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 line:
Preliminary Proxy Statement
Confidential, for Use of the Board of Governors 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
BWC FINANCIAL CORP.
(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 line):
X $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or Item 22(a)(2)
of Schedule 14A.
$500 per each party to the controversy pursuant to Exchange Act
rule 14(a)-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
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:
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: None
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed: 03-23-95
<PAGE>
NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
OF
BWC FINANCIAL CORP.
TO BE HELD
APRIL 25, 1995 at 10 A.M.
REGIONAL CENTER FOR THE ARTS
ENCORE ROOM, THIRD FLOOR
CIVIC AND LOCUST STREETS
WALNUT CREEK, CALIFORNIA
AND
PROXY STATEMENT
<PAGE>
BWC FINANCIAL CORP.
1400 Civic Drive
Walnut Creek, California 94596
March 27, 1995
Dear Shareholder:
You are cordially invited to attend the annual meeting of the
shareholders of BWC Financial Corp. (the holding company for Bank
of Walnut Creek) which will be held on Tuesday, April 25, 1995, at
10:00 a.m. at the Regional Center for the Arts, Encore Room, Third
Floor, Civic and Locust Streets, Walnut Creek, California. Enclosed
are the secretary's official Notice of the Annual Meeting of
Shareholders, a Proxy Statement describing the business to be
transacted at the meeting and other information regarding BWC
Financial Corp. and Bank of Walnut Creek, and a Proxy for use in
voting at the meeting.
You will be asked at the meeting to (1) vote on the election of
Directors of BWC Financial Corp. for the ensuing year and until
their successors are duly elected and qualified; (2) ratify the
selection of independent auditors, and (3) act on such other
business as may properly come before the meeting. You are urged to
read the accompanying Proxy Statement carefully, as it contains a
detailed explanation of all matters upon which you will be asked to
vote.
Management believes that the election of the nominated persons as
directors is in the best interests of BWC Financial Corp. and its
shareholders. Your Board of Directors unanimously recommend a vote
"For" this matter and "For" the selection of the independent
auditors.
It is important that your shares be represented at the meeting.
Whether or not you plan to attend the meeting, you are requested to
complete, date, sign, and return the enclosed proxy in the enclosed
postage-paid envelope.
Sincerely,
______________________________
James L. Ryan
Chairman of the Board
and Chief Executive Officer
<PAGE>
BWC FINANCIAL CORP.
1400 Civic Drive
Walnut Creek, California 94596
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 25, 1995
To the Shareholders of BWC Financial Corp.:
The annual meeting of BWC Financial Corp. ("BWC") shareholders will
be held on Tuesday, April 25, 1995, at 10:00 a.m. at the Regional
Center for the Arts, Encore Room, Third Floor, Civic and Locust
Streets, Walnut Creek, California, for the purpose of (1) electing
7 persons to serve as directors of BWC for the ensuing year and
until their successors are duly elected and qualified, (2)
ratifying the selection of independent auditors, and (3) acting
upon such other business as may properly come before the meeting or
any adjournment thereof.
Only shareholders of record at the close of business on March 6,
1995, will be entitled to vote at the meeting or any adjournment
thereof. BWC's annual report for the year ended December 31, 1994,
is enclosed. The annual report contains financial and other
information but it is not to be deemed a part of the proxy
soliciting material.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO
VOTE BY COMPLETING, SIGNING, AND RETURNING YOUR PROXY CARD
PROMPTLY. YOUR PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE TIME
IT IS VOTED.
By Order of the Board of Directors
Leland E. Wines
Secretary
Approximate mailing date of proxy material: March 27, 1995
PLACE OF ANNUAL MEETING: Regional Center for the Arts
Encore Room, Third Floor
Civic and Locust Streets
Walnut Creek, California 94596
DATE OF ANNUAL MEETING: April 25, 1995
TIME OF ANNUAL MEETING: 10:00 a.m.
PROXY STATEMENT
OF
BWC FINANCIAL CORP.
1400 Civic Drive
Walnut Creek, California 94596
<PAGE>
These proxy materials are furnished in connection with the
solicitation by the management of BWC Financial Corp., a California
corporation ("BWC"), of proxies for use at the annual meeting of
the shareholders of BWC to be held on Tuesday, April 25, 1995, at
10:00 a.m. at the Regional Center for the Arts, Encore Room, Third
Floor, Civic and Locust Streets, Walnut Creek, California, and at
any adjournment thereof.
It is expected that this Proxy Statement and the accompanying
Notice and form of Proxy will be mailed to shareholders on or about
March 27, 1995.
PURPOSE OF MEETING
The matters to be considered and voted upon at the meeting will be:
1. Election of Directors. The election of seven directors to
serve until the next annual meeting of shareholders and until
their successors are elected and qualified.
2. Independent Auditors. The ratification of the Board of
Directors' selection of independent auditors.
3. Other Business. Transacting such other business as may
properly come before the Meeting and any adjournments thereof.
The election of directors will be effective as of the date of the
shareholders' vote.
GENERAL PROXY STATEMENT INFORMATION
BWC, a corporation existing and organized under the laws of the
State of California, is authorized to issue up to 25,000,000 shares
of common stock and 5,000,000 shares of preferred stock. As of
March 6, 1995, only one class of stock was issued consisting of
shares of common stock. All of the shares are voting shares and
are entitled to vote at the annual meeting. Only those shareholders
of record as of the record date, March 6, 1995, will be entitled to
notice of, and to vote at, the meeting (the "Record Date"). On
that date, 835,165 shares of common stock were outstanding. The
determination of shareholders entitled to vote at the meeting and
the number of votes to which they are entitled was made on the
basis of BWC's records as of the Record Date. The presence in
person or by Proxy of a majority of the outstanding shares of stock
entitled to vote at the annual meeting will constitute a quorum for
the purpose of transacting business at the meeting. Abstentions,
shares as to which voting authority has been withheld from any
nominee and "broker non-votes" (as defined below) will be counted
for purposes of determining the presence or absence of a quorum.
A broker or nominee holding shares for beneficial owners may
vote on certain matters at the meeting pursuant to discretionary
authority or instructions from the beneficial owners, but with
respect to other matters for which the broker or nominee may not
<PAGE>
have received instructions from the beneficial owners and may not
have discretionary voting power under the applicable rule of the
New York Stock Exchange or other self regulatory organization to
which the broker or nominee is a member, the shares held by the
broker or nominee may not be voted. Such unvoted shares are called
"broker non-votes." The rules of the New York Stock Exchange and
other self regulatory organizations generally permit a broker or
nominee, in the absence of instructions, to deliver a proxy to vote
for directors in an uncontested election and for the proposal to
ratify the selection of independent auditors. Consequently, shares
held by a broker or nominee will not constitute "broker non-votes"
regarding those two proposals.
Revocability of Proxies
A Proxy for use at the Meeting is enclosed. Any shareholder who
executes and delivers such Proxy has the right to revoke it at any
time before it is exercised by filing with the Secretary of BWC an
instrument revoking it or by filing a duly-executed Proxy bearing a
later date. In addition, the powers of the proxyholder will be
revoked if the person executing the Proxy is present at the Meeting
and elects to vote in person by advising the Chairman of the
meeting of such election. Subject to such revocation or
suspension, all shares represented by a properly executed Proxy
received in time for the Meeting will be voted by the proxyholders
in accordance with the instructions on the Proxy.
IF NO INSTRUCTION IS SPECIFIED WITH REGARD TO A MATTER TO BE ACTED
UPON, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT.
Person Making the Solicitation
This solicitation of Proxies is being made by the Board of
Directors of BWC. The expense of preparing, assembling, printing,
and mailing this Proxy Statement and the material used in the
solicitation of Proxies for the Meeting will be borne by BWC. It
is contemplated that Proxies will be solicited principally through
the use of the mail, but officers, directors, and employees of BWC
and the Bank may solicit Proxies personally or by telephone,
without receiving special compensation therefor. Although there is
no formal agreement to do so, BWC may reimburse banks, brokerage
houses, and other custodians, nominees, and fiduciaries for their
reasonable expense in forwarding these proxy materials to their
principals.
Voting Rights
In connection with the election of directors, each shareholder
entitled to vote may vote the shares owned by such shareholder as
of the Record Date cumulatively if a shareholder present at the
Meeting has given notice at the Meeting, prior to the voting, of
his or her intention to vote cumulatively. If any shareholder has
given such notice, then all shareholders entitled to vote for the
election of directors may cumulate their votes. Under cumulative
<PAGE>
voting, each share carries as many votes as the number of directors
to be elected, and the shareholder may cast all of such votes for a
single nominee or may distribute them in any manner among as many
nominees as desired. In the election of directors, the seven
nominees receiving the highest number of votes will be elected.
On all other matters submitted to the vote of the shareholders,
each shareholder is entitled to one vote for each share of common
stock owned as of the Record Date on the books of BWC. The Record
Date is March 6, 1995.
ITEM NUMBER 1:
ELECTION OF DIRECTORS OF BWC
Directors and Nominees
At the Meeting, seven (7) directors of BWC (the entire Board of
Directors) are to be elected to serve until the next annual meeting
of shareholders and until their successors are elected and
qualified. All of the nominees listed are currently members of the
Board of Directors. The Bylaws of BWC provide for not less than
seven (7) nor more than thirteen (13) directors, with the exact
number being seven (7) until changed by bylaw amendment adopted by
the Board of Directors. The following named persons are nominated
by the Nominating Committee of the Board of Directors and, unless
the shareholder marks the proxy to withhold the vote, the enclosed
proxy, if returned and not subsequently revoked, will be voted in
favor of their election as directors. If for any reason any such
nominee becomes unavailable for election, the proxyholders will
vote for such substitute nominee as may be designated by the Board
of Directors. The Proxy holders reserve the right to cumulate
votes for the election of directors and to cast all of such votes
for any one or more of the nominees, to the exclusion of the
others, and in such order of preference as the Proxy holders may
determine in their discretion.
YEAR FIRST
PRINCIPAL OCCUPATION - ELECTED
DIRECTOR AGE PAST FIVE YEARS A DIRECTOR
Richard G. Hill 58 Owner - R. G. Hill & 1980
Company; a real estate
property management and
brokerage firm in Central
Contra Costa County
Reynold C. Johnson, III 44 President and CEO - 1981
Reynold C. Johnson
Enterprises, Inc., a
real estate development
and investment corporation
<PAGE>
Craig Lazzareschi 48 President - Greater Bay 1980
Development Corp.; a real
estate development and
investment company
Tom J. Mantor 40 President - Bank of Walnut
Creek 1994
John F. Nohr 54 President - Woodminster 1981
Company Realtors-Developers
James L. Ryan 61 Chairman and CEO - Bank 1980
of Walnut Creek
John L. Winther 55 President - Delta Wetlands, 1981
Inc.
The Board of Directors of BWC held four meetings during 1994.
BWC's Board of Directors had no standing committees during 1994.
All of the directors attended at least 75% of the meetings of the
Board.
Because BWC is the parent corporation of the Bank of Walnut Creek
(the "Bank"), certain information is being provided with respect
to the Bank's Board of Directors and its standing committees
during 1994. The Bank's Board of Directors is composed of the
same individuals as BWC's Board of Directors.
<PAGE>
Committees of the Bank's Board of Directors
The Board of Directors of the Bank has established the following
standing committees, with membership during 1994 as noted: Loan
Committee: Messrs. Hill, Lazzareschi, Ryan, Johnson, Nohr and
Mantor. Investment Committee: Messrs. Ryan, Nohr, and Johnson;
Audit Committee: Messrs. Hill, Lazzareschi, Nohr, Johnson, and
Winther; Compensation Committee: Messrs. Nohr, Johnson, Winther
with Mr. Ryan an ex-officio member; and Nominating Committee:
Messrs. Ryan, Johnson and Lazzareschi.
The Loan Committee holds regularly scheduled meetings weekly.
Its functions are (1) to establish the loan policies for the Bank
and set the lending limits for the Bank's officers; (2) review
the Bank's overall loan position as it exists from time to time;
(3) review all loans in excess of the Bank's officers' lending
limits; and (4) review proposals on the purchase of loans from
other institutions.
The Investment Committee meets monthly and its functions are to
establish the investment policies for the Bank, review the Bank's
investment portfolio, and make periodic changes.
The Audit Committee meets annually or at the call of the
Chairman. Its functions are to select the external auditors and
coordinate internal and external audit activities.
The Compensation Committee meets annually or at the call of the
Chairman. Its function is to review the existing and future
compensation programs for the Bank's executive officers.
The Nominating Committee meets annually and its functions are to
nominate and recommend the selection of directors to comprise
BWC's and the Bank's Boards of Directors.
During 1994, the Board of Directors of the Bank met 13 times. No
director attended fewer than 75% of the total number of meetings
of the Board during the time he was a member of the Board and of
the committees of which he is a member.
<PAGE>
Executive Officers
Persons who currently serve as executive officers of the Bank
and/or BWC are as follows:
POSITION WITH BWC OR THE BANK
AND PRINCIPAL OCCUPATION
OFFICER AGE DURING THE PAST FIVE YEARS
James L. Ryan 61 Chief Executive Officer and
Chairman of the Bank.
Chairman and President of BWC.
Has been CEO of the Bank since
its inception in 1979.
Tom J. Mantor 40 President of the Bank since
December 1992. Has been with
the Bank since 1991. Prior to
this was VP/Manager of First
Interstate Bank San Jose Dist.
Leland E. Wines 50 Executive Vice President and
Cashier of the Bank and
Secretary and Chief Financial
Officer of BWC. Has been CFO
of the Bank since 1983.
Andrea L. Head 37 Senior Vice President,
Construction Real Estate. Has
been with the Bank since 1983.
Security Ownership of Management
BWC has only one class of stock issued and outstanding, that
being its common stock. Information concerning the beneficial
ownership of BWC's common stock as of March 6, 1995, by each
director, and by the directors and officers of BWC and the Bank
as a group, is set forth in the following table. Other than as
may be set forth below, BWC is not aware of any individual who is
the beneficial owner of five percent (5%) or more of BWC's
outstanding stock.
<PAGE>
Name of Number of Shares Percent of
Beneficial Owner Beneficially Owned(A)(B) Outstanding Class
Richard G. Hill 53,508 6.39%
Reynold C. Johnson III 53,222 6.36%
Craig A. Lazzareschi 26,380 3.15%
Tom J. Mantor 18,315 2.16%
John F. Nohr 19,014 2.27%
James L. Ryan 91,309 10.71%
John L. Winther 17,260 2.06%
Officers and Directors
as a group (10 in number) 358,847(C) 38.05%
________________________
(A) Unless otherwise indicated, each person listed has sole
investment and voting power with respect to the shares
listed.
(B) Includes all shares beneficially owned, whether directly or
indirectly, individually or together with associates.
Includes any shares owned, whether jointly or as community
property with a spouse and any shares of which beneficial
ownership may be acquired within 60 days of March 6, 1995,
by the exercise of stock options.
(C) Includes 112,287 shares subject to options which may be
exercised within 60 days of March 6, 1995.
Section 16(a) of the Securities Exchange Act of 1934 requires
BWC's Directors and executive officers and persons who own more
than 10% of a registered class of BWC's equity securities to file
with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common stock and
other equity securities of BWC. Officers, directors, and greater
than 10-percent shareholders are required by SEC regulation to
furnish BWC with copies of all Section 16(a) forms they file.
To BWC's knowledge, based on a review of the copies of such
reports furnished to BWC and written representations that no
other reports were required, during the fiscal year ended
December 31, 1994, all Section 16(a) filing requirements
applicable to its officers, directors, and 10-percent
shareholders have been complied with.
<PAGE>
<TABLE>
<FN>
Remuneration and Other Transactions with Management
Summary Compensation Table
The following table shows for the three fiscal years ended December 31, 1992, 1993 and 1994, the
compensation paid to the Bank's executive officers.
</FN>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other AnnualRestricted LTIP All other
Name and Bonus Compensation Stock Options Payouts Compensation
Principal Position Year Salary($) ($) A/ ($) B/ Award(s) ( (#) C/ ($) ($) D/
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James L. Ryan 1994 $183,750 $18,709 $12,100 -- -- -- --
Chief Executive Officer/ 1993 $175,000 $31,750 $9,800 -- -- -- --
Vice Chairman of the Boar 1992 $166,164 -- $7,800 -- 33,000 -- --
Tom Mantor 1994 $101,430 $5,164 $9,000 -- -- -- --
President/ 1993 $96,600 $8,025 -- -- -- -- --
Chief Operating Officer 1992 $84,004 -- -- -- 25,500 -- --
Leland E. Wines 1994 $100,000 $5,078 -- -- -- -- --
Executive Vice President/ 1993 $95,004 $8,618 -- -- -- -- --
Cashier/Chief Financial O 1992 $90,200 -- -- -- 10,000 -- --
Andrea L. Head 1994 $86,096 $4,393 -- -- -- -- --
Senior Vice President/ 1993 $82,000 $7,452 -- -- -- -- --
Real Estate Finance 1992 $78,000 -- -- -- 10,000 -- --
<PAGE>
<FN>
A/ The Bank maintains an incentive bonus plan for executive officers. Under such plan,
an incentive pool is created based upon the criterion of return on the Bank's average
assets. The incentive pool is allocated based on salary and performance. The
amounts set forth above reflect bonuses paid in the current calendar year based on
the prior year's performance. The Bank expects to pay bonuses to the named executive
officers for the fiscal year ended December 31, 1994 during 1995; however, the amount
of such bonuses earned in fiscal 1994 is not calculable at this time.
B/ Amounts reflect board of director fees paid to such persons.
C/ The Board of Directors of the Bank adopted the 1980 Incentive Stock Option Plan (the
"1980 Plan") in March 1980 and the Board of Directors of BWC adopted the 1990 Stock
Option Plan (the "1990 Plan") in May 1990. The 1980 Plan terminated on March 11,
1990, although options granted under the 1980 Plan remain outstanding. The 1990 Plan
was approved by BWC's shareholders at the 1990 and 1991 annual meetings. The 1990
Plan is administered by the Board of Directors. The Board determines the eligibility
of participants, the number of shares to be granted and the terms of such grants.
All options granted to the named executive officers were incentive stock options that
have an exercise price equal to the fair market value on the date of grant.
D/ Other compensation is paid, including profit sharing and matching contributions to
the Bank's 401(k) Profit Sharing Plan. In additon, for Mr. Ryan they include
personal benefit from the use of a company automobile and the cost of membership in
a country club. The aggregate amount of such other compensation does not exceed the
lesser of $25,000 or 10% of the annual compensation reported for such persons.
</FN>
</TABLE>
<PAGE>
<TABLE>
<FN>
Stock Options
Options Grants in Last Fiscal Year
The table below sets forth certain information regarding options granted to executive officers
of the Corporation during the last fiscal year.
</FN>
<CAPTION>
(a) (b) (c) (d) (e)
Percent of
Total Option Exercise
Options Granted to Price
Grant Granted Employees i Per Share Expiration
Name Date (#) Fiscal Year ($/SH) Date
<S> <C> <C> <C> <C> <C>
None
</TABLE>
<PAGE>
<TABLE>
<FN>
OPTIONS EXERCISED AND YEAR-END VALUE TABLE
The table below provides information regarding options exercised in fiscal 1993 by the executive officers of BWC and the value
of such unexercised options as of December 31, 1993.
</FN>
<CAPTION>
Number of Unexercised Options Value of Unexercised In-The-Money
Options Exercised in Fiscal 19At December 31, 1993 (#) Options at December 31, 1993 ($) (A)
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C> <C> <C>
Shares Value
Acquired On Realized
Name Exercise (#) ($) (A) Exercisable Unexercisable Exercisable Unexercisable
James L. Ryan -- -- 21,780 14,520 $110,425 $73,616
Tom Mantor -- -- 18,315 17,985 $70,184 $75,819
Leland E. Wines -- -- 18,732 4,400 $115,178 $22,308
Andrea L. Head -- -- 18,289 4,400 $109,250 $22,308
<FN>
(A) Market value of the underlying securities at exercise date or year-end, as the case may be, minus the
exercise price of "in-the-money" options.
</FN>
</TABLE>
<PAGE>
Directors' Fees
Directors of the Bank each received a fee of $11,100 during 1994
for all regular meetings of the Board of Directors, plus $1,000
for one non-regular special board meeting attended with the
exception of Mr. Mantor who was elected to the board of directors
at the last shareholders meeting April 16, 1994 received a fee of
$8,000 representing meetings since that date, plus $1,000 for the
special meeting. In addition, directors, other than employees of
the Bank, received $300 per committee meeting attended.
Mr. Haswell who became Director Emeritus in May, 1994 continues
to received a consulting fee of $600 per board meeting attended
and received a total of $8,550 for all meetings, both as a
Director and as Director Emeritus.
Employment Agreements
The Bank has entered into employment agreements with Messrs. Ryan
and Wines. Mr. Ryan's employment agreement, which became
effective November 16, 1979 for an initial term of two years, has
been, and will continue to be, automatically renewed unless
either party gives the other party 90 days notice of termination.
Mr. Ryan was paid a base salary of $183,750 under the agreement
for fiscal 1994 to serve as President and Chief Executive Officer
of the Bank. Mr. Ryan is also entitled to participate in all
employee benefit plans that may be adopted by the Bank and to a
car allowance. If Mr. Ryan's employment is terminated by the
Bank for any reason other than death, legal incapacity or for
cause, the Bank must pay to Mr. Ryan a sum equal to Mr. Ryan's
then annual salary.
Mr. Wines' employment agreement, which became effective on
November 27, 1990, continues until terminated as provided
therein. Mr. Wines was paid a base salary of $100,000 under the
agreement for fiscal 1994 to serve as Executive Vice President
and Cashier of the Bank. Mr. Wines is also entitled to
participate in all health and life insurance plans adopted by the
Bank and may receive a bonus or bonuses as determined by the
Bank, in its discretion. If there is a merger of, or sale of a
controlling interest in, the Bank, and Mr. Wines gives written
notice of the termination of his employment within 60 days after
the effective date of such merger or sale, Mr. Wines will
continue to receive monthly compensation and benefits then being
provided for the lesser of four months from the date of
termination or the date Mr. Wines commences employment with a new
employer. In addition, if Mr. Wines receives notice of the
<PAGE>
termination of his employment with the Bank within 12 months
after the effective date of such merger or sale, then such
termination of employment shall be effective within 30 days
thereafter, provided, however, that Mr. Wines will continue to
receive monthly compensation and benefits then being provided for
the lesser of 12 months from the date of termination or the date
he commences employment with a new employer.
The amount of cash compensation paid to each such officer under
their employment agreements is included in the foregoing summary
compensation table.
Other Transactions With Directors and Executive Officers
The Bank's current policy is one of not granting loans to its
executive officers or directors, or the executive officers or
directors of BWC, except that all directors are eligible to have
a line of credit available to them with a maximum of $2,000
outstanding at any one time. Such line of credit is made
available to the directors on the same terms and at the same
interest rate as it is available to all other qualified customers
of the Bank. The Bank has had and expects to have banking
transactions in the ordinary course of business with many of the
principal shareholders of BWC and the Bank (and their
associates), on substantially the same terms (including interest
rates and collateral) as those prevailing for comparable
transactions with others. No loan to any director, executive
officer or shareholder of BWC or the Bank (or their associates)
has involved more than normal risk of collectibility or presented
other unfavorable features. If loans were to be made to
directors, executive officers or principal shareholders of BWC or
the Bank, then all such loans would be subject to the limitations
prescribed by California Financial Code section 3370, et seq.
and by the Financial Institutions Regulatory and Interest Rate
Control Act of 1978, the principal effect of which is to require
that any loan to a director, executive officer or principal
shareholder be on nonpreferential terms and, should all loans to
that individual exceed $25,000 in the aggregate, be approved in
advance by the Bank's Board of Directors. With respect to
transactions other than loans, BWC and the Bank have had and
expect to have such transactions in the ordinary course of
business with many of its directors, executive officers, and
principal shareholders (and their associates), but all such
transactions have been and will be on substantially the same
terms as those prevailing for comparable transactions with
others.
ITEM NUMBER 2: RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has selected Arthur Andersen & Co. as
independent auditors for BWC for the year 1995. Arthur Andersen
<PAGE>
& Co. has informed BWC that it has had no connection during the
past three years with BWC or its subsidiaries in the capacity of
promoter, underwriter, voting trustee, director, officer or
employee. A representative from Arthur Andersen & Co. will be
present at the shareholders meeting.
ITEM NUMBER 3: OTHER BUSINESS
If any other matters come before the 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 the
meeting, and as of the date of the preparation of this Proxy
Statement, no shareholder has submitted to management any
proposal to be acted upon at the meeting.
TRADING IN BWC'S STOCK
The common stock of BWC is traded in the over-the-counter market.
Sutro & Company, Inc., Hoefer & Arnett Inc. and Ryan, Beck & Co.,
are the market makers of the BWC stock. There has been only
limited trading of BWC stock. The most recent sales known to
Management were at a price of $14.00 per share.
FINANCIAL AND STATISTICAL INFORMATION
A copy of BWC's consolidated financial statement as of December
31, 1994, and for the year then ended is enclosed in this
mailing. Additional copies are available to any shareholder upon
request.
SHAREHOLDER PROPOSALS
December 10, 1995, is the deadline for the shareholders to submit
proposals to be considered for inclusion in the proxy statement
for BWC's 1996 annual shareholders meeting.
LEGAL PROCEEDINGS
There are no pending or, to management's knowledge, threatened
material legal proceedings to which the Bank or BWC is a party or
to which any of the Bank's or BWC's properties are subject.
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THE ENCLOSED PROXY SHOULD BE COMPLETED, DATED, SIGNED, AND
RETURNED IN THE ENCLOSED, POSTAGE PAID ENVELOPE. PROMPT MAILING
OF THE PROXY WILL BE APPRECIATED.
By Order of the Board of Directors
By: ______________________________ Date: March 27, 1995
Leland E. Wines, Secretary
