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 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: 03-18-96 _
<PAGE>
NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
OF
BWC FINANCIAL CORP.
TO BE HELD
APRIL 23, 1996 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 25, 1996
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 23, 1996, 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 23, 1996
To the Shareholders of BWC Financial Corp.:
The annual meeting of BWC Financial Corp. ("BWC") shareholders will be held on
Tuesday, April 23, 1996, 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 1, 1996, will be
entitled to vote at the meeting or any adjournment thereof. BWC's annual
report for the year ended December 31, 1995, 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 25, 1996
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 23, 1996
TIME OF ANNUAL MEETING: 10:00 a.m.
<PAGE>
PROXY STATEMENT
OF
BWC FINANCIAL CORP.
1400 Civic Drive
Walnut Creek, California 94596
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 23, 1996, 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 25, 1996.
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 1, 1996, 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 1, 1996, will be entitled
to notice of, and to vote at, the meeting (the "Record Date"). On that date,
935,907 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 have received instructions from the
beneficial owners and may not have discretionary voting power under the
<PAGE>
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 for candidates
properly nominated. Under cumulative 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 1, 1996.
<PAGE>
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
proxy-holders 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 59 Owner - R. G. Hill & 1980
Company; a real estate
property management and
brokerage firm in Central
Contra Costa County
Reynold C. Johnson, III 45 President and CEO - 1981
Reynold C. Johnson
Enterprises, Inc., a
real estate development
and investment corporation
Craig Lazzareschi 49 President - Greater Bay 1980
Development Corp.; a real
estate development and
investment company
Tom J. Mantor 41 President - Bank of Walnut 1994
Creek
John F. Nohr 55 President - Woodminster 1981
Company Realtors-Developers
James L. Ryan 62 Chairman and CEO - Bank 1980
of Walnut Creek
John L. Winther 56 President - Delta Wetlands, 1981
Inc.
<PAGE>
The Board of Directors of BWC held four meetings during 1995. BWC's Board
of Directors had no standing committees during 1995. 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 1995. The Bank's
Board of Directors is composed of the same individuals as BWC's Board of
Directors.
Committees of the Bank's Board of Directors
The Board of Directors of the Bank has established the following standing
committees, with membership during 1995 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 1995, 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 62 Chief Executive Officer and
Chairman. Has been CEO of the
Bank since its inception in 1979.
Tom J. Mantor 41 President of the Bank since
December 1992. Has been with the
Bank since 1991.
Leland E. Wines 51 Executive Vice President and
Chief Financial Officer of BWC.
Has been with the Bank since
1983.
Andrea L. Head 38 Senior Vice President,
Construction Real Estate. Has
been with the Bank since 1983.
<PAGE>
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 1, 1996, by each director, executive officer 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.
Name of Number of Shares Percent of
Beneficial Owner Beneficially Owned(A)(B) Outstanding Class
Andrea L. Head 17,666 1.64%
Richard G. Hill 61,257 5.69%
Reynold C. Johnson III 59,471 5.52%
Craig A. Lazzareschi 17,945 1.66%
Tom J. Mantor 26,257 2.44%
John F. Nohr 23,694 2.20%
James L. Ryan 108,425 10.06%
Leland E. Wines 22,578 2.09%
John L. Winther 21,406 1.99%
Officers and Directors
as a group (9 in number) 358,699(C) 33.28%
________________________
(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 1, 1996,
by the exercise of stock options.
(C) Includes 151,613 shares subject to options which may be
exercised within 60 days of March 1, 1996.
<PAGE>
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,
1995, all Section 16(a) filing requirements applicable to its
officers, directors, and 10-percent shareholders have been
complied with.
<PAGE>
<TABLE>
Remuneration and Other Transactions with Management
Summary Compensation Table
The following table shows for the three fiscal years ended December 31, 1993, 1994 and 1995, the compensation paid to the
Bank's executive officers.
<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 1995 $192,944 $13,691 $13,000 -- -- -- --
Chief Executive Officer/ 1994 $183,750 $18,709 $12,100 -- -- -- --
Vice Chairman of the Boar 1993 $175,000 $31,780 $9,800 -- -- -- --
Tom Mantor 1995 $106,766 $3,779 $13,000 -- -- -- --
President/ 1994 $101,430 $5,164 $9,000 -- -- -- --
Chief Operating Officer 1993 $96,600 $8,618 -- -- -- -- --
Leland E. Wines 1995 $105,000 $31,325 -- -- -- -- --
Executive Vice President/ 1994 $100,004 $5,078 -- -- -- -- --
Cashier/Chief Financial O 1993 $95,004 $8,618 -- -- -- -- --
Andrea L. Head 1995 $89,505 $17,757 -- -- -- -- --
Senior Vice President/ 1994 $86,096 $4,393 -- -- -- -- --
Real Estate Finance 1993 $82,000 $7,452 -- -- -- -- --
</TABLE>
<PAGE>
<TABLE>
Stock Options
Options Grants in Last Fiscal Year
The table below sets forth certain information regarding options granted to executive officers
of the Corporation during the last fiscal year.
<CAPTION>
(a) (b) (c) (d) (e)
Percent of
Total Option Exercise
Options Granted to Price
Grant Granted Employees i Per Share Expiration
Name Date (#) Fiscal Year ($/SH) Date
<S> <C> <C> <C> <C> <C>
None
</TABLE>
<PAGE>
<TABLE>
OPTIONS EXERCISED AND YEAR-END VALUE TABLE
The table below provides information regarding options exercised in fiscal 1995 by the executive officers of BWC and the value
of such unexercised options as of December 31, 1995.
<CAPTION>
Number of Unexercised Options Value of Unexercised In-The-Money
Options Exercised in Fiscal 19At December 31, 1995 (#) Options at December 31, 1995 ($) (A)
(a) (b) (c) (d) (e)
Shares Value
Acquired On Realized
Name Exercise (#) ($) (A) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
James L. Ryan -- -- 31,944 7,986 $305,448 $76,283
Tom Mantor -- -- 26,257 13,673 $222,369 $121,477
Leland E. Wines -- -- 17,666 2,420 $108,322 $23,086
Andrea L. Head -- -- 17,666 2,420 $108,322 $23,086
<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 $12,000 during 1995 for all
regular meetings of the Board of Directors, plus $1,000 for one non-regular
special board meeting attended. In addition, directors, other than employees
of the Bank, received $300 per committee meeting attended.
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 $192,948 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 $105,000 under the agreement for fiscal 1995 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 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
<PAGE>
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 non-preferential
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 1996. Arthur Andersen & 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 $18.50 per share.
FINANCIAL AND STATISTICAL INFORMATION
A copy of BWC's consolidated financial statement as of December 31, 1995, and
for the year then ended is enclosed in this mailing. Additional copies are
available to any shareholder upon request.
SHAREHOLDER PROPOSALS
December 10, 1996, is the deadline for the shareholders to submit proposals to
be considered for inclusion in the proxy statement for BWC's 1997 annual
shareholders meeting.
<PAGE>
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.
FORM 10K
BWC'S ANNUAL REPORT FOR 1995 ON FORM 10K, WHICH IS REQUIRED TO BE FILED WITH
THE SECURITIES EXCHANGE COMMISSION, IS AVAILABLE TO ANY SHAREHOLDER WITHOUT
CHARGE. THE REPORT MAY BE OBTAINED BY WRITTEN REQUEST TO THE CORPORATE
SECRETARY, LELAND E. WINES, AT BANK OF WALNUT CREEK, 1400 CIVIC DRIVE, WALNUT
CREEK, CA 94596.
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 25, 1996
Leland E. Wines, Secretary
<PAGE>
