<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
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<PAGE>
TRICO BANCSHARES
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 1998
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 19, 1998, at 6:00
p.m., at the Headquarters Building of Tri Counties Bank located at 63
Constitution Drive, 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 1998; 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 Bylaws 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
Bylaws, 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, 1998, 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 8, 1998
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>
PROXY STATEMENT
OF
TRICO BANCSHARES
63 CONSTITUTION DRIVE
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 19, 1998, 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, 1998 (the "Record Date"), are entitled to notice of and to vote at the
Annual Meeting. At the close of business on March 25, 1998, there were
4,664,649 shares of the Company's Common Stock (the "Common Stock") outstanding.
This Proxy Statement and the form of proxy were first mailed to shareholders on
or about April 16, 1998.
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. The nominees receiving the highest number of affirmative votes of
the shares entitled to be voted for them up to the number of directors to be
elected by such shares are elected; votes against a director and votes withheld
shall have no legal effect.
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.
As of March 25, 1998, the two shareholders known by the Company to be
beneficial owners of at least 5 percent of the shares of the Company's Common
Stock then outstanding were the TriCo Bancshares Employee Stock Ownership Plan
and Trust (the "ESOP") and John Hancock Mutual Life Insurance Company (and
subsidiaries). The following table gives stock ownership information for these
5 percent or greater shareholders, each current director of the Company and all
executive officers and directors of the Company as a group:
<PAGE>
<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 Owners Owned Outstanding Owned Outstanding
----------------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
TriCo Bancshares 327,323 (1) 7.02 327,323 (1) 7.02
Employee Stock Ownership
Plan and Trust
63 Constitution Drive
Chico, CA 95973
John Hancock Mutual Life 244,050 5.23 244,050 5.23
Insurance Company (and
subsidiaries)
P.O. Box 111
Boston, MA 02117
Current Directors
-----------------
Everett B. Beich 34,554 (2)(3) * 34,554 (2)(3) *
William J. Casey 225,244 (2)(4) 4.82 225,244 (2)(4) 4.82
Craig S. Compton 42,557 (2)(5) * 42,557 (2)(5) *
Richard C. Guiton 19,032 (6) * 19,032 (6) *
Douglas F. Hignell 37,550 (7) * 364,873 (7)(13) 7.80
Brian D. Leidig 36,180 (8) * 36,180 (8) *
Wendell J. Lundberg 99,727 (9) 99,727 (9) 2.13
2.13
Donald E. Murphy 121,807 (2)(10) 2.60 121,807 (2)(10) 2.60
Rodney W. (Rick) Peterson 132,325 (2)(11) 2.82 132,325 (2)(11) 2.82
Robert H. Steveson 201,012 (12) 530,140 (12)(13) 11.13
4.22
Alex A. Vereschagin, Jr. 52,542 (2) 1.12 412,993 (2)(13) 8.83
All Current Directors and 1,009,000 (14) 20.48 1,336,323 (13)(14) 27.12
Executive Officers as
a group (15 persons)
</TABLE>
- ----------------------------
* Less than 1% of class.
(1) The ESOP provides that each of its participants 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, 1997, of the 327,323 shares held by the Trust, participants in the
Plan were entitled to direct the voting of 327,323 shares. Of that
total, 39,938 shares had been allocated to the accounts of executive
officers of the Company.
- 2 -
<PAGE>
(2) Includes 11,900 shares each for Messrs. Beich, Casey, Compton, Murphy,
Peterson and Vereschagin for which options are currently exercisable
under the Company's 1993 Non-Qualified Stock Option Plan (the "1993
Option Plan") (see "Compensation of Directors").
(3) Includes 1,408 shares held by Mr. Beich as custodian for his minor
grandchildren, 622 shares owned by Mr. Beich's wife and 64 shares held
by Mrs. Beich as custodian for her minor grandchildren.
(4) Includes the 199,500 shares owned by Mr. Casey's parents, Donald J. and
Audree Casey, as trustees of the Casey Family Trust, of which Mr. Casey
is a beneficiary. Also includes 6,559 shares for which options are
currently exercisable under the Company's 1989 Non-Qualified Stock
Option Plan (the "1989 Option Plan") (see "Compensation of Directors").
(5) Includes 11,344 shares held by Mr. Compton as Executor of the Estate of
Gerald H. Compton. Also includes 3,709 shares for which options are
currently exercisable under the 1989 Option Plan (see "Compensation of
Directors").
(6) Includes 287 shares held by Guiton Pools Inc. Profit Sharing Plan for
which Mr. Guiton is a trustee.
(7) 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 10,500 shares for
which options are currently exercisable under the 1993 Option Plan (see
"Compensation of Directors").
(8) Includes 21,666 shares held by Parlay Investments, Inc., of which Mr.
Leidig is President and Chief Executive Officer. Also includes 2,222
shares for which options are currently exercisable under the Company's
1989 Option Plan and 10,500 shares for which options are currently
exercisable under the 1993 Option Plan (see "Compensation of
Directors").
(9) Includes 2,686 shares held by Mr. Lundberg as custodian for his minor
children and 8,400 shares for which options are currently exercisable
under the 1993 Option Plan (see "Compensation of Directors").
(10) Includes 9,730 shares owned by the J. H. McKnight Ranch, of which Mr.
Murphy is Vice President, and 72,246 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").
(11) Includes 24,484 shares held by Peterson Farming, Inc., of which Mr.
Peterson is President, 6,735 shares held by PM Dusters, of which Mr.
Peterson is President, 6,735 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").
(12) Includes 516 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. Also includes 27,773 shares for which options held by Mr.
Steveson are currently exercisable under the Company's 1989 Incentive
Stock Option Plan (the "1989 Incentive Plan"), 71,400 shares for which
options are currently exercisable under the 1993 Option Plan and 31,323
shares allocated to Mr. Steveson's account in the ESOP (see "Executive
Compensation").
(13) Includes 327,323 shares held by the ESOP of which Messrs. Steveson,
Hignell and Vereschagin are trustees (39,938 shares of which have been
allocated to the accounts of executive officers under the ESOP).
(14) Includes 263,178 shares for which options held by executive officers and
directors are currently exercisable under the 1989 Option Plan, the 1989
Incentive Plan, the 1993 Option Plan and the Company's 1995 Incentive
Stock Option Plan (the "1995 Incentive Plan").
- 3 -
<PAGE>
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS OF THE COMPANY
The Bylaws of the Company provide a procedure for nominating individuals
for election to the Board of Directors. This 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 Bylaws 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 eleven (11) 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 serve 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 to serve 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 eleven 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 . . . . . . . . . . . 71 Vice Chairman of the Board of Directors 1974
William J. Casey . . . . . . . . . . . 53 Director 1989
Craig S. Compton . . . . . . . . . . . 42 Director 1989
Richard C. Guiton . . . . . . . . . . 64 Director 1994
Douglas F. Hignell . . . . . . . . . . 55 Secretary and Director 1975
Brian D. Leidig . . . . . . . . . . . 58 Director 1989
Wendell J. Lundberg . . . . . . . . . 67 Director 1974
Donald E. Murphy . . . . . . . . . . . 62 Director 1974
Rodney W. (Rick) Peterson . . . . . . 71 Director 1990
Robert H. Steveson . . . . . . . . . . 61 President, Chief Executive Officer and 1975
Director
Alex A. Vereschagin, Jr. . . . . . . . 62 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 then remaining
directors of the Bank were elected as directors of the Company in 1982.
- 4 -
<PAGE>
The following table sets forth certain information with respect to the
executive officers of the Company and the Bank as of March 25, 1998:
<TABLE>
<CAPTION>
Executive
Positions and Offices Held with Officer
Name Age the Company and/or the Bank Since (1)
------------------------------- --- ------------------------------------------ ---------
<S> <C> <C> <C>
Robert H. Steveson . . . . . 61 President, Chief Executive Officer and 1975
Director of both the Company and the Bank
Robert M. Stanberry . . . . 58 Vice President and Chief Financial Officer 1991
of the Company and the Bank
Richard P. Smith . . . . . . 40 Executive Vice President - 1993
Customer/Employee Support and Control of
the Bank
Richard O'Sullivan . . . . . 41 Executive Vice President - Customer Sales & 1995
Service of the Bank
Craig Carney . . . . . . . . 39 Senior Vice President and Senior Credit 1997
Officer of the Bank
</TABLE>
- -----------------------------
(1) Includes the period of time during which each executive officer served
as an executive officer of the Bank prior to formation of the Company.
Each of the executive officers serves on an annual basis and must be
elected by the Board of Directors annually pursuant to the Bylaws 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. No director, officer or affiliate of the Company, any
owner of record or beneficially of more than 5 percent of the Common Stock or
any associate of any such person is a party adverse to the Company or its
subsidiary or has a material interest adverse to the Company or its subsidiary.
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.
CRAIG CARNEY became Senior Vice President and Senior Credit Officer on
January 1, 1997. Prior to that Mr. Carney was employed by Wells Fargo Bank in
various lending capacities from 1985 to 1996. His most recent position with
Wells Fargo was as Vice President, Senior Lender Commercial Banking from 1991 to
1996. Mr. Carney served as a consultant to Tri Counties Bank from April 1996 to
his employment date of January 1, 1997.
CRAIG S. COMPTON is President, General Manager and a pilot for AVAG,
Inc., an aerial application business.
- 5 -
<PAGE>
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.
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 Executive Vice President - Customer Sales &
Service in October 1997 after serving as Senior Vice President in the same
capacity since 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 the 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 Executive Vice President - Customer/Employee
Support and Control in October 1997 after serving as Senior Vice President in
the same capacity since 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.
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 March 1989 to March 1990,
Mr. Stanberry was chief financial officer of Empire Financial Corporation, a
paint manufacturer. From 1981 until March of 1989, Mr. Stanberry was treasurer
and chief financial officer of Dole Nut Company, a food processing company.
ROBERT H. STEVESON became President and Chief Executive Officer of the
Bank in July 1975 and of the Company in October 1981.
ALEX A. VERESCHAGIN, JR. is a self-employed farmer; Secretary and
Treasurer of Plaza Farms; a partner in the Talbot Vereschagin Ranch; 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 (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 1997. The Audit
Committee of the Bank met four times during 1997. The functions of the Audit
Committees of the Company and the Bank are to recommend the
- 6 -
<PAGE>
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, 1997, the Board of Directors of the
Company met on 12 occasions and the Board of Directors of the Bank met on 14
occasions.
Each director of the Company attended at least 75 percent 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.
From January 1 through May 12, 1997, each director of the Bank was paid
$1,000 per month for his services as a director, the Chairman of the Board was
paid $1,500 per month and the Chairman of the Audit Committee was paid $1,300
per month. For the remainder of 1997, each director of the Bank was paid $1,500
per month, the Chairman of the Board was paid $2,000 per month and the Chairman
of the Audit Committee was paid $1,800 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 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 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 percent 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
- 7 -
<PAGE>
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 percent of the total granted under the 1989 Option Plan vested
one year from the date of grant and an additional 20 percent vested each year
thereafter until 100 percent vesting was achieved; the options are also all
immediately exercisable in the event of a change in the ownership of 25 percent
or more of the stock of the Company or the Bank. The options 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.
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:
Percent of
Anniversary of Total Options
Effective Date Vesting
-------------- -------------
May 18, 1994 15%
May 18, 1995 20%
May 18, 1996 20%
May 18, 1997 20%
May 18, 1998 10%
May 18, 1999 5%
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
in 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 two other
executive officers earning in excess of $100,000 for services rendered in all
capacities during the fiscal year ended December 31, 1997 (the "Named Executive
Officers").
- 8 -
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Number of
Fiscal Annual Compensation Stock All Other
Year Name Principal Position Salary (1) Bonus Options (2) Comp.(3)
------ ------------ ------------------ ---------- ----- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1997 Robert H. President, CEO, and $415,000 $109,589 -0- $20,785
1996 Steveson Director of the 395,004 105,669 -0- 15,311
1995 Company and Bank 369,996 87,916 -0- 10,994
1997 Richard P. Executive Vice $107,500 $15,766 10,000 $10,799
1996 Smith President of the 90,000 17,122 10,000 7,200
1995 Bank 82,371 0 12,500 6,060
1997 Richard Executive Vice $107,500 $15,766 10,000 $11,798
1996 O'Sullivan President of the 90,000 17,000 10,000 6,445
1995 Bank 60,164 0 12,500 4,410
</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,
each of the Named Executive Officers received a membership to the Butte
Creek Country Club. The total amount of such compensation did not
exceed the lesser 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
1993 Option Plan and/or the 1995 Incentive 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 1997 pursuant to the
Supplemental Executive Retirement Plan that are considered by the
Securities and Exchange Commission ("SEC") to be at above-market rates.
The 1989 Incentive Plan was adopted by the Board of Directors and the
shareholders of the Company at the same time that the 1989 Option Plan was
adopted. Options for 88,872 shares were granted to executive officers and other
key employees of the Company under the 1989 Incentive Plan. Options granted
under the 1989 Incentive Plan have the same vesting schedule, option price and
period before termination as options granted under the 1989 Option Plan. Under
the 1989 Incentive Plan, 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 options cannot be granted to directors who are not also employees
of the Company or its subsidiary. The 1989 Incentive Plan is intended to
qualify for the favorable tax treatment afforded option holders under Section
422 of the Internal Revenue Code.
At the 1993 Annual Meeting, the shareholders of the Company approved the
grant of options to executive officers and other key employees under the 1993
Option Plan, in addition to the options granted to directors as described above.
See "Compensation of Directors." Options for 172,200 shares were granted to
executive officers and other key employees who are not directors of the Company
under the 1993 Option Plan. The vesting schedule, option price and period
before termination of options granted to executive officers and other key
employees under the 1993 Option Plan are the same as for options granted to
directors under the 1993 Option Plan.
In 1995, the Board of Directors of the Company adopted the 1995
Incentive Plan. The 1995 Incentive Plan was approved by the Company's
shareholders at the 1995 Annual Meeting of shareholders. There are 187,500
shares
- 9 -
<PAGE>
reserved under the 1995 Incentive Plan for which options may be granted to key
employees of the Company. Options have been granted for 93,250 shares and
options for an additional 94,250 shares are available for future grant.
Pursuant to the terms of the 1995 Incentive 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 in 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 Incentive Plan. The 1995 Incentive Plan is intended to qualify for the
favorable tax treatment afforded option holders under Section 422 of the
Internal Revenue Code. Vesting schedules under the 1995 Incentive Plan are
determined individually for each grant. Options granted in 1995 under the 1995
Incentive Plan vest according to the same schedule as those granted under the
1993 Option Plan. Options granted in 1996 under the 1995 Incentive Plan vest 20
percent upon date of grant and 20 percent per year for the following four years.
The following table sets forth the number of shares for which options
under the 1995 Incentive Plan were granted in 1997 to the Named Executive
Officers, the percent of the total options granted to employees in 1997 such
options represented, the exercise price and expiration date of such options and
the potential realizable value of such options assuming an annual appreciation
of the Company's Common Stock of 5 percent and 10 percent, respectively.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Percent of Potential Realizable Value
Total at assumed annual rate of
Options stock price appreciation
Number of Granted to Exercise for option term Grant Date
Shares Under- Employees price Expiration -------------------------- Fair Market
Name lying Options in 1997 per Share Date 5% 10% Value
---- ------------- ---------- --------- ---------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert H.
Steveson 0 0 --- --- --- --- ---
Richard P.
Smith 10,000 18% $27.38 10-14-07 $172,191 $436,367 $27.38
Richard
O'Sullivan 10,000 18% $27.38 10-14-07 $172,191 $436,367 $27.38
</TABLE>
The SEC rule regarding stock option disclosure requires a tabular
presentation of the total number of stock options held by Named 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
Executive Officers under the stock option Plans were granted for a period not to
exceed ten years from the date of grant and at exercise prices equal to the
market value of the Common Stock at the date of grant (as adjusted for
subsequent stock dividends). For the 1989 Option and Incentive Plans, the
option price is $7.43 per share. Options granted under the 1989 Option and
Incentive Plans are fully vested. The option price for options granted under
the 1993 Option Plan is $7.86 per share. Ten percent of the options granted
under the 1993 Option Plan vested immediately upon grant, and the remainder vest
at the rate of 15 percent on the first anniversary, 20 percent on each of the
following three anniversaries, and 10 percent and 5 percent on the final two
anniversaries, respectively. The option price for options granted in 1995 to
the Named Executive Officers under the 1995 Incentive Plan is $13.40 per share.
Ten percent of the options granted in 1995 to Named Executive Officers under the
1995 Incentive Plan vested immediately. The remaining options vest at the rate
of 15 percent on the first anniversary date of the grant, 20 percent on each of
the second, third and fourth anniversary dates, 10 percent on the fifth
anniversary date and 5 percent on the sixth anniversary date. The option prices
for options
- 10 -
<PAGE>
granted in 1996 and 1997 to the Named Executive Officers under the 1995
Incentive Plan are $18.38 and $27.38 per share, respectively. Twenty percent of
the options granted in 1996 and 1997 under the 1995 Incentive Plan vested
immediately, and the remainder will vest 20 percent per year for the following
four years.
OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
Value of Unexercised
Value Number of Unexercised In-the-Money Options
Number of Realized Options 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 99,173/12,600 $2,455,856/$310,500
Richard P. Smith 0 0 11,625/20,875 $188,156/$274,135
Richard O'Sullivan 0 0 11,625/20,875 $188,156/$274,135
</TABLE>
- -----------------------------
(1) Based on a fair market value of $32.50 per share as of December 31,
1997.
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
SEC rules require 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 more sound 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 twice in 1997 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 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 $427,000 for 1998 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
1.5 percent of the Company's annual net profits after taxes or $79,000.
- 11 -
<PAGE>
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 compensation to which he is entitled under the agreement
for the rest of the term year plus four additional years. If Mr. Steveson had
been released from his duties as of December 31, 1997, he would have been
entitled to a payment of $1,976,000 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 features.
Mr. Robert Steveson, President and Chief Executive Officer of the
Company serves on the Compensation Committee.
COMPANY PERFORMANCE
The SEC rules state that a line graph performance presentation must 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
- 12 -
<PAGE>
period of five years, or since the Company went public. The following graph
demonstrates a comparison of cumulative total returns, assuming reinvestment of
dividends, for the Company, the Standard & Poors 500 Stock Index and SNL
Securities' Index of Less than $1 Billion Independent Western Banks as of
December 31 for each year presented.
TRICO BANCSHARES
COMPARISON OF CUMULATIVE TOTAL RETURN
TRICO BANCSHARES, STANDARD & POOR 500 STOCK INDEX, AND
SNL SECURITIES' INDEX OF LESS THAN $1 BILLION INDEPENDENT WESTERN BANKS(1)
[GRAPH]
<TABLE>
<CAPTION>
PERIOD ENDING
---------------------------------------------------------------
INDEX 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
TriCo Bancshares 100.00 185.48 117.10 165.70 182.87 292.97
S&P 500 100.00 110.08 111.53 153.44 188.52 251.44
LESS THAN $1B Independent Western Banks 100.00 128.54 121.70 168.48 248.78 442.97
</TABLE>
- -----------------------------
(1) Source: SNL Securities. This index was taken over by SNL Securities
from Montgomery Securities, the latter of which has discontinued its
preparation of the index.
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
- 13 -
<PAGE>
transactions did not, and it is intended will not, involve more than the normal
risks of collectibility or present other unfavorable features. As of December
31, 1997, the balance due on loans to directors, officers and their affiliates
was approximately $6,627,000 which represents approximately 10.2 percent 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, 1997, 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 not
be present at the Annual Meeting of Shareholders.
The Annual Report of the Company containing audited financial statements
for the fiscal year ended December 31, 1997, is enclosed herewith. 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, 63 CONSTITUTION DRIVE, AVENUE, CHICO,
CALIFORNIA 95973.
SHAREHOLDERS' PROPOSALS
It is expected that the 1999 Annual Meeting of Shareholders of the
Company will be held on May 18, 1999. Any proposals intended to be presented at
the 1999 Annual Meeting must be received at the Company's offices on or before
December 21, 1998, 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 8, 1998
- 14 -
<PAGE>
TRICO BANCSHARES
SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS, MAY 19, 1998
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 8, 1998, 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 Headquarters Building of Tri Counties Bank located at 63 Constitution Drive,
Chico, California, on Tuesday, May 19, 1998, 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.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE / X /
I. To elect as directors the nominees set forth: Everett B. Beich, William
J. Casey, 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.
FOR ALL nominees listed above (except as indicated to the
------ contrary below).
WITHHOLD AUTHORITY to vote for all nominees listed above.
------
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
II. To approve the proposal to ratify the appointment of Arthur Andersen LLP
as the independent public accountants for the 1998 fiscal year of the
Company.
FOR
------
AGAINST
------
ABSTAIN
------
III. In their discretion, the proxy holders are authorized to vote upon such
other business as may properly come before the meeting.
WE DO DO NOT EXPECT TO ATTEND THIS 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 1998 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.
Signature Date
------------------------------------------ ---------------
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.
