports filed pursuant to Section
16(a).
Based solely on a review of copies of such reports required by Section 16(a)
all persons required to file such reports did so on a timely basis.
11
<PAGE>
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS
The firm of Coopers & Lybrand L.L.P. is being recommended as the Company's
independent public accountant. Coopers and Lybrand L.L.P. acted as the
Company's independent accountants in 1997. Prior to 1997, Arthur Andersen
LLP audited the books and records of the Company, however, the price
differential between the two competing firms was deemed to be too great to
remain with Arthur Andersen LLP. There were no disagreements with Arthur
Andersen LLP in any of their audits which caused the Company to change
auditors. Audit services performed by Coopers & Lybrand L.L.P. will consist
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 ending December 31, 1998,
Coopers & Lybrand L.L.P. will perform other non-audit services for the Bank.
Such non-audit services consist 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 hire Coopers & Lybrand L.L.P. 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 Coopers & Lybrand L.L.P. 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.
ANNUAL REPORT TO SHAREHOLDERS
The Annual Report to Shareholders, including financial statements for the
year ended December 31, 1997, 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 filed with 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 Statement to
be prepared in connection with its next regular Annual Meeting of
Shareholders in April, 1999. Proposals must be received by January 1, 1999,
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 23, 1998
By Order of the Board of Directors
GEORGE H. HOLLIDGE, Secretary
<PAGE>
PROXY
SUMMIT BANCSHARES, INC.
Only Shareholders of record as of the close of business on February 27, 1998
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 22, 1998 and at any and all adjournments thereof.
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.
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.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
TRIANGLE FOLD AND DETACH HERE TRIANGLE
<PAGE>
Please mark /x/
your votes as
indicated in
this example.
THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR
ITEMS 1, 2, AND 3.
FOR WITHHELD
FOR ALL
ITEM 1 - ELECTION OF DIRECTORS / / / /
Nominees:
Jerrald R. Goldman, MD
George H. Hollidge
Kikuo Nakahara
Shirley W. Nelson
Thomas H. State
Mary C. Warren
Barbara J. Williams
WITHHELD FOR: (Write that nominee's
name in the space provided below):
- ---------------------------------------
ITEM 2 - APPOINTMENT OF
Coopers & Lybrand, L.L.P. as FOR AGAINST ABSTAIN
public auditors for the / / / / / /
calendar year 1998.
ITEM 3 - In their discretion, / / / / / /
on such other matters as
may properly come before the meeting.
- ----
]
]
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CONTINUED ON THE REVERSE SIDE...
Signature_________________________________________________ Date________________
Signature_________________________________________________ Date________________
TRIANGLE FOLD AND DETACH HERE TRIANGLE
