<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Trico Bancshares
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - --------------------------------------------------------------------------------
(3) Filing Party:
- - --------------------------------------------------------------------------------
(4) Date Filed:
- - --------------------------------------------------------------------------------
<PAGE> 2
TRICO BANCSHARES
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 16, 1995
6:00 P.M.
To the Shareholders:
The Annual Meeting of Shareholders of TriCo Bancshares, a California
corporation (the "Company"), will be held on Tuesday, May 16, 1995, at 6:00
p.m., at the Park Plaza Branch of Tri Counties Bank located at 780 Mangrove
Avenue, Chico, California, for the following purposes:
1. To elect a Board of Directors to serve until the next Annual
Meeting of Shareholders and until their successors have been duly elected
and qualified;
2. To approve the Company's 1995 Incentive Stock Option Plan.
3. To ratify the appointment of Arthur Andersen LLP as the independent
public accountants of the Company for 1995; and
4. To consider such other business as may properly come before the
meeting.
The names of the Board of Directors' nominees to be directors of the
Company are set forth in the accompanying Proxy Statement and are incorporated
herein by reference.
Section 15 of the By-Laws of the Company provides for the nomination of
directors as follows:
Nomination for election of members of the Board of Directors may be
made by the Board of Directors or by any shareholder of any outstanding
class of capital stock of the Corporation entitled to vote for the
election of directors. Notice of intention to make any nominations
shall be made in writing and shall be delivered or mailed to the
President of the Corporation not less than twenty-one (21) days nor
more than sixty (60) days prior to any meeting of shareholders called
for the election of directors; provided, however, that if less than
twenty-one (21) days' notice of the meeting is given to shareholders,
such notice of intention to nominate shall be mailed or delivered to
the President of the Corporation not later than the close of business
on the tenth (10th) day following the day on which the notice of
meeting was mailed; provided further, that if notice of such meeting is
sent by third-class mail as permitted by Section 6 of these By-Laws, no
notice of intention to make nominations shall be required. Such
notification shall contain the following information to the extent
known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the number of shares of capital stock of the corporation
owned by each proposed nominee; (d) the name and residence address of
the notifying shareholder; and (e) the number of shares of capital
stock of the corporation owned by the notifying shareholder.
Nominations not made in accordance herewith may, in the discretion of
the Chairman of the meeting, be disregarded and upon the Chairman's
instructions, the inspectors of election can disregard all votes cast
for each such nominee. A copy of this paragraph shall be set forth in a
notice to shareholders of any meeting at which Directors are to be
elected.
Only shareholders of record at the close of business on March 24, 1995, are
entitled to notice of and to vote at the Annual Meeting and any postponement or
adjournment thereof.
By Order of the Board of Directors,
Douglas F. Hignell
Secretary
Chico, California
April 20, 1995
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE> 3
PROXY STATEMENT
OF
TRICO BANCSHARES
15 INDEPENDENCE CIRCLE
CHICO, CALIFORNIA 95926
INFORMATION CONCERNING THE SOLICITATION
The enclosed proxy is solicited by and on behalf of the Board of Directors
of TriCo Bancshares, a California corporation (the "Company"), for use at the
Annual Meeting of Shareholders to be held on Tuesday, May 16, 1995, at the time
and place and for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders, and at any postponement or adjournment thereof. Only
holders of record of Common Stock of the Company at the close of business on
March 24, 1995 (the "Record Date"), are entitled to notice of and to vote at the
Annual Meeting. At the close of business on March 24, 1995, there were 3,015,472
shares outstanding of the Company's Common Stock (the "Common Stock"). This
Proxy Statement and the form of proxy will be first mailed to shareholders on or
about April 20, 1995.
Holders of Common Stock are entitled to one vote for each share held except
that in the election of directors each shareholder has cumulative voting rights
and is entitled to as many votes as shall equal the number of shares held by him
or her multiplied by the number of directors to be elected and he or she may
cast all of his or her votes for a single candidate or distribute his or her
votes among any or all of the candidates he or she chooses. However, no
shareholder shall be entitled to cumulate votes (in other words, cast for any
candidate a number of votes greater than the number of shares of stock held by
such shareholder) unless such candidate or candidates' names have been properly
placed in nomination prior to the voting and such shareholder has given notice
at the meeting prior to the voting of the shareholder's intention to cumulate
his or her votes. If any shareholder has given such notice, all shareholders may
cumulate their votes for candidates in nomination. An opportunity will be given
at the Annual Meeting prior to the voting for any shareholder who desires to do
so, to announce his or her intention to cumulate his or her votes. The Board of
Directors is soliciting discretionary authority to vote proxies cumulatively.
Any person giving a proxy in the form accompanying this statement has the
power to revoke or suspend it prior to its exercise. Such revocation may be
effected by the person who has executed such proxy taking any one of the
following actions: filing a written instrument revoking said proxy with the
Secretary of the Company; filing with the Secretary at the Annual Meeting a duly
executed proxy bearing a later date; or attending the Annual Meeting and
electing to vote in person.
The Company will bear the entire cost of preparing, assembling, printing
and mailing proxy materials furnished by the Board of Directors to shareholders.
Copies of proxy materials will be furnished to brokerage houses, fiduciaries and
custodians to be forwarded to the beneficial owners of the Common Stock. In
addition to the solicitation of proxies by use of the mail, some of the
officers, directors and regular employees of the Company may (without additional
compensation) solicit proxies by telephone or personal interview, the cost of
which the Company will bear.
Unless marked to the contrary, proxies shall be voted to elect the nominees
to the Board of Directors named herein, for approval of the Company's 1995
Incentive Stock Option Plan and for ratification of the appointment of Arthur
Andersen LLP as the Company's independent public accountants for the current
fiscal year.
<PAGE> 4
As of March 24, 1995, the only shareholders known by the Company to be the
beneficial owners of more than five percent (5%) of the shares of the Company's
Common Stock then outstanding were the TriCo Bancshares Employee Stock Ownership
Plan and Trust (the "ESOP"). The following table gives stock ownership
information for these five percent or greater shareholders, each current
director of the Company and all officers and directors of the Company as a
group:
<TABLE>
<CAPTION>
STOCK OWNERSHIP STOCK OWNERSHIP
NOT INCLUDING INCLUDING STOCK
STOCK OWNED AS OWNED AS A TRUSTEE
A TRUSTEE OF THE ESOP OF THE ESOP
--------------------------------- ----------------------------------
AMOUNT OF AMOUNT OF
SHARES PERCENT OF SHARES PERCENT OF
NAME AND ADDRESS OF BENEFICIALLY SHARES BENEFICIALLY SHARES
BENEFICIAL OWNER OWNED OUTSTANDING OWNED OUTSTANDING
- - ----------------------------------------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
TriCo Bancshares 233,413(1) 7.74 233,413(1) 7.74
Employee Stock Ownership Plan and Trust
15 Independence Circle
Chico, CA 92926
Everett B. Beich 31,565(2)(3) 1.04 31,565(2)(3) 1.04
William J. Casey 170,525(2)(4) 5.64 170,525(2)(4) 5.64
660 Manzanita Court
Suite 1
Chico, CA 95926
DeWayne E. Caviness, M.D. 36,952(2)(5) 1.22 36,952(2)(5) 1.22
Craig S. Compton 25,625(2)(6) * 25,625(2)(6) *
Richard C. Guiton 17,516 * 17,516 *
Sankey M. Hall, Jr. 26,189(2)(7) * 26,189(2)(7) *
Douglas F. Hignell 28,234(8) * 261,647(8)(15) 8.65
Brian D. Leidig 23,248(9) * 23,248(9) *
Wendell J. Lundberg 69,885(10) 2.32 69,885(10) 2.32
Donald E. Murphy 90,527(2)(11) 3.00 90,527(2)(11) 3.00
Rodney W. (Rick) Peterson 84,757(2)(12) 2.80 84,757(2)(12) 2.80
Robert H. Steveson 95,013(13) 3.11 328,426(13)(15) 10.85
Alex A. Vereschagin, Jr. 37,628(2) 1.24 271,041(2)(15) 8.98
All Current Directors and Executive
Officers as a group (19 persons) 786,326(2-14) 24.79 1,019,739(2-15) 32.15
</TABLE>
- - ---------------
* Less than 1% of class.
(1) The Employee Stock Ownership Plan and Trust Agreement provides that each
participant in the ESOP shall be entitled to direct the ESOP Trustees as to
the manner in which the shares allocated to the account of such participant
are to be voted. As to shares which are not allocated to participants
accounts, the Advisory Committee shall direct the Trustees as to how to
vote such shares. As of December 31, 1994, of the 233,413 shares held by
the Trust, participants in the Plan were entitled to direct the voting of
224,280 shares. Of the total, 33,006 shares had been allocated to the
accounts of officers of the Company.
(2) Includes 8,887 shares for each director other than Messrs. Casey, Guiton,
Hignell, Leidig, Lundberg, Murphy, Peterson or Steveson for which options
are currently exercisable under the Company's 1989 Non-Qualified Stock
Option Plan (see "Compensation of Directors"). Also includes 2,800 shares
for each director other than Messrs. Guiton, Hignell, Leidig, Lundberg or
Steveson for which options are currently exercisable under the Company's
1993 Non-Qualified Stock Option Plan (see "Compensation of Directors").
(3) Includes 1,744 shares held by Mr. Beich as custodian for his minor
grandchildren, 498 shares owned by Mr. Beich's wife and 50 shares held by
Mrs. Beich, as custodian for her minor grandchildren.
2
<PAGE> 5
(4) Includes the 156,649 shares owned by Mr. William Casey's parents, Donald J.
and Audree Casey, as trustees of the Casey Family Trust, of which Mr.
William Casey is a beneficiary. Also includes 7,887 shares for which
options are currently exercisable under the Company's 1989 Non-Qualified
Stock Option Plan (see "Compensation of Directors").
(5) Includes 860 shares held by Dr. Caviness in joint tenancy with his
children.
(6) Includes 7,390 shares held by Mr. Compton as Executor of the Estate of
Gerald H. Compton.
(7) Includes 139 shares owned by Mr. Hall's wife.
(8) Includes 11,762 shares held by Hignell & Hignell, Inc., of which Mr.
Hignell is a partner. Also includes 3,555 shares for which options are
currently exercisable under the Company's 1989 Non-Qualified Stock Option
Plan and 1,512 exercisable under the 1993 Non-Qualified Stock Option Plan
(see "Compensation of Directors").
(9) Includes 18,356 shares held by Parlay Investments, Inc., of which Mr.
Leidig is President and Chief Executive Officer. Also includes 1,778 shares
for which options are currently exercisable under the Company's 1989
Non-Qualified Stock Option Plan and 1,680 exercisable under the 1993
Non-Qualified Stock Option Plan (see "Compensation of Directors").
(10) Includes 2,887 shares held by Mr. Lundberg as custodian for his minor
children.
(11) Includes (i) 7,785 shares owned by the J.H. McKnight Ranch, of which Mr.
Murphy is Vice President and (ii) 57,597 shares held by Mr. Murphy and his
wife as co-trustees of the Blavo Trust. Also includes 3,387 shares for
which options are currently exercisable under the Company's 1989
Non-Qualified Stock Option Plan (see "Compensation of Directors").
(12) Includes 18,150 shares held by Peterson Farming, Inc., of which Mr.
Peterson is President, 4,993 shares held by PM Dusters, of which Mr.
Peterson is President, 4,993 shares held by Rodrick Ranch, Inc., of which
Mr. Peterson is Vice President, and 4,266 shares for which options are
currently exercisable under the Company's 1989 Non-Qualified Stock Option
Plan (see "Compensation of Directors").
(13) Includes 317 shares held by Mr. Steveson's wife, 8 shares held by Mr.
Steveson's minor son, and 8 shares held by Mr. Steveson's minor daughter.
Includes 22,218 shares for which options held by Mr. Steveson are currently
exercisable under the Company's 1989 Qualified Incentive Stock Option Plan
and 16,800 shares under the 1993 Non-Qualified Stock Option Plan.
(14) Includes 15,774 shares held by Mrs. Jones, 12,442 shares for Mr. Taresh for
which options are currently exercisable under the Company's 1989 Qualified
Incentive Stock Option Plan and 5,600 shares for Mrs. Jones and 5,600
shares for Mr. Taresh under the 1993 Non-Qualified Stock Option Plan.
Includes 2,800 shares held by Mrs. Jones as custodian for her
grandchildren. Includes 2,800 shares for Mr. Stanberry currently
exercisable under the Company's 1993 Non-Qualified Stock Option Plan.
Includes 3,646 shares held by Mr. Taresh as trustee for his Father-in-law's
trust.
(15) Includes 233,413 shares held by the Employee Stock Ownership Plan and Trust
of which Messrs. Steveson, Hignell and Vereschagin are trustees (21,313
shares of which have been allocated to Mr. Steveson's account under the
Employee Stock Ownership Plan).
3
<PAGE> 6
Certain members of the Board of Directors are beneficial owners of shares
of Series B Preferred Stock of the Company. The following table sets forth
information with respect to their beneficial ownership of Series B Preferred
Stock as of March 24, 1995, as well as by the current officers and directors of
the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME BENEFICIALLY OWNED TOTAL
------------------------------------------------------ ------------------ ----------
<S> <C> <C>
Everett B. Beich...................................... 100 1.25
William J. Casey...................................... 60(1) *
Sankey M. Hall, Jr.................................... 163 2.04
Joan Jones............................................ 16 *
Carroll Taresh........................................ 8 *
All current directors and officers as a group
(19 in number)...................................... 362 4.53
</TABLE>
- - ---------------
* Less than 1% of class
(1) Includes 60 shares held by Mr. Casey's mother.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS OF THE COMPANY
The By-Laws of the Company provide a procedure for nomination for election
of members of the Board of Directors, which procedure is printed in full on the
Notice of Annual Meeting of Shareholders accompanying this Proxy Statement.
Nominations not made in accordance therewith may be disregarded by the Chairman
of the meeting and upon his instruction, the inspectors of election shall
disregard all votes cast for such nominee(s). In addition the By-Laws of the
Company provide that no person may serve as a director of the Company who is
seventy-five (75) years of age or older at the time of election.
In the absence of instruction to the contrary, all proxies will be voted
for the election of the following twelve (12) nominees recommended by the Board
of Directors. All nominees are incumbent directors of the Company and its
subsidiary, Tri Counties Bank (the "Bank"). If any of the nominees should
unexpectedly decline or be unable to act as a director, the proxies may be voted
for a substitute nominee to be designated by the Board of Directors. The Board
of Directors has no reason to believe that any nominee will become unavailable
and has no present intention to nominate persons in addition to or in lieu of
those named below. Notwithstanding the foregoing, if one or more persons, other
than those named below, are nominated as candidates for the office of director,
the proxies may be voted in favor of any one or more of the twelve nominees
named below to the exclusion of others, and in such order of preference as the
Board of Directors may determine in its discretion. Except as set forth in this
paragraph, the proxies solicited hereby may not be voted for the election of any
person as a director who is not named in this Proxy Statement. Each person
elected as a director will hold office until the next Annual Meeting of
Shareholders and until his successor is elected and qualified.
4
<PAGE> 7
The following table sets forth certain information with respect to each
person nominated by the Board of Directors for election as a director:
<TABLE>
<CAPTION>
POSITIONS AND OFFICES DIRECTOR
NOMINEE AGE HELD WITH THE COMPANY SINCE(1)
- - ------------------------------ --- ----------------------------------------- --------
<S> <C> <C> <C>
Everett B. Beich.............. 68 Vice Chairman of the Board and Director 1974
William J. Casey.............. 50 Director 1989
DeWayne E. Caviness, M.D...... 61 Director 1974
Craig S. Compton.............. 39 Director 1989
Richard C. Guiton............. 61 Director 1994
Douglas F. Hignell............ 52 Secretary and Director 1975
Brian D. Leidig............... 55 Director 1989
Wendell J. Lundberg .......... 64 Director 1974
Donald E. Murphy.............. 59 Director 1974
Rodney W. (Rick) Peterson..... 68 Director 1990
Robert H. Steveson............ 58 President, Chief Executive Officer and 1975
Director
Alex A. Vereschagin, Jr....... 59 Chairman of the Board and Director 1974
</TABLE>
- - ---------------
(1) Includes the period of time during which each director was a director of the
Bank prior to the formation of the Company.
The following table sets forth certain information with respect to the
executive officers of the Company and the Bank as of March 31, 1995:
<TABLE>
<CAPTION>
EXECUTIVE
POSITIONS AND OFFICES HELD WITH OFFICER
NAME AGE THE COMPANY AND THE BANK SINCE(1)
- - ------------------------------ --- --------------------------------------- ---------
<S> <C> <C> <C>
Robert H. Steveson............ 58 President, Chief Executive Officer and 1975
Director of both the Company and the
Bank
Joan Jones.................... 58 Executive Vice President of the 1979
Company/Executive Vice President and
Chief Administrative Officer of the
Bank
Carroll Taresh................ 57 Executive Vice President and Chief 1988
Operating Officer of the Bank
Robert M. Stanberry........... 55 Vice President and Chief Financial 1991
Officer of the Company and the Bank
Glyn Bythell.................. 67 Senior Vice President and Loan 1993
Administrator of the Bank
John P. Dunlap................ 52 Vice President and General Counsel 1994
Richard P. Smith.............. 37 Vice President and Chief Information 1993
Officer
</TABLE>
- - ---------------
(1) Includes the period of time during which each executive officer served as a
principal officer of the Bank.
Each of the executive officers serves on an annual basis and must be
elected by the Board of Directors annually pursuant to the By-Laws of the
Company.
No executive officer or director nominee of the Company has any arrangement
or understanding with any other person pursuant to which he or she was or is to
be elected as an officer or director of the Company. Mr. Steveson is the
father-in-law of Richard Smith. No other executive officer or director of the
Company has any family relationship with any other executive officer or director
of the Company.
5
<PAGE> 8
The principal occupations of each director nominee and executive officer
during the past five years were as follows:
Everett B. Beich is the President and owner of Beich Company, a real estate
development company.
Glyn Bythell became Senior Vice President and Loan Administrator of the
Bank on July 1, 1993. Mr. Bythell was employed by First Interstate Bank from
1957 until his retirement in 1992. During Mr. Bythell's last six years with
First Interstate he served as Senior Vice President/Senior Credit Administrator
of their Central Valley Division.
William J. Casey has been a self-employed health care consultant since
1986. He serves on the Board of Summit Care Corporation of Burbank, California.
DeWayne E. Caviness, M.D. is a physician and surgeon, a partner of the
Mangrove Medical Group.
Craig S. Compton is President, General Manager and a pilot for AVAG, Inc.,
an aerial application business.
John P. Dunlap became Vice President and General Counsel in June 1994. From
1987 until May 1994, Mr. Dunlap was partner in the law firm of Dunlap & Belton,
a professional corporation. Prior to 1987, Mr. Dunlap was a sole practitioner in
John P. Dunlap, a law corporation.
Richard C. Guiton is President and General Manager of Guiton's Pool Center,
Inc., a swimming pool construction and supply company.
Douglas F. Hignell is a principal, managing partner, and/or officer of
Hignell & Hignell Investments and Hignell & Hignell, Inc. and its subsidiaries,
Hignell & Hignell Property Management and Hignell & Hignell Realtors, real
estate development, management and brokerage concerns.
Joan Jones became Executive Vice President of the Company on December 1,
1989, and has served as Executive Vice President and Chief Administrative
Officer of the Bank since 1986. Mrs. Jones served as Vice President of the
Company from 1984 to 1989, Senior Vice President of the Bank from 1981 to 1986,
as Vice President of the Bank from 1979 to 1981, and as Assistant Vice President
of the Bank from 1975 to 1979.
Brian D. Leidig is President and Chief Executive Officer of Parlay
Investments, Inc., a privately owned real estate development and investment
company.
Wendell J. Lundberg is the owner and operator of rice and grain farming
operations in Richvale, California.
Donald E. Murphy is Vice President and General Manager of J.H. McKnight
Ranch, Inc.
Rodney W. ("Rick") Peterson is a self-employed farmer; President of
Peterson Farming, Inc., Vice President of Rodrick Ranch, Inc., and President of
P.M. Dusters, Inc., an agricultural flying service.
Richard Smith became Vice President and Chief Information Officer of the
Bank on November 15, 1994. Mr. Smith served as Vice President -- Supermarket
Banking from June 1993 to November 1994. From 1992 to June 1993, Mr. Smith was
Operations Manager at Lucky Fruit Produce. In 1991 Mr. Smith was a Systems
Analyst for Safeway. Prior to that from 1980 to 1991, Mr. Smith served as
Executive Vice President of JC Produce Company.
Robert Stanberry became Vice President and Chief Financial Officer of the
Company and the Bank on July 1, 1993. Mr. Stanberry served as Controller of Tri
Counties Bank from May 21, 1990. From 1981 until March of 1989, Mr. Stanberry
was treasurer and chief financial officer of Dole Nut Company, a food processing
company. From March 1989 to March 1990, Mr. Stanberry was chief financial
officer of Empire Financial Corporation, a paint manufacturer.
Robert H. Steveson became President and Chief Executive Officer of the Bank
in July 1975 and of the Company in October 1981.
6
<PAGE> 9
Carroll Taresh became Executive Vice President and Chief Operating Officer
of the Bank in December 1989. Mr. Taresh served as Senior Vice President of the
Bank from January 1989, Regional Vice President from 1986 through 1988, and
Manager of the Bank's Willows Office from 1976 through 1986.
Alex A. Vereschagin, Jr. is a self-employed farmer and General Manager of
Vereschagin Oil Company, petroleum distributors; Secretary and Treasurer of
Plaza Farms; a partner in the Talbot Vereschagin Ranch; President and Chief
Executive Officer of Orland Orange Growers Association; and a partner in the
Vereschagin Company, which engages in real estate rental.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has established a standing Audit
Committee of the Company and a standing Audit Committee of the Bank. The members
of both Committees are Messrs. Hall, the Chairman; Casey, Guiton, Lundberg,
Murphy, Peterson and Vereschagin. The Board of Directors of the Company has not
established a standing Nominating Committee. For information on the Compensation
Committee, please refer to the section entitled "Report by the Compensation
Committee" contained herein.
The Audit Committee of the Company met two times during 1994. The Audit
Committee of the Bank met four times during 1994. The functions of the Audit
Committees of the Company and the Bank are to recommend the appointment of and
to oversee a firm of independent public accountants whose duty is to audit the
books and records of the Company and the Bank for the fiscal year for which they
are appointed, to monitor and analyze the results of internal audit and
regulatory examinations, and to monitor the Company's and the Bank's financial
and accounting organization and financial reporting.
During the year ended December 31, 1994, the Board of Directors of the
Company met on 16 occasions. The Board of Directors of the Bank held 14 meetings
during the year ended December 31, 1994.
All directors of the Company and the Bank attended at least 75% of the
meetings of the Board of Directors of both the Company and the Bank and the
meetings of the committees on which each director served.
EXECUTIVE COMPENSATION
The following Summary Compensation Table includes individual compensation
information on the Chief Executive Officer and the two other most highly paid
executive officers, earning in excess of $100,000 for services rendered in all
capacities during the fiscal year ended December 31, 1994.
7
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-----------------------
ANNUAL COMPENSATION NUMBER OF
FISCAL ------------------------ STOCK ALL OTHER
YEAR NAME PRINCIPAL POSITION SALARY(1) BONUS OPTIONS(2) COMP.(3)
- - ------ ------------------- ------------------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
1994 Robert H. Steveson President, CEO, and $350,000.00 $95,085.00 39,018.00 $12,169.15
1993 Director of the 308,700.00 79,000.00 24,494.40 18,806.20
1992 Company and Bank 294,000.00 79,000.00 4,350.00 18,758.29
1994 Carroll Taresh Executive Vice 100,320.00 29,618.00 18,042.40 11,342.64
1993 President and Chief 95,544.00 23,660.00 14,682.40 8,701.14
1992 Operating Officer 91,000.08 19,347.00 3,480.00 8,323.76
of the Bank
1994 Joan Jones Executive Vice 94,500.00 27,900.00 21,374.40 9,887.14
1993 President of the 90,000.00 22,286.00 20,014.40 9,240.49
1992 Company/Executive 85,716.00 14,694.00 3,480.00 8,773.13
Vice President and
Chief Administrative
Officer of the Bank
</TABLE>
- - ---------------
(1) The named executive officers received other personal benefits from the
Company in the form of payments made by the Company for premiums for health
insurance, life insurance, long-term disability insurance and dental
insurance, as well as use of a Company owned automobile. Also, Carroll
Taresh and Robert Steveson received a membership to the Butte Creek Country
Club. The total amount of such compensation did not exceed the lessor of
either $50,000 or 10 percent of the total of annual salary and bonus
reported for each of the named executive officers.
(2) All stock options listed in this section were grants pursuant to the 1989
Qualified Incentive Stock Option Plan, and the 1993 Non-Qualified Stock
Option Plan, as adjusted for stock dividends.
(3) All compensation under this section is comprised of two components: (a)
compensation from Company contributions to the TriCo Bancshares Employee
Stock Ownership Plan (the "ESOP Plan") (the amount in a participant's
account generally vests over a seven-year period); and (b) interest credits
on deferred compensation in 1993 pursuant to the Supplemental Executive
Retirement Plan that are considered by the Securities and Exchange
Commission to be at above-market rates.
The SEC rule regarding stock option disclosure requires a tabular
presentation of the total number of stock options held by executive officers at
year-end, distinguishing between options that are vested, meaning exercisable
now, and unvested, which means becoming exercisable at various times in the
future, and including the aggregate amount by which the market value of the
option shares exceeds the exercise price at the end of the fiscal year. The
stock options issued to the Chief Executive Officer and the two other most
highly compensated officers under the Incentive Stock Option Plan were granted
for a period not to exceed ten (10) years from the date of grant. On the 1989
Qualified Incentive Stock Option Plan, the option price is $9.29 which was the
fair market value of the Common Stock of the Company at the date of grant as
adjusted for subsequent stock dividends. Annual installments of 20% of the total
will vest on each of the first five anniversaries of the grant of the stock
options, provided that vesting accelerates in the event of a change of control
of the Company. The option price for the 1993 Non-Qualified Stock Option Plan is
$9.83, as adjusted for subsequent stock dividends. The 1993 Plan will vest at
15% on the first anniversary, 20% on each of the following three anniversaries
with 10% and 5% vesting on the final two anniversary dates.
8
<PAGE> 11
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR,
AND FY-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
VALUE NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF REALIZED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
SHARES ACQUIRED UPON AT FY-END (#) AT FY-END (#) (1)
ON EXERCISE EXERCISE ------------------------- -------------------------
NAME (#) (#) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- - ----------------------------- --------------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert H. Steveson........... 0 0 39,018/50,400 565,761/730,800
Carroll Taresh............... 5,332 119,970 18,042.40/16,800 261,614.80/243,600
Joan Jones................... 2,000 29,500 21,374.40/16,800 309,928.80/243,600
</TABLE>
- - ---------------
(1) Based on a fair market value of $14.50 per share as of December 31, 1994.
The Company has no long-term incentive plans which provide compensation
intended to serve as incentive for performance to occur over a period longer
than one fiscal year, and has no defined benefit or actuarial plan payable upon
retirement.
REPORT BY THE COMPENSATION COMMITTEE
The new SEC rules provide that the Company's Compensation Committee provide
a report disclosing the specific rationale for the compensation paid to each
named executive officer in the last fiscal year and explaining the relationship
of compensation paid to Company performance. This report is intended to provide
shareholders a sounder basis for assessing how well directors are representing
their interests.
The Company's Compensation Committee establishes the compensation plans and
specific compensation levels for the President and Chief Executive Officer. No
member of the Compensation Committee has any interlocking relationships as
defined by the SEC. The Compensation Committee met two times in 1994 and all
Committee members were in attendance.
The Compensation Committee believes that the Chief Executive Officer's
compensation should be influenced by performance of the Company. Therefore,
although there is necessarily some subjectivity in setting the CEO's salary,
elements of the compensation package, such as the 1989 Qualified Incentive Stock
Option Plan and 1993 Non-Qualified Stock Option Plan, are directly tied to
Company performance. Stock options are granted primarily based upon the
executive's ability to influence the Company's long-term growth and
profitability. The Compensation Committee establishes the CEO's salary by
considering the salaries of CEOs of comparably-sized banks and bank holding
companies and their performance.
Mr. Steveson and the Bank are parties to an employment agreement, dated
December 12, 1989 and amended as of April 9, 1991, effective as of January 1,
1991. This employment agreement is renewed for an additional five-year term on
each November 1. As amended, the employment agreement provides that Mr. Steveson
is paid a base annual salary of $370,000 for 1995 with annual increases
thereafter as determined by mutual agreement between the Compensation Committee
and Mr. Steveson. Mr. Steveson also receives an annual bonus equal to the
greater of one and one-half percent (1.5%) of the Company's annual net profits
after taxes or $79,000.
Mr. Steveson also receives term life insurance equal to at least three
times his base annual salary and coverage under any tax-qualified retirement
plans and other benefit plans provided by the Bank in which he is eligible to
participate. The Bank also provides Mr. Steveson with the use of a Company car.
In the event Mr. Steveson is released from his duties for any reason other
than cause as described under the employment agreement or if Mr. Steveson's
duties change as a consequence of the merger or consolidation of the Bank or the
transfer of all or substantially all of its assets, Mr. Steveson is entitled to
receive the compensation to which he is entitled under the agreement for the
rest of the term year plus five additional years. If Mr. Steveson had been
released from his duties as of December 31, 1994, he would have been entitled to
a payment of $2,127,497 under his Employment Agreement.
9
<PAGE> 12
The salaries for all other Company personnel are established by Mr.
Steveson subject to review by the Compensation Committee. Mr. Steveson seeks to
establish base salaries that are within the range of salaries for persons
holding similarly responsible positions at other banks and bank holding
companies. In addition, he considers factors such as relative Company
performance, the individual's past performance and future potential in
establishing the base salaries of executive officers.
As with the CEO, the number of stock options granted to top executives is
determined by a subjective evaluation of the executive's ability to influence
the Company's long-term growth and profitability. All options are granted at
exercise prices not less than the fair market value of the Company's common
stock on the date of the grant. Since the value of an option bears a direct
relationship to the Company's stock price, it is an effective incentive for
managers to create value for stockholders. Mr. Steveson views stock options as
an important component of its long-term performance-based compensation
philosophy.
Respectfully submitted:
Brian D. Leidig
Sankey M. Hall, Jr.
Wendell J. Lundberg
Robert H. Steveson
Alex A. Vereschagin, Jr.,
Chairman of the Compensation
Committee
10
<PAGE> 13
COMPANY PERFORMANCE
The SEC rules state that a line graph performance presentation be provided
comparing cumulative total shareholder return with a performance indicator of
the overall stock market, like the Standard & Poors 500 Stock Index, and either
a nationally recognized industry index or a registrant-constructed peer group
index over a minimum period of five years, or since the Company went public. The
following graph demonstrates a comparison of cumulative total returns for the
Company, the Standard & Poors 500 Stock Index and a Western Bank Monitor
Industry Index as of December 31 for each year presented.
TRICO BANCSHARES
COMPARISON OF CUMULATIVE TOTAL RETURN
TRICO BANCSHARES, STANDARD & POOR 500 STOCK INDEX, AND
WESTERN BANK MONITOR INDUSTRY INDEX(1)
(GRAPH)
<TABLE>
<CAPTION>
BILLION INDE-
MEASUREMENT PERIOD TRICO BANC- PENDENT BANK
(FISCAL YEAR COVERED) SHARES PROXY S&P 500
- - ----------------------------- ------------- ------------- -------------
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 115.02 87.70 93.44
1991 128.47 90.69 118.02
1992 162.08 105.92 123.29
1993 272.90 126.37 131.99
1994 172.32 129.36 129.95
</TABLE>
- - ---------------
(1) Source: Montgomery Securities Western Bank Monitor
COMPENSATION OF DIRECTORS
The directors of the Company receive no compensation for attendance at
meetings of the Board of Directors of the Company or any committee thereof.
During 1994, each director of the Bank was paid $1,000 per month for his
services as a director, with the Chairman of the Board being paid $1,500 per
month. The Chairman of the Audit Committee is paid $1,300 per month.
The directors are permitted to participate in the Tri Counties Bank
Executive Deferred Compensation Plan. Effective as of September 1, 1987, the
Bank adopted the Tri Counties Bank Executive Deferred Compensation Plan (the
"Plan") for the purpose of providing the directors of the Company and the key
employees of the Company and the Bank (as are designated by the Company's Board
of Directors) supplemental retirement benefits. The Plan is a non-qualified,
unsecured and unfunded plan. The corporate after-tax costs of the Plan are
defeased through corporate-owned life insurance on the lives of the
participants.
The Plan permits participants to make salary deferral contributions of any
portion of their compensation. The amount to be deferred may not be less than
$2,400 per calendar year (or $200 per month for any
11
<PAGE> 14
participant who participates in the Plan for less than a calendar year). The
Plan permits the employer corporation to make discretionary contributions to a
participant's account and requires the employer corporation to credit to each
participant's account on the last day of each year an amount equal to the
difference between the amounts the corporation would have contributed for the
benefit of the participant under either the ESOP Plan or the Profit Sharing Plan
(the "Qualified Plans") if no deferrals had been made under this Plan and the
amounts actually contributed to the Qualified Plans for such participant (the
"Qualified Plan Make-Up Credit"). No discretionary employer contributions have
been made to date.
Accounts are to be credited monthly with interest based on the average
daily balance of the account for such month at a rate equal to three percentage
points greater than the annual yield of the Moody's Average Corporate Bond Yield
Index for the preceding month. All of the participant's deferred compensation
and interest thereon is 100% vested. Discretionary contributions and the
interest thereon vest at a rate determined by the Board of Directors. Qualified
Plan Make-Up Credits and interest thereon vest at a rate equal to the vesting of
amounts received under the underlying Qualified Plans.
In addition, effective September 1, 1987, the Bank adopted the Tri Counties
Bank Supplemental Retirement Plan for Directors for the purpose of providing
supplemental retirement benefits to the directors of the Company and the Bank
who have achieved "Director Emeritus" status.
Any outside director of the Company or the Bank who has served as a
director for at least ten years is eligible to participate. The benefits are
payable upon the termination of service by a director as a member of the Board
of Directors, provided the director has served on the Board for at least ten
full years. The amount of the supplemental retirement benefit is equal to 15
times the amount of the retainer fee paid to the director in his final year of
service with the Board of Directors, which benefits are paid in 15 equal annual
installments. The Plan is a nonqualified, unsecured and unfunded plan.
At the 1989 Annual Meeting, the shareholders of the Company approved the
grant of options to the twelve directors elected at that meeting under a
Nonqualified Stock Option Plan (the "1989 NSOP"). Each of the twelve directors
received options for 6,900 shares of the Company's Common Stock. The options in
the aggregate were for 82,800 shares. Options for 20% of the total granted under
the 1989 NSOP vested one year from the date of grant and an additional 20% vest
each year thereafter; however, the options will all be immediately exercisable
in the event of a change in the ownership of 25% or more of the stock of the
Company or the Bank. The options will terminate 10 years from the date of grant.
One of the directors receiving options under the 1989 NSOP, Mr. Wayne Meeks, has
since died after options for only 1,200 shares had vested. Mr. Meeks' options
for the remaining 5,520 shares were available for grant again and were granted
at the 1991 Annual Meeting of Shareholders to Mr. Peterson (who was not a
director at the time of the original grant of options in 1989). Mr. Meek's
estate exercised 1,200 options on January 7, 1993. Also, Mr. Robert J. Stern
died after only 3,174 shares had vested. Mr. Stern's estate exercised 1,777
options on February 9, 1994. Mr. Stern's options for the remaining 4,761 shares
remain unvested.
At the 1993 Annual Meeting, the shareholders of the Company adopted an
additional nonqualified stock option plan, the 1993 Nonqualified Stock Option
Plan (the "1993 NSOP"), and granted options for 10,000 shares of the Company's
Common Stock to each director elected at that meeting except Mr. Steveson who
was granted options for 60,000 shares.
Each director is entitled to exercise options for 10 percent of the total
granted to such director at any time until such options expire. If the Director
is still an employee or director of the Company on the following anniversaries
of the date the 1993 NSOP was approved by the shareholders of the Company, an
additional percentage of the total number of options granted to such director
will vest and be eligible for exercise at a time thereafter until they expire as
provided below. At such time as a director is no longer a director, officer, or
12
<PAGE> 15
employee of the Company for any reason, all options not vested in accordance
with the following schedule shall terminate:
<TABLE>
<CAPTION>
PERCENT OF
ANNIVERSARY OF TOTAL OPTIONS
EFFECTIVE DATE VESTING
------------------- ------------------
<S> <C>
May 18, 1994 15%
May 18, 1995 20%
May 18, 1996 20%
May 18, 1997 20%
May 18, 1998 10%
May 18, 1999 5%
</TABLE>
The purchase price for shares subject to options is $11.00 per share and
the purchase price must be paid to the Company at the time of exercise, in cash,
or stock of the Company having a fair market value equal to the purchase price
and held six months or more, or a combination of the foregoing, in an amount
equal to the full exercise price of the shares being purchased. All unexercised
options shall expire on May 18, 2003.
No option granted under either the 1989 or 1993 NSOP is transferable other
than by a will of the director or by the laws of dissent and distribution or
pursuant to a qualified domestic relations order. During his or her lifetime, an
option shall be exercisable only by a director or by the director's
attorney-in-fact or conservator.
OTHER TRANSACTIONS
The Bank has made and expects to make in the future, loans in the ordinary
course of its business to directors and executive officers of the Company and
the Bank, and their associates, on substantially the same terms including
interest rates and collateral, as those prevailing at the same time for
comparable transactions with others, and such transactions did not, and it is
believed will not, involve more than the normal risks of collectibility or
present other unfavorable features. As of December 31, 1994, the balance due on
loans to directors, officers and their affiliates was approximately $9,252,000
which represents approximately 19.2% of shareholders' equity of the Company on
that date.
PROPOSAL NO. 2 -- APPROVAL OF 1995 INCENTIVE STOCK OPTION PLAN
The Company has for many years utilized stock options as part of its
overall program of compensation. However, only 11,200 shares remain available
for issuance under current plans. Accordingly, on March 14, 1995, the Board of
Directors adopted the 1995 Incentive Stock Option Plan (the "1995 Plan") and
voted to submit the 1995 Plan to the Company's shareholders for their
consideration at the Annual Meeting. A summary of the principal features of the
1995 Plan is set forth below. The Board has reserved 150,000 shares of the
Company's Common Stock for options under the Plans, which amount will be
adjusted in the event of a stock dividend, stock split, recapitalization,
reorganization or a similar event. Any shares made available as a result of the
expiration or termination of an option will be available for further options.
The 1995 Plan must be approved by shareholders of the Company owning a majority
of the shares outstanding in order to be effective. The 1995 Plan, is intended
to qualify under Section 422 of the Internal Revenue Code of 1986 (the "IRC").
The 1995 Plan will be administered by a Committee of the Board of Directors of
the Company (the "Committee") consisted of two or more directors who are also
not employees of the Company or the Bank.
Under the 1995 Plan, Options may be granted to such employees of the
Company and the Bank, that the Committee deems to be key employees important to
the future of the Company or the Bank. Options may be granted to officers but
not directors who are not otherwise employees. The terms of the Options shall be
determined by the Committee with the following:
1. No option can be granted for a period to exceed ten (10) years
from the date of grant.
2. The option price cannot be less than the fair market value of the
Common Stock of the Company at the date of grant.
13
<PAGE> 16
3. The aggregate fair market value of the stock, determined at the
time an option for the stock is granted, for which incentive stock options
are exercisable for the first time by an Optionee during any calendar year
may not exceed $100,000.
4. No employee who is a 10% or greater shareholder can be granted an
option unless the option price if 110% or more of the fair market value at
the date of grant and the term is five years or less.
5. An option may not be exercised unless the employee has been in the
continuous employment of the Company, the Bank or any future subsidiary of
the Company, for at least one year.
6. Options are non-transferrable except by the testamentary will of
the Optionee or the laws of inheritance.
7. An option can only be exercised during the Optionee's lifetime by
the Optionee or his attorney-in-fact.
8. In the event of the Optionee's termination of employment as a
result of death, or if the Optionee dies within three months of his
termination of employment due to disability, the Optionee's estate may
exercise the options within two years of the Optionee's death. In the event
the Optionee terminates employment because of disability, the Optionee may
exercise the option within one year of the termination of employment. In
the event of retirement of an Optionee, the Optionee may exercise the
option within three months of retirement. In all other event, the Optionee
must exercise the option while still an employee.
9. Upon exercise, the option prices can be paid in either cash or
with Company Common Stock already owned by the Optionee at its fair market
value at the time of payment.
10. Optionees will have no rights as shareholders until the Options
are exercised.
11. Optionee will have no rights of continued employment as a result
of being granted options.
The Plan may be amended from time to time by the Board of Directors of the
Company. No amendment can be made which increases the numbers of shares for
which options can be granted, which affects the limitations described in 1
through 5 above or which otherwise is a material change in the Plan.
Employees exercising Incentive Stock Options will have taxable income
deferred until the sale of the stock purchased if they hold the stock until at
least two years after the option was granted and at least one year after the
transfer of shares to the employee after exercise of the option. In that event,
the employee will have capital gains at the time of sale of the stock equal to
the difference between the sales price and the exercise price.
Shareholders will be asked to approve the 1995 Plan at the Annual Meeting.
A favorable vote of the majority of the shares outstanding is necessary for
approval.
The Board of Directors believes that stock options play an important role
in the success of the Company, and the Bank, and that this role must continue if
the Company and the Bank are to continue to attract, motivate and retain the
caliber of officers, directors, consultants and other key persons necessary to
the future growth and success of the Company and the Bank. The Board of
Directors believes that the proposed 1995 Plan will help the Company and the
Bank to achieve their objectives by keeping the Company's incentive compensation
program competitive with those of other financial institutions. The Board of
Directors believes that the 1995 Plan is in the best interests of the Company
and the Bank and the Company's shareholders and recommends that the Plan be
approved.
PROPOSAL NO. 3 -- RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP, which served the Company as independent
public accountants for the year ended December 31, 1994, has been selected by
the Board of Directors of the Company as the Company's independent public
accountants for the current year. If the firm should unexpectedly for any
14
<PAGE> 17
reason decline or be unable to act as independent public accountants, the
proxies will be voted for a substitute nominee to be designated by the Audit
Committee. In the event ratification of the appointment of this firm is not
approved by a majority of the shares present and voting, the Board of Directors
will review its future selection of independent public accountants.
Representatives from the accounting firm of Arthur Andersen LLP will be
present at the Annual Meeting of Shareholders with the opportunity to make a
statement if they desire to do so, and will be available to respond to
appropriate questions.
The Annual Report of the Company containing audited financial statements
for the fiscal year ended December 31, 1994, is included with this Proxy
Statement. Additional copies may be obtained by writing to: Douglas F. Hignell,
Secretary of the Company. THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES
AND A LIST OF EXHIBITS THERETO, MAY BE OBTAINED, WITHOUT CHARGE, BY WRITING TO
DOUGLAS F. HIGNELL, SECRETARY, TRICO BANCSHARES, 15 INDEPENDENCE CIRCLE, CHICO,
CALIFORNIA 95926.
SHAREHOLDERS' PROPOSALS
It is expected that the 1996 Annual Meeting of Shareholders of the Company
will be held on May 21, 1996. Any proposals intended to be presented at the 1996
Annual Meeting must be received at the Company's offices on or before December
21, 1995, in order to be considered for inclusion in the Company's Proxy
Statement and form of proxy relating to such meeting.
OTHER PROPOSED ACTIONS
The Board of Directors knows of no other matters which will be brought
before the meeting but if such matters are properly presented to the meeting,
proxies solicited hereby will be voted in accordance with the judgment of the
persons holding such proxies. All shares represented by duly executed proxies
will be voted at the meeting.
By Order of the Board of Directors,
Douglas F. Hignell,
Secretary
Chico, California
April 20, 1995
15
<PAGE> 18
PROXY TRICO BANCSHARES
SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS, MAY 16, 1995
The undersigned holder of Common Stock acknowledges receipt of a copy of the
Notice of Annual Meeting of Shareholders of TriCo Bancshares and the
accompanying Proxy Statement dated April 20, 1995, and revoking any proxy
heretofore given, hereby constitutes and appoints Alex A. Vereschagin, Jr. and
Robert H. Steveson, and each of them, with full power of substitution as
attorneys and proxies to appear and vote all of the shares of Common Stock of
TriCo Bancshares, a California corporation (the "Company"), standing in the
name of the undersigned which the undersigned could vote if personally present
and acting at the Annual Meeting of Shareholders of TriCo Bancshares, to be
held at the Park Plaza Branch of Tri Counties Bank located at 780 Mangrove
Avenue, Chico, California, on Tuesday, May 16, 1995, at 6:00 p.m., or at any
postponements or adjournments thereof, upon the following items as set forth in
the Notice of Annual Meeting and Proxy Statement and to vote according to their
discretion on all other matters which may be properly presented for action at
the meeting or any adjournments thereof. All properly executed proxies will be
voted as indicated. The above named proxy holders are hereby granted
discretionary authority to cumulate votes represented by the shares covered by
this proxy in the election of directors.
(To Be Continued and Signed on the Reverse Side.)
<PAGE> 19
[X] Please mark
your votes
as this
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
______________
COMMON
1. To elect as directors the nominees set forth: Everett B. Beich, William J.
Casey, DeWayne E. Caviness, M.D., Craig S. Compton, Richard C. Guiton,
Douglas F. Hignell, Brian D. Leidig, Wendell J. Lundberg, Donald E. Murphy,
Rodney W. (Rick) Peterson, Robert H. Steveson, Alex A. Vereschagin, Jr.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
__________________________________________________________________________
FOR ALL
nominees WITHHOLD
listed (except AUTHORITY
as indicated to vote for all
to the contrary nominees
below). listed.
[ ] [ ]
2. To approve the Company's 1995 Incentive Stock Option Plan.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To approve the proposal to ratify the appointment of Arthur Andersen LLP as
the independent public accountants for the 1995 fiscal year of the Company.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. In their discretion, the proxy holders are authorized to vote upon such
other business as may properly come before the meeting. THIS PROXY IS
SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSALS. THIS PROXY
WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT
WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3.
DO NOT
EXPECT TO
ATTEND THIS
WE DO MEETING.
[ ] [ ]
Date: ____________________________________________________________________, 1995
________________________________________________________________________________
Signature
________________________________________________________________________________
Signature if Held Jointly
Please date and sign exactly as your name(s) appear. When signing as attorney,
executor, administrator, trustee or guardian, please give full title. All joint
owners should sign. If a corporation, please sign in full corporate name by an
authorized officer. If a partnership, please sign in partnership name by
authorized person.
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THIS
PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
