<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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
TRICO BANCSHARES
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1996
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 21, 1996, 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 ratify the appointment of Arthur Andersen LLP as the independent
public accountants of the Company for 1996; and
3. 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 25, 1996, 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 24, 1996
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 95973
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 21, 1996, 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 25, 1996 (the "Record Date"), are entitled to notice of and to vote at the
Annual Meeting. At the close of business on March 25, 1996, there were 4,468,828
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 24, 1996.
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 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 25, 1996, the only shareholder known by the Company to be the
beneficial owner of more than five percent (5%) of the shares of the Company's
Common Stock then outstanding was the TriCo Bancshares Employee Stock Ownership
Plan and Trust (the "ESOP"). The following table gives stock ownership
information for this five percent or greater shareholder, each current director
of the Company and all executive 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 BENEFICIALLY SHARES BENEFICIALLY SHARES
BENEFICIAL OWNER OWNED OUTSTANDING OWNED OUTSTANDING
- --------------------------------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
TriCo Bancshares................. 336,077(1) 7.52 336,077(1) 7.52
Employee Stock Ownership
Plan and Trust
15 Independence Circle
Chico, CA 95973
Everett B. Beich................. 47,068(2)(3) 1.05 47,068(2)(3) 1.05
William J. Casey................. 221,602(2)(4) 4.74 221,602(2)(4) 4.74
DeWayne E. Caviness, M.D......... 51,786(2)(5) 1.15 51,786(2)(5) 1.15
Craig S. Compton................. 39,737(2)(6) * 39,737(2)(6) *
Richard C. Guiton................ 18,894 * 18,894 *
Douglas F. Hignell............... 38,249(8) * 377,177(8)(15) 8.42
Brian D. Leidig.................. 34,657(9) * 34,657(9) *
Wendell J. Lundberg.............. 95,166(10) 2.13 95,166(10) 2.13
Donald E. Murphy................. 118,757(2)(11) 2.65 118,757(2)(11) 2.65
Rodney W. (Rick) Peterson........ 124,011(2)(12) 2.75 124,011(2)(12) 2.75
Robert H. Steveson............... 164,708(13) 3.62 472,140(13)(15) 10.38
Alex A. Vereschagin, Jr.......... 49,244(2)(14) 1.10 385,321(2)(14)(15) 8.59
All Current Directors and
Executive Officers as a group
(18 persons)................... 1,364,957(2)(15) 28.80 1,650,145(2)(15) 34.78
</TABLE>
- ---------------
* Less than 1% of class.
(1) The Employee Stock Ownership Plan and Trust Agreement (the "ESOP") 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, 1995, of the 331,077 shares
held by the Trust, participants in the Plan were entitled to direct the
voting of 331,077 shares. Of that total, 53,741 shares had been allocated
to the accounts of executive officers of the Company.
(2) Includes 11,109 shares for Messrs. Beich, Compton and Dr. Caviness for
which options are currently exercisable under the Company's 1989
Non-Qualified Stock Option Plan (the "1989 Option Plan") (see "Compensation
of Directors"). Also includes 9,100 shares for each director other than
Messrs. Guiton, Hignell, Leidig, Lundberg or Steveson for which options are
exercisable as of May 18, 1996 under the Company's 1993 Non-Qualified Stock
Option Plan (the "1993 Option Plan") (see "Compensation of Directors").
(3) Includes 2,228 shares held by Mr. Beich as custodian for his minor
grandchildren, 622 shares owned by Mr. Beich's wife and 61 shares held by
Mrs. Beich, as custodian for her minor grandchildren.
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<PAGE> 5
(4) Includes the 198,657 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 9,859 shares for which
options are currently exercisable under the 1989 Option Plan (see
"Compensation of Directors").
(5) Includes 1,072 shares held by Dr. Caviness in joint tenancy with his
children.
(6) Includes 11,344 shares held by Mr. Compton as Executor of the Estate of
Gerald H. Compton.
(7) Includes 287 shares held by Guiton Pools Inc. Profit Sharing Plan for which
Mr. Guiton is a trustee.
(8) Includes 14,701 shares held by Hignell & Hignell, Inc., of which Mr.
Hignell is a partner. Also includes 4,443 shares for which options are
currently exercisable under the 1989 Option Plan and 7,700 exercisable
under the 1993 Option Plan (see "Compensation of Directors").
(9) Includes 22,944 shares held by Parlay Investments, Inc., of which Mr.
Leidig is President and Chief Executive Officer and 2,887 shares held by
the Leidig Family Trust of which Mr. Leidig is a beneficiary. Also includes
2,222 shares for which options are currently exercisable under the
Company's 1989 Option Plan and 7,700 exercisable under the 1993 Option Plan
(see "Compensation of Directors").
(10) Includes 3,670 shares held by Mr. Lundberg as custodian for his minor
children and 5,600 shares exercisable under the 1993 Option Plan (see
"Compensation of Directors").
(11) Includes 9,730 shares owned by the J.H. McKnight Ranch, of which Mr. Murphy
is Vice President and 71,996 shares held by Mr. Murphy and his wife as
co-trustees of the Blavo Trust. Also includes 4,234 shares for which
options are currently exercisable under the 1989 Option Plan (see
"Compensation of Directors").
(12) Includes 23,274 shares held by Peterson Farming, Inc., of which Mr.
Peterson is President, 6,402 shares held by PM Dusters, of which Mr.
Peterson is President, 6,402 shares held by Rodrick Ranch, Inc., of which
Mr. Peterson is Vice President, and 8,887 shares for which options are
currently exercisable under the Company's 1989 Option Plan (see
"Compensation of Directors").
(13) Includes 491 shares held by Mr. Steveson's wife, 11 shares held by Mr.
Steveson's minor son, and 17 shares held by Mr. Steveson's minor daughter.
Includes 27,773 shares for which options held by Mr. Steveson are currently
exercisable under the Company's 1989 Option Plan, 54,600 shares exercisable
under the 1993 Option Plan and 28,645 shares allocated to Mr. Steveson's
account in the ESOP (see "Executive Compensation").
(14) Includes 5,726 shares for which options held by Mr. Vereschagin are
currently exercisable under the Company's 1989 Option Plan.
(15) Includes 336,077 shares held by the ESOP of which Messrs. Steveson, Hignell
and Vereschagin are trustees (28,645 shares of which have been allocated to
Mr. Steveson's account under the ESOP).
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
3
<PAGE> 6
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.
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............. 69 Vice Chairman of the Board of Directors 1974
William J. Casey............. 51 Director 1989
DeWayne E. Caviness, M.D..... 62 Director 1974
Craig S. Compton............. 40 Director 1989
Richard C. Guiton............ 62 Director 1994
Douglas F. Hignell........... 53 Secretary and Director 1975
Brian D. Leidig.............. 56 Director 1989
Wendell J. Lundberg.......... 65 Director 1974
Donald E. Murphy............. 60 Director 1974
Rodney W. (Rick) Peterson.... 69 Director 1990
Robert H. Steveson........... 59 President, Chief Executive Officer and Director 1975
Alex A. Vereschagin, Jr...... 60 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. Robert H. Steveson was elected
as a director of the Company in 1981 and the remaining directors were
elected in 1982.
The following table sets forth certain information with respect to the
executive officers of the Company and the Bank as of March 31, 1996:
<TABLE>
<CAPTION>
POSITIONS AND OFFICES HELD EXECUTIVE
WITH OFFICER
NAME AGE THE COMPANY AND THE BANK SINCE(1)
---------------------------------------- --- ------------------------------ ---------
<S> <C> <C> <C>
Robert H. Steveson...................... 59 President, Chief Executive 1975
Officer and Director of both
the Company and the Bank
Joan Jones.............................. 59 Executive Vice President of 1979
the Company and the Bank
Carroll Taresh.......................... 58 Executive Vice President of 1988
the Bank
Robert M. Stanberry..................... 56 Vice President and Chief 1991
Financial Officer of the
Company and the Bank
John P. Dunlap.......................... 53 Vice President and General 1994
Counsel of the Bank
Richard P. Smith........................ 37 Senior Vice President -- 1993
Customer/Employee Support and
Control of the Bank
Richard O'Sullivan...................... 38 Senior Vice President -- 1995
Customer Sales & Service of
the Bank
</TABLE>
- ---------------
(1) Includes the period of time during which each executive officer served as an
executive officer of the Bank.
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<PAGE> 7
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.
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.
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 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.
Richard O'Sullivan became Senior Vice President -- Customer Sales & Service
in April 1995. Prior to that, Mr. O'Sullivan served as Vice President and
Manager of the Park Plaza Branch since June 1992. From 1984 to 1988, Mr.
O'Sullivan served as Loan Officer and Assistant Manager at Willows Branch. He
transferred to the Park Plaza branch first as a Loan Officer, then Assistant
Manager until he was appointed Manager in June 1992.
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 Senior Vice President -- Customer/Employee Support and
Control in April 1995. Mr. Smith served as Vice President and Chief Information
Officer of the Bank from November 15, 1994 to April 1995. He was 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. From 1980 to 1991, Mr. Smith served as
Executive Vice President of JC Produce Company.
5
<PAGE> 8
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, 1990 to July, 1993. 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.
Carroll Taresh became Executive Vice President 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. Murphy, the Chairman; Casey, Guiton, Lundberg,
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 once during 1995. The Audit
Committee of the Bank met five times during 1995. 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, 1995, the Board of Directors of the
Company met on 11 occasions. The Board of Directors of the Bank held 13 meetings
during the year ended December 31, 1995.
Each director of the Company 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 of the Company on which such director served.
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 1995, 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.
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 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
6
<PAGE> 9
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 the 1989
Option Plan. Each of the twelve directors received options for 11,109 shares of
the Company's Common Stock. The options in the aggregate were for 133,308
shares. The option price for shares subject to options is $7.43 per share.
Options for 20% of the total granted under the 1989 Option Plan 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 Option Plan, Mr. Wayne Meeks, has since died after
options for only 2,222 shares had vested. Mr. Meeks' options for the remaining
8,887 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). Also, Mr. Robert J. Stern died after
only 4,444 shares had vested. Mr. Stern's options for the remaining 6,665 shares
remain unvested.
At the 1993 Annual Meeting, the shareholders of the Company adopted the
1993 Option Plan and granted options for 14,000 shares of the Company's Common
Stock to each director elected at that meeting except Mr. Steveson who was
granted options for 84,000 shares.
7
<PAGE> 10
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 Option Plan 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 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 option price for shares subject to options is $7.86 per share and the
option 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 Option Plan 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.
EXECUTIVE COMPENSATION
The following Summary Compensation Table includes individual compensation
information on the Chief Executive Officer, and the three other executive
officers earning in excess of $100,000 for services rendered in all capacities
during the fiscal year ended December 31, 1995 (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-----------------------
AWARDS
-----------------------
ANNUAL COMPENSATION NUMBER OF
FISCAL --------------------- STOCK ALL OTHER
YEAR NAME PRINCIPAL POSITION SALARY(1) BONUS OPTIONS(2) COMP.(3)
- ------ ------------------ ------------------------- --------- ------- --------- ---------
<C> <S> <C> <C> <C> <C> <C>
1995 Robert H. Steveson President, CEO, and $ 369,996 $87,916 -0- $10,994
1994 Director of the Company 350,000 95,085 -0- 10,951
1993 and Bank 308,700 79,000 84,000 18,806
1995 Carroll Taresh Executive Vice President 108,348 -0- -0- 14,314
1994 of the Bank 100,320 29,618 -0- 11,343
1993 95,544 23,660 28,000 8,701
1995 John Dunlap Vice President and Legal 111,670 -0- 6,250 8,185
1994 Counsel of the Bank 58,338 -0- -0- -0-
1995 Joan Jones Executive Vice President 94,500 -0- -0- 10,158
1994 of the Company and the 94,500 27,900 -0- 9,887
1993 Bank 90,000 22,286 28,000 9,240
</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
8
<PAGE> 11
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
Option Plan, the 1993 Option Plan and the 1995 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 ESOP (the amount in a
participant's account generally vests over a seven-year period); and (b)
interest credits on deferred compensation in 1995 pursuant to the
Supplemental Executive Retirement Plan that are considered by the Securities
and Exchange Commission to be at above-market rates.
In 1995, the Board of Directors of the Company adopted the 1995 Incentive
Stock Option Plan (the "1995 Option Plan"). The 1995 Option Plan was approved by
the Company's shareholders at the 1995 Annual Meeting of shareholders. There are
187,500 shares reserved under the 1995 Option Plan for which options may be
granted to key employees of the Company. Options have been granted for 17,250
shares and options for an additional 170,250 shares are available for future
grant.
Pursuant to the terming of the 1995 Option Plan, no option may be granted
for more than 10 years, the option price cannot be less than the fair market
value of the Company's Common Stock on the date of grant, options may not be
exercised unless the employee has been in the continuous employment of the
Company or its subsidiary for at least one year and the option price may be paid
in cash or Common Stock already owned by the Optionee at its fair market value.
Directors who are not also employees may not be granted options under the 1995
Option Plan. The 1995 Option Plan is intended to qualify for the favorable tax
treatment afforded optionholders under Section 422 of the Internal Revenue Code.
The following table sets forth the number of shares for which options under
the 1993 and 1995 Option Plans were granted in 1995 to the Named Officers, the
percent of the total options granted to employees in 1995 such options
represented, the exercise price and expiration date and the potential realizable
value of such options assuming an annual appreciation of the Company's Common
Stock of 5% and 10%, respectively.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENT OF ANNUAL RATE OF STOCK
NUMBER OF TOTAL OPTIONS PRICE APPRECIATION
SHARES GRANTED TO EXERCISE FOR OPTION TERM GRANT DATE
UNDERLYING EMPLOYEES PRICE PER EXPIRATION -------------------- FAIR MARKET
NAME OPTIONS IN 1995 SHARE DATE 5% 10% VALUE
- ---------------------------- ----------- ------------- ------------ ---------- ------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert H. Steveson.......... 0 0 -- -- -- -- --
John P. Dunlap.............. 2,800/3,450 20% $7.86/$13.20 6/13/2005 $66,844 $146,444 $14,960/0
Carroll Taresh.............. 0 0 -- -- -- -- --
Joan Jones.................. 0 0 -- -- -- -- --
</TABLE>
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 other Named Officers
under the stock option Plans were granted for a period not to exceed ten (10)
years from the date of grant. For the 1989 Option Plan, the option price is
$7.43 per share 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 Option Plan is $7.86 per share. Options granted under the 1993
Option 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. The option price for options granted to the Named Officers
under the 1995 Option Plan is $13.20 per share. Ten percent of the options
granted to Named Officers under the 1995 Option Plan vested immediately. The
remaining options vest at the rate of 15% on the first anniversary date of the
grant, 20% on
9
<PAGE> 12
each of the second, third and fourth anniversary dates, 10% on the fifth
anniversary date and 5% on the sixth anniversary date.
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 OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
VALUE OPTIONS/SARS OPTIONS/SARS
NUMBER OF REALIZED AT FY-END AT FY-END(#)(1)
SHARES ACQUIRED UPON ------------------------- -------------------------
NAME ON EXERCISE EXERCISE EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- -------------------------- --------------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert H. Steveson........ 0 0 65,573/46,200 $545,707/$376,068
John P. Dunlap............ 0 0 625/5,625 $4,554/$40,986
Carroll Taresh............ 0 0 28,153/15,400 $235,853/$125,400
Joan Jones................ 32,318 $420,128 0/15,400 0/$125,400
</TABLE>
- ---------------
(1) Based on a fair market value of $16.00 per share as of December 31, 1995.
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. The
Compensation Committee met once in 1995 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 Option Plan, the 1993
Option Plan and the 1995 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 $395,000 for 1996 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 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
10
<PAGE> 13
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, 1995, he would have been entitled to a payment of
$2,337,087 under his Employment Agreement.
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
Wendell J. Lundberg
Robert H. Steveson
Alex A. Vereschagin, Jr.,
Chairman of the Compensation
Committee
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
The Company and its subsidiaries has banking and other relationships, in
the ordinary course of business with its directors and their affiliates
including loans to members of the Compensation Committee and their affiliates.
Such loans were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
others, and did not involve more than the normal risk of collectibility or
present other unfavorable fractions.
Mr. Robert Steveson, President and Chief Executive Officer of the Company
serves on the Compensation Committee.
11
<PAGE> 14
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 & Poor's 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 & Poor's 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)
<TABLE>
<CAPTION>
$1 BILLION
MEASUREMENT PERIOD TRICO BANC- INDEPENDENT
(FISCAL YEAR COVERED) SHARES BANK PROXY S&P 500
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 104.61 99.93 130.37
1992 138.63 104.50 140.30
1993 257.13 134.32 154.46
1994 162.33 127.17 156.50
1995 229.70 176.06 215.32
</TABLE>
- ---------------
(1) Source: Montgomery Securities Western Bank Monitor
12
<PAGE> 15
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, 1995, the balance due on
loans to directors, officers and their affiliates was approximately $8,472,000
which represents approximately 15.9% of shareholders' equity of the Company on
that date.
PROPOSAL NO. 2 -- 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, 1995, 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 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, 1995, was mailed previously. 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
95973.
SHAREHOLDERS' PROPOSALS
It is expected that the 1997 Annual Meeting of Shareholders of the Company
will be held on May 20, 1997. Any proposals intended to be presented at the 1997
Annual Meeting must be received at the Company's offices on or before December
21, 1996, in order to be considered for inclusion in the Company's Proxy
Statement and form of proxy relating to such meeting.
13
<PAGE> 16
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 24, 1996
14
<PAGE> 17
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TRICO BANCSHARES
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 24, 1996, 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 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 Sharholders 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 21, 1996, 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> 18
Please mark
your votes as [X]
indicated in
this example
ITEM 1 - To elect as directors the nominees set forth
Everett B. Beich
DeWayne E. Caviness M.D.
Richard C. Guiton
Brian D. Leidig
Donald E. Murphy
Robert H. Steveson
William J. Casey
Craig S. Compton
Douglas F. Hignell
Wendell J. Lundberg
Rodney W. (Rick) Peterson
Alex A. Vereschagin, Jr.
FOR all nominees WITHHOLD
listed (except as AUTHORITY
marked to the to vote for all
contrary) nominees listed
[ ] [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
ITEM 2 - To approve the proposal to ratify the appointment of Arthur Andersen
LLP as the independent public accountants for the 1996 fiscal year of the
Company.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
ITEM 3 - In their discretion, the proxy holders are authorized to vote upon
such other business as may properly come before the meeting.
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" THE NOMINEES LISTED ABOVE AND "FOR" THE APPOINTMENT OF
ARTHUR ANDERSEN LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS FOR THE 1995 FISCAL
YEAR OF THE COMPANY. THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF
DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
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.
Signature(s) __________________________________________ Date _________________
NOTE: Please date and sign exactly as your name(s) appears. 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.
[ FOLD AND DETACH HERE ]
