NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
OF
BWC FINANCIAL CORP.
TO BE HELD
APRIL 25, 2000 at 10 A.M.
REGIONAL CENTER FOR THE ARTS
KNIGHT STAGE 3 THEATRE
CIVIC AND LOCUST STREETS
WALNUT CREEK, CALIFORNIA
AND
PROXY STATEMENT
<PAGE>
BWC FINANCIAL CORP.
1400 Civic Drive
Walnut Creek, California 94596
March 24, 2000
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 25, 2000, at 10:00 a.m. at the Regional
Center for the Arts, Knight Stage 3 Theatre, 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) vote on the "Approval of the BWC Financial
Corp. 2000 Stock Option Plan" which provides for both incentive stock
options and non-qualified stock options; (3) ratify the selection of
independent auditors, and (4) 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 recommends a vote "For" those persons. Your
Board of Directors unanimously recommends a vote "For" the approval of the
BWC Financial Corp. 2000 Stock Option Plan, which is intended to promote
the interests of the company by providing a method whereby eligible
individuals who are responsible for the management, growth or financial
success of the company may be offered incentives and rewards that will
encourage them to continue to render services to the company or its
subsidiary corporations. Your Board of Directors unanimously recommends a
vote "For" the election 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, 2000
To the Shareholders of BWC Financial Corp.:
The annual meeting of BWC Financial Corp. ("BWC") shareholders will be held
on Thursday, April 25, 2000, at 10:00 a.m. at the Regional Center for the
Arts, Knight Stage 3 Theatre, 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) approving the "BWC Financial Corp. 2000 Stock Option Plan"
which provides for both incentive stock options and non-qualified stock
options, (3) ratifying the selection of independent auditors, and (4)
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 17, 2000,
will be entitled to vote at the meeting or any adjournment thereof. BWC's
annual report for the year ended December 31, 1999, 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, DATING 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 24, 2000
PLACE OF ANNUAL MEETING: Regional Center for the Arts
Knight Stage 3 Theatre
Civic and Locust Streets
Walnut Creek, California 94596
DATE OF ANNUAL MEETING: April 25, 2000
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 25, 2000, at 10:00 a.m. at the Regional Center for the
Arts, Knight Stage 3 Theatre, 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 24, 2000.
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. 2000 Stock Option Plan. The approval of the BWC Financial Corp. 2000
Stock Option Plan which provides for both incentive stock options and
non-qualified stock options.
3. Independent Auditors. The ratification of the Board of Directors'
selection of independent auditors.
4. 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 17, 2000, 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 17, 2000, (the "Record Date")
will be entitled to notice of, and to vote at, the meeting. On that date,
2,707,853 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 rules 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 proxy holder 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 proxy holders 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.
<PAGE>
Voting Rights
In connection with the election of directors, and in accordance with
applicable California law, 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 17, 2000.
<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 63 Owner - R. G. Hill & 1980
Company; a real estate
property management and
brokerage firm in Central
Contra Costa County
Reynold C. Johnson, III 49 President and CEO - 1981
Pacific Land
Enterprises Inc., a
real estate development
and investment corporation
Craig Lazzareschi 53 President - Greater Bay 1980
Development Corp.; a real
estate development and
investment company
Tom J. Mantor 45 President - Bank of Walnut 1994
Creek
John F. Nohr 59 President - Woodminster 1981
Company Realtors-Developers
James L. Ryan 66 Chairman and CEO - Bank 1980
of Walnut Creek and BWC
John L. Winther 60 President - Delta Wetlands, 1981
Inc.
The Board of Directors of BWC held twelve regular meetings and two
special meetings during 1999. BWC's Board of Directors had no standing
committees during 1999. 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 1999. 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 1999 as noted: Loan Committee: Messrs.
Hill, Lazzareschi, Ryan, Johnson, Nohr and Mantor. Investment Committee:
Messrs. Ryan, Nohr, and Johnson with Mr. Wines an ex-officio member;
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
persons for BWC's and the Bank's Boards of Directors.
During 1999, the Board of Directors of the Bank met 14 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 BANK
AND PRINCIPAL OCCUPATION
OFFICER AGE DURING THE PAST FIVE YEARS
James L. Ryan 66 Chief Executive Officer
and Chairman. Has been CEO of
the Bank since its inception in
1979.
Tom J. Mantor 45 President of the Bank
since December 1992. Has been
with the Bank since 1991.
Leland E. Wines 55 Executive Vice President and
Chief Financial Officer of BWC.
Has been with the Bank since
1983.
Andrea L. Head 42 Senior Vice President,
Construction Real Estate. Has
been with the Bank since 1983.
Calvin S. Robie 61 Senior Vice President,
Construction Real Estate. Has
been with the Bank since 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 17, 2000, 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 Beneficial Options ESOP Shares of
Beneficial Owner Owned(A) Vested(B) Shares (A)+(B) Total(E)
Andrea L. Head 21,259 32,210 18,368 71,837 2.38%
Richard G. Hill 169,546 -- -- 169,546 5.61%
Reynold C. Johnson III 144,532 22,210 -- 166,742 5.52%
Craig A. Lazzareschi 51,782 -- -- 51,782 1.71%
Tom J. Mantor 12,079 84,230 8,480 104,789 3.47%
John F. Nohr 44,668 32,210 -- 76,878 2.55%
Cal Robie -- 17,248 3,121 20,369 0.67%
James L. Ryan 203,590 95,888 50,215 349,693 11.58%
Leland E. Wines 32,131 32,210 25,121 89,462 2.96%
John L. Winther 70,772 -- -- 70,772 2.34%
Officers and Directors
as a group (10 in numb 750,359 316,206 1,171,870 38.80%
The Banc Fund 224,429 -- -- 224,429 7.43%
BWC ESOP Plan (D) 253,199 -- -- 253,199 8.38%
Total Shares and
Share Equivalents (E) 3,020,578
________________________
<PAGE>
(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 17, 2000, by the
exercise of stock options.
(C) Substantially all eligible, salaried employees of the
Corporation are covered by an Employee Stock Ownership
and Savings Plan. Employees may, up to prescribed
limits, contribute to the plan. Portions of such
contributions are matched by the Corporation. The
Corporation also may elect to make a discretionary
contribution to the plan based on the Corporation's
earnings. The expense for this plan, for both matching
and discretionary contributions, was $303,000 in 1999.
Amounts vary from year to year based on such factors as
employees entering and leaving the plan, profits earned
by the Corporation, and variances of estimates from the
final results. This plan is administered by senior
management members in accordance with the terms of the
plan.
(C) Includes all shares issued and outstanding plus the
dilutive effect of shares subject to options which may be
exercised within 60 days of March 17, 2000.
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, 1999, all Section 16(a) filing requirements
applicable to its officers, directors, and 10-percent
shareholders have been satisfied.
<PAGE>
<TABLE>
Remuneration and Other Transactions with Management - Summary Compensation Table
The following table shows for the three fiscal years ended December 31, 1999, 1998 and 1997,
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 All other
Bonus Compensation Stock Underlying LTI Compensation
Name and Options/ Payouts
Principal Position Year Salary (A) (B) Award(s) SAR (#) (C)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James L. Ryan 1999 $ 270,000 $ 118,896 $ 27,500 -- -- -- --
Chief Executive Officer 1998 $ 236,221 $ 99,000 $ 19,500 -- -- -- --
Chairman of the Board 1997 $ 222,852 $ 28,857 $ 16,900 -- -- -- --
Tom Mantor 1999 $ 155,000 $ 71,120 $ 21,000 -- -- -- --
President/ 1998 $ 141,300 $ 30,000 $ 19,500 -- -- -- --
Chief Operating Officer 1997 $ 126,300 $ 15,545 $ 16,900 -- -- -- --
Leland E. Wines 1999 $ 130,000 $ 30,653 $ -- -- -- -- --
Executive Vice Presiden 1998 $ 121,800 $ 29,585 $ -- -- -- -- --
Cashier/Chief Financial 1997 $ 115,800 $ 7,666 $ -- -- -- -- --
Andrea L. Head 1999 $ 100,000 $ 126,681 $ -- -- -- -- --
Senior Vice President/ 1998 $ 100,000 $ 71,752 $ -- -- -- -- --
Real Estate Finance 1997 $ 100,000 $ 103,205 $ -- -- -- -- --
Cal Robie 1999 $ 100,000 $ 71,373 $ -- -- -- -- --
Senior Vice President/ 1998 $ 100,000 $ 44,022 $ -- -- -- -- --
Real Estate Finance 1997 $ 100,000 $ 37,660 $ -- -- -- -- --
<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, 1999 during 2000;
however, the amount of such bonuses earned in fiscal 1999 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 ESOP and Profit Sharing Plan.
In addition, 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 $25,000 or 10% of the annual compensation
reported for such persons.
</FN>
</TABLE>
<PAGE>
<TABLE>
Options Grants in Last Fiscal Year
The table below sets forth certain information regarding options granted to
executive officers of the Corporation during the last
fiscal year.
<CAPTION>
(a) (b) (c) (d) (e)
Percent of
Total Options Exercise
Options Granted to Price
Employees in Per Share Expiration
Name Grant Date Granted (#) Fiscal Year ($/SH) Date
<S> <C> <C> <C> <C> <C>
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>
Options Exercised and Year-end Value Table
The table below provides information regarding options exercised in fiscal 1999 by the
executive officers of BWC and the value of such unexercised options as of December 31, 1999.
<CAPTION>
Number of Unexercised Value of Unexercised
Options Exercised Options at In-the-money Options
in Fiscal 1999 (#) December 31, 1999 (#) December 31, 1999 ($)(A)
(a) (b) (c) (d) (e)
Shares Value
Acquired On Realized
Name Exercise (#) ($) (A) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
James L. Ryan -- -- 95,888 0 $ 1,601,885 $ --
Tom Mantor 12,079 $ 45,000 84,230 9,985 $ 1,383,476 $ 163,754
Leland E. Wines 2,500 $ 14,100 48,769 0 $ 930,334 $ --
Andrea L. Head 450 $ 2,538 53,019 0 $ 966,316 $ --
Cal Robie -- -- 17,248 7,062 $ 164,367 $ 69,336
<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 $1,500, except for the
Chairman who received $2,000, during 1999 for each regular meeting of the
Board of Directors, plus the same fee for two non-regular special board
meetings 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 $270,000 under
the agreement for fiscal 1999 to serve as Chairman and Chief Executive
Officer of the Bank and may receive a bonus or bonuses as determined by the
Bank, in its discretion. Mr. Ryan is also entitled to a car allowance, to
membership in a country club and to participate in all employee benefit
plans that may be adopted by the Bank. 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 $130,000 under the agreement for fiscal 1999 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.
<PAGE>
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.
<PAGE>
ITEM NUMBER 2: APPROVAL OF THE BWC
FINANCIAL CORP. 2000 STOCK OPTION PLAN
In 1990, the shareholders approved the BWC Financial Corp. 1990 Stock
Option Plan (the "1990 Plan"). The 1990 Plan has been in place for the
past 10 years but, by its terms, expires this year. Management believes
that it is in the best interests of BWC, and its shareholders, that it
adopt a new stock option plan for its employees, directors and certain
consultants. If approved, the effective date of the new plan will be March
28, 2000, the date of approval by the Board, and the 1990 Plan will
terminate on that date. If the new plan is not approved, the 1990 Plan
will terminate on May 22, 2000.
The Board of Directors has now adopted, subject to approval by the
shareholders, the BWC Financial Corp. 2000 Stock Option Plan (the "2000
Plan"). The 2000 Plan is intended to promote the interests of the company
by providing a method whereby eligible individuals who are responsible for
the management, growth or financial success of the company may be offered
incentives and rewards that will encourage them to continue to render
services to the company or its subsidiary corporations.
The terms of the 2000 Plan are similar to those of the 1990 Plan. A full
copy of the 2000 Plan is available to all shareholders upon written request
to the Corporate Secretary, BWC Financial Corp., 1400 Civic Drive, Walnut
Creek, CA 94596.
Under the 2000 Plan, options may be granted to full-time salaried employees
of the company, or its subsidiary corporations, certain consultants engaged
by the company (whether or not they are officers or members of the board)
and members of the board, whether or not they are employees. Options may
be granted in amounts, at times and upon certain terms, as determined by
the board, or by a committee appointed by the board.
The following is only intended to summarize a few of the terms of the 2000
Plan, and the summary is not a substitute for reviewing the entire 2000
Plan.
A. Options may be granted under the 2000 Plan at any time during the 10-
year term of the plan.
B. The aggregate number of issuable shares under the plan shall not
exceed 15% of the issued and outstanding shares from time to time.
C. Options granted to officers and other employees may be either
incentive stock options or non-statutory options in the discretion of
the board, but options granted to non-employee directors must be non-
statutory (non-qualified) options.
D. The option price for all shares shall be 100% of the fair market
value of a share of the company's common stock as of the date of
grant of the option.
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The grant of options under the 2000 Plan will not result in taxable income
to the recipient, nor result in a deduction to the Bank at the time of
grant. In general, an optionee who exercises a non-statutory option will
recognize ordinary income in an amount equal to the excess of the fair
market value of the shares at the time of exercise over the option price
for such shares, and the bank will be entitled to a deduction in the same
amount at that time. In general, the exercise of an incentive stock option
will not result in any tax consequences, with the possible exception of
alternative minimum tax, at the time of exercise.
Management recommends approval of the 2000 Plan. Approval of the 2000 Plan
requires approval of a majority of all shares represented and voting at the
meeting.
ITEM NUMBER 3: RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has selected Arthur Andersen & Co. as independent
auditors for BWC for the year 2000. 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 4: 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.
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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,
2000 was $20.00.
FINANCIAL AND STATISTICAL INFORMATION
A copy of BWC's consolidated financial statement as of December 31, 1999,
and for the year then ended is enclosed in this mailing. Additional copies
are available to any shareholder upon request.
SHAREHOLDER PROPOSALS
December 10, 2000, is the deadline for the shareholders to submit proposals
to be considered for inclusion in the proxy statement for BWC's 2001 annual
shareholders meeting. In addition, if BWC receives a shareholder proposal
for the 2001 annual meeting less than 45 days before the date on which the
proxy statement for the preceding annual meeting is mailed to shareholders,
then the persons named as proxies for such annual meeting will have
discretionary authority to vote on such matters.
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 1999 ON FORM 10K, WHICH IS REQUIRED TO BE FILED
WITH THE SECURITIES AND 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: Leland E. Wines, Secretary Date: March 24, 2000
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