NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
OF
BWC FINANCIAL CORP.
TO BE HELD
APRIL 21, 1998 at 10 A.M.
REGIONAL CENTER FOR THE ARTS
ENCORE ROOM, THIRD FLOOR
CIVIC AND LOCUST STREETS
WALNUT CREEK, CALIFORNIA
AND
PROXY STATEMENT
BWC FINANCIAL CORP.
1400 Civic Drive
Walnut Creek, California 94596
March 18, 1998
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 21, 1998, 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
BWC FINANCIAL CORP.
1400 Civic Drive
Walnut Creek, California 94596
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 21, 1998
To the Shareholders of BWC Financial Corp.:
The annual meeting of BWC Financial Corp. ("BWC") shareholders will be
held on Tuesday, April 21, 1998, 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 18, 1998,
will be entitled to vote at the meeting or any adjournment thereof. BWC's
annual report for the year ended December 31, 1997, 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 18, 1998
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 21, 1998
TIME OF ANNUAL MEETING: 10:00 a.m.
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 21, 1998, 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 18, 1998.
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 18, 1998, 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 March 18, 1998, (the
"Record Date") will be entitled to notice of, and to vote at, the meeting.
On that date, 1,233,062 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 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 18,
1998.
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 61 Owner - R. G. Hill & 1980
Company; a real estate
property management and
brokerage firm in Central
Contra Costa County
Reynold C. Johnson, III 47 President and CEO - 1981
Reynold C. Johnson
Enterprises, Inc., a
real estate development
and investment corporation
Craig Lazzareschi 51 President - Greater Bay 1980
Development Corp.; a real
estate development and
investment company
Tom J. Mantor 43 President - Bank of Walnut 1994
Creek
John F. Nohr 57 President - Woodminster 1981
Company Realtors-Developers
James L. Ryan 64 Chairman and CEO - Bank 1980
of Walnut Creek
John L. Winther 58 President - Delta Wetlands, 1981
Inc.
The Board of Directors of BWC held twelve regular meetings and one special
meeting during 1997. BWC's Board of Directors had no standing committees
during 1997. 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 1997. 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 1997 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 1997, 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.
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 64 Chief Executive Officer and
Chairman. Has been CEO of the
Bank since its inception in
1979.
Tom J. Mantor 43 President of the Bank since
December 1992. Has been with
the Bank since 1991.
Leland E. Wines 53 Executive Vice President and
Chief Financial Officer of BWC.
Has been with the Bank since
1983.
Andrea L. Head 40 Senior Vice President,
Construction Real Estate. Has
been with the Bank since 1983.
Calvin S. Robie 60 Senior Vice President, Const.
Real Estate. Joined the Bank
Security Ownership
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 18, 1998, by each director, executive officer and
by the directors and officers of BWC and the Bank as a group and by each
person holding 5% or more of BWC stock, is set forth in the following
table.
Name of Number of Shares Percent of
Beneficial Owner Beneficially Owned(A)(B)(C) Outstanding Class
Andrea L. Head 26,734 2.12%
Richard G. Hill 78,510 6.28%
Reynold C. Johnson III 76,390 6.12%
Craig A. Lazzareschi 26,405 2.11%
Tom J. Mantor 43,162 3.38%
John F. Nohr 33,833 2.71%
Cal Robie 3,762 0.30%
James L. Ryan 140,485 10.97%
Leland E. Wines 32,676 2.59%
John L. Winther 31,362 2.51%
Officers and Directors
as a group (10 in number) 493,319(C) 33.74%
Vance Haswell 68,473(C) 5.48%
The Banc Fund 80,940 6.56%
BWC 401K Plan 106,933(D) 8.67%
________________________
(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 18, 1998, by the exercise of stock options.
(C) Includes 263,345 shares subject to options which may be exercised
within 60 days of March 18, 1998.
(D) This plan is administrated by senior management members in
accordance with the terms of the plan.
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, 1997, 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, 1997, 1996 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 Annual Restricted Securities LTIP All other
Name and Bonus Compensation Stock Underlying Payouts Compensation
Principal Position Year Salary Award(s) Optons/SAR
($) ($) A/ B/ ($) ($) (#) ($) ($) C/
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James L. Ryan 1997 $222,852 $28,857 $16,900 -- -- -- --
Chief Executive Officer/ 1996 $212,238 $23,053 $16,900 -- -- -- --
Vice Chairman of the Board 1995 $192,944 $13,691 $13,000 -- -- -- --
Tom Mantor 1997 $126,300 $15,545 $16,900 -- -- -- --
President/ 1996 $114,300 $6,378 $16,900 -- -- -- --
Chief Operating Officer 1995 $106,766 $3,779 $13,000 -- -- -- --
Leland E. Wines 1997 $115,800 $7,666 -- -- -- -- --
Executive Vice President/ 1996 $110,250 $6,273 -- -- -- -- --
Cashier/Chief Financial Officer 1995 $105,000 $31,325 -- -- -- -- --
Andrea L. Head 1997 $100,000 $103,205 -- -- -- -- --
Senior Vice President/ 1996 $97,500 $5,143 -- -- -- -- --
Real Estate Finance 1995 $89,505 $17,757 -- -- -- -- --
Cal Robie 1997 $100,000 $37,660 $4,200 -- -- -- --
Senior Vice President/ 1996 $48,077 -- $2,100 -- -- -- --
Real Estate Finance 1995 -- -- -- -- -- -- --
<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, 1997 during 1998;
however, the amount of such bonuses earned in fiscal 1997 is not calculable at this time.
(B) Amounts reflect board of director fees paid to such persons.
(C) Other compensation is paid, including profit sharing and matching contributions to the Bank's 401(k) Profit Sharing Plan.
In addition, 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 $25,000 or 10% of the
annual compensation reported for such persons.
</FN>
<PAGE>
</TABLE>
<TABLE>
Stock Options
Options Grants in Last Fiscal Year
The table below sets forth certain information regarding options granted to
executive officers of the Corporation during the last fiscal year.
<CAPTION>
(a) (b) (c) (d) (e)
Percent of
Total Options Exercise
Options Granted to Price
Grant Granted Employees in Per Share Expiration
Name Date (#) Fiscal Year ($/SH) Date
<S> <C> <C> <C> <C> <C>
Cal Robie July 1, 1997 5,500 64.52% $22.05 July 1, 2007
(A) The Board of Directors of the Bank adopted the 1980 Incentive Stock Option Plan
(the "1980 Plan") in March 1980 and the Board of Directors of BWC adopted the 1990
Stock Option Plan (the "1990 Plan") in May 1990. The 1980 Plan terminated on
March 11, 1990, although options granted under the 1980 Plan remain outstanding.
The 1990 Plan was approved by BWC's shareholders at the 1990 and 1991 annual meetings.
</TABLE>
<PAGE>
<TABLE>
OPTIONS EXERCISED AND YEAR-END VALUE TABLE
The table below provides information regarding options exercised in fiscal 1997 by the executive officers
of BWC and the value of such unexercised options as of December 31, 1997.
<CAPTION>
Number of Unexercised Options Value of Unexercised In-The-Money
Options Exercised in Fiscal 19At December 31, 1995 (#) Options at December 31, 1995 ($) (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 4,300 $70,907 47,944 0 $1,314,222 $0
Tom Mantor -- -- 43,162 9,985 $1,151,334 $287,468
Leland E. Wines -- -- 26,734 0 $672,237 $0
Andrea L. Head -- -- 26,734 0 $672,237 $0
Cal Robie -- -- 3,762 8,393 $60,146 $137,120
<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 $1,300 during 1997 for each
regular meetings of the Board of Directors, plus $1,300 for one
non-regular special board meeting attended. In addition, directors, other
than employees of the Bank, received $350 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 $222,852
under the agreement for fiscal 1997 to serve as Chairman 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 $115,800 under the agreement for fiscal 1997 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
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 1998. 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 & Company, 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
$33.00 per share.
FINANCIAL AND STATISTICAL INFORMATION
A copy of BWC's consolidated financial statement as of December 31, 1997,
and for the year then ended is enclosed in this mailing. Additional
copies are available to any shareholder upon request.
SHAREHOLDER PROPOSALS
December 10, 1998, is the deadline for the shareholders to submit
proposals to be considered for inclusion in the proxy statement for BWC's
1999 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.
FORM 10K
BWC'S ANNUAL REPORT FOR 1997 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 18, 1998
Leland E. Wines, Secretary
