NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
OF
BWC FINANCIAL CORP.
TO BE HELD
APRIL 29, 1999 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 22, 1999
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 Thursday, April 29, 1999, 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" those persons 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
______________________________
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 29, 1999
To the Shareholders of BWC Financial Corp.:
The annual meeting of BWC Financial Corp. ("BWC") shareholders will be held
on Thursday, April 29, 1999, 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 15, 1999, will
be entitled to vote at the meeting or any adjournment thereof. BWC's annual
report for the year ended December 31, 1998, 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
Leland E. Wines
Secretary
Approximate mailing date of proxy material: March 22, 1999
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 29, 1999
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 Thursday, April 29, 1999, 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 22, 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 15, 1999, 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 15, 1999, (the "Record Date") will be
entitled to notice of, and to vote at, the meeting. On that date, 2,511,151
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.
<PAGE>
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 15, 1999.
<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, if
cumulative voting is involved as described above under "voting rights".
YEAR FIRST
PRINCIPAL OCCUPATION - ELECTED
DIRECTOR AGE PAST FIVE YEARS A DIRECTOR
Richard G. Hill 62 Owner - R. G. Hill & 1980
Company; a real estate
property management and
brokerage firm in Central
Contra Costa County
Reynold C. Johnson, III 48 President and CEO - 1981
Reynold C. Johnson
Enterprises, Inc., a
real estate development
and investment corporation
Craig Lazzareschi 52 President - Greater Bay 1980
Development Corp.; a real
estate development and
investment company
Tom J. Mantor 44 President - Bank of Walnut 1994
Creek
John F. Nohr 58 President - Woodminster 1981
Company Realtors-Developers
James L. Ryan 65 Chairman and CEO - Bank 1980
of Walnut Creek
John L. Winther 59 President - Delta Wetlands, 1981
Inc.
<PAGE>
The Board of Directors of BWC held twelve regular meetings and one special
meeting during 1998. BWC's Board of Directors had no standing committees
during 1998. 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 1998. 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 1998 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 1998, 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 65 Chief Executive Officer and
Chairman. Has been CEO of the
Bank since its inception in 1979.
Tom J. Mantor 44 President of the Bank since
December 1992. Has been with the
Bank since 1991.
Leland E. Wines 54 Executive Vice President and
Chief Financial Officer of BWC.
Has been with the Bank since
1983.
Andrea L. Head 41 Senior Vice President,
Construction Real Estate. Has
been with the Bank since 1983.
Calvin S. Robie 61 Senior Vice President, Const.
Real Estate. Joined the Bank in
1996.
<PAGE>
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 15, 1999, 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.
Number of
Shares Total Percent
Name of Beneficially Options Share of
Beneficial Owner Owned(A) Vested (B) (A)+ (B) Total (E)
Andrea L. Head 17,919 53,469 71,388 2.42%
Richard G. Hill 137,336 32,210 169,546 5.75%
Reynold C. Johnson III 133,532 32,210 165,742 5.62%
Craig A. Lazzareschi 21,530 32,210 53,740 1.82%
Tom J. Mantor 8,200 91,316 99,516 3.37%
John F. Nohr 44,390 32,210 76,600 2.60%
Cal Robie 2,486 12,386 14,872 0.50%
James L. Ryan 253,250 95,888 349,138 11.83%
Leland E. Wines 37,684 51,269 88,953 3.01%
John L. Winther 33,562 32,210 65,772 2.23%
Officers and Directors
as a group (10 in number)(C) 689,889 465,378 1,155,267 39.15%
The Banc Fund 174,380 -- 174,380 5.91%
BWC 401K Plan (D) 241,093 -- 241,093 8.17%
Total Shares and
Share Equivalents (E) 2,951,080
________________________
(A) Unless otherwise indicated, each person listed has sole
investment and voting power with respect to the shares
listed. Includes all shares beneficially owned, whether
directly or indirectly, individually or together with
associates. Includes shares allocated through the BWC
Employee Stock Ownership Plan and Trust.
(B) Includes any shares of which beneficial ownership may be
acquired within 60 days of March 15, 1998, by the exercise
of stock options.
(C) Includes 465,378 shares subject to options which may be
exercised within 60 days of March 15, 1999.
(D) This plan is administrated by senior management members in
accordance with the terms of the plan.
<PAGE>
(E) Includes all shares issued and outstanding plus the
dilutive effect of shares subject to options which may be
exercised within 60 days of March 15, 1999.
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, 1998, 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, 1998, 1997 and 1996,
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
Options/SAR
Principal Position Year Salary($) ($) A/ ($) B/ Award(s)($) (#) ($) ($) C/
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James L. Ryan 1998 $236,221 $99,000 $19,500 -- -- -- --
Chief Executive Officer/ 1997 $222,852 $28,857 $16,900 -- -- -- --
Chairman of the Board 1996 $212,238 $23,053 $16,900 -- -- -- --
Tom Mantor 1998 $141,300 $30,000 $19,500 -- -- -- --
President/ 1997 $126,300 $15,545 $16,900 -- -- -- --
Chief Operating Officer 1996 $114,300 $6,378 $16,900 -- -- -- --
Leland E. Wines 1998 $121,800 $29,585 -- -- -- -- --
Executive Vice President/ 1997 $115,800 $7,666 -- -- -- -- --
Cashier/Chief Financial Officer 1996 $110,250 $6,273 -- -- -- -- --
Andrea L. Head 1998 $100,000 $71,752 -- -- -- -- --
Senior Vice President/ 1997 $100,000 $103,205 -- -- -- -- --
Real Estate Finance 1996 $97,500 $5,143 -- -- -- -- --
Cal Robie 1998 $100,000 $44,022 -- -- -- -- --
Senior Vice President/ 1997 $100,000 $37,660 -- -- -- -- --
Real Estate Finance 1996 $48,077 -- -- -- -- -- --
<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, 1998 during 1999, however, the amount of such bonuses earned in fiscal 1998 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, theyinclude 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
$25,000 or 10% of the annual compensation reported for such persons.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Stock Options
Options Grants in Last Fiscal Year
The table below sets forth certain information regarding options granted to
executive officers of the Corporation during the last fiscal year.
<S> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
Percent of
Total Options Exercise
Options Granted to Price
Grant Granted Employees in Per Share Expiration
Name Date (#) Fiscal Year ($/SH) Date
None
<FN>
(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.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Options Exercised and Year-end Value Table
The table below provides information regarding options exercised in fiscal 1998 by the
executive officers of BWC and the value of such unexercised options as of December 31, 1998.
<S> <C> <C> <C>
Number of Unexercised Value of Unexercised
Options Exercised Options at at In-The-Money Options
in Fiscal 1998 December 31, 1998 (#) December 31, 1998 ($)(A)
(a) (b) (c) (d) (e)
Shares Value
Acquired On Realized
Name Exercise (#) ($) (A) Exercisable Unexercisable Exercisable Unexercisable
James L. Ryan -- -- 95,888 0 $1,841,604 $0
Tom Mantor -- -- 91,316 14,978 $1,720,449 $283,084
Leland E. Wines 2,200 37,000 51,269 0 $930,334 $0
Andrea L. Head -- -- 53,469 0 $966,316 $0
Cal Robie -- -- 12,386 11,924 $164,367 $149,826
<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. Shares have been adjusted
to reflect the 2 for 1 stock split in July 1998.
</FN>
</TABLE>
<PAGE>
Directors' Fees
Directors of the Bank each received a fee of $1,500 during 1998 for each
regular meetings of the Board of Directors, plus $1,500 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 $236,221 under the
agreement for fiscal 1998 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 $121,800 under the agreement for fiscal 1998 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
<PAGE>
(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 1999. 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 on the NASDAQ exchange. Sutro & Company,
Inc., Hoefer & Arnett Inc. and Ryan Beck & Company, are primary market makers
of the BWC stock. The closing stock price on NASDAQ as of March 15, 1999 was
$19.625.
FINANCIAL AND STATISTICAL INFORMATION
A copy of BWC's consolidated financial statement as of December 31, 1998, and
for the year then ended is enclosed in this mailing. Additional copies are
available to any shareholder upon request.
SHAREHOLDER PROPOSALS
December 10, 1999, is the deadline for the shareholders to submit proposals
to be considered for inclusion in the proxy statement for BWC's 2000 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 1998 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
Leland E. Wines
By: ______________________________ Date: March 22, 1999
Leland E. Wines, Secretary
<PAGE>
