<PAGE>
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. NA)
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TRICO BANCSHARES
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(S) Filing Proxy Statement, if other than 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:
------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
------------------------------------------------------------------------
(3) Filing party:
------------------------------------------------------------------------
(4) Date filed:
------------------------------------------------------------------------
<PAGE>
TRICO BANCSHARES
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 11, 1999
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 11, 1999, at
6:00 p.m., at the Company's Headquarters Building 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 1999; 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 15,
1999, 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 1, 1999
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 11,
1999, 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 15, 1999 (the "Record
Date"), are entitled to notice of and to vote at the Annual Meeting. At the
close of business on March 15, 1999, there were 7,119,177 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 9,
1999.
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 15, 1999, the only shareholder known by the Company to
be beneficial owner of at least 5 percent 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 the ESOP, 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 518,379 (1) 7.28% 518,379 (1) 7.28%
Employee Stock Ownership
Plan and Trust
63 Constitution Drive
Chico, CA 95973
Current Directors
- -----------------
Everett B. Beich 51,531 (2)(3) * 51,531 (2)(3) *
William J. Casey 312,928 (2) 4.38% 312,928 (2) 4.38%
Craig S. Compton 65,931 (2)(4) * 65,931 (2)(4) *
Douglas F. Hignell 53,922 (5) * 618,817 (5)(13) 8.68%
Brian D. Leidig 56,368 (6) * 56,368 (6) *
Wendell J. Lundberg 158,428 (7) 2.22% 158,428 (7) 2.22%
Donald E. Murphy 186,679 (8) 2.62% 186,679 (8) 2.62%
Rodney W. (Rick) Peterson 205,035 (2)(9) 2.87% 205,035 (2)(9) 2.87%
Robert H. Steveson 266,916 (10) 3.69% 831,812 (10)(13) 11.49%
Carroll R. Taresh 96,950 (11) 1.36% 96,950 (11) 1.36%
Alex A. Vereschagin, Jr. 80,912 (12) 1.14% 629,607 (12)(13) 8.84%
All Current Directors and 1,605,173 (14) 21.49% 2,170,068 (13)(14) 29.05%
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
March 15, 1999, participants in the Plan were entitled to direct the
voting of all 518,379 shares held by the Trust. Of that total, 61,342
shares had been allocated to the accounts of executive officers of the
Company.
(2) Includes 19,950 shares each for Messrs. Beich, Casey, Compton and
Peterson for which options are currently exercisable under the
Company's 1993 Non-Qualified Stock Option Plan (the "1993 Option Plan")
(see "Compensation of Directors").
-2-
<PAGE>
(3) Includes 1,515 shares held by Mr. Beich as custodian for his minor
grandchildren, 933 shares owned by Mr. Beich's wife and 99 shares held
by Mrs. Beich as custodian for her minor grandchildren.
(4) Includes 17,013 shares held by Mr. Compton as Executor of the Estate of
Gerald H. Compton. Also includes 30 shares held by Mr. Compton's minor
children.
(5) Includes 17,551 shares held by Hignell & Hignell, Inc., of which
Mr. Hignell is a partner. Also includes 7,850 shares for which options
are currently exercisable under the 1993 Option Plan (see "Compensation
of Directors").
(6) Includes 32,499 shares held by Parlay Investments, Inc., of which
Mr. Leidig is President and Chief Executive Officer. Also includes
17,850 shares for which options are currently exercisable under the
1993 Option Plan (see "Compensation of Directors").
(7) Includes 4,085 shares held by Mr. Lundberg as custodian for his minor
children and 14,700 shares for which options are currently exercisable
under the 1993 Option Plan (see "Compensation of Directors").
(8) Includes 14,594 shares owned by the J. H. McKnight Ranch, of which
Mr. Murphy is Vice President, and 144,214 shares held by Mr. Murphy and
his wife as co-trustees of the Blavo Trust. Also includes 1,270 shares
for which options are currently exercisable under the Company's 1989
Non-Qualified Stock Option Plan (the "1989 Option Plan"), and 15,450
shares for which options are currently exercisable under the 1993
Option Plan (see "Compensation of Directors").
(9) Includes 37,703 shares held by Peterson Farming, Inc., of which
Mr. Peterson is President, 10,371 shares held by PM Dusters, of which
Mr. Peterson is President, 10,371 shares held by Rodrick Ranch, Inc.,
of which Mr. Peterson is Vice President, and 13,330 shares for which
options are currently exercisable under the 1989 Option Plan (see
"Compensation of Directors").
(10) Includes 808 shares held by Mr. Steveson's wife, 42 shares held by
Mr. Steveson's minor son and 52 shares held by Mr. Steveson's minor
daughter. Also includes 119,700 shares for which options are currently
exercisable under the 1993 Option Plan and 49,430 shares allocated to
Mr. Steveson's account in the ESOP (see "Executive Compensation").
(11) Includes 4,000 shares held by Mr. Taresh's wife.
(12) Includes 16,200 shares for which options are currently exercisable by
Mr. Vereschagin under the 1993 Option Plan (see "Compensation of
Directors").
(13) Includes 518,379 shares held by the ESOP of which Messrs. Steveson,
Smith, Hignell and Vereschagin are trustees (61,342 shares of which
have been allocated to the accounts of executive officers under the
ESOP).
(14) Includes 351,326 shares for which options held by executive officers
and directors are currently exercisable under the Company's 1989
Incentive Stock Option Plan (the "1989 Incentive Plan"), the 1989
Option 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 .................. 72 Director 1974
William J. Casey .................. 54 Vice-Chairman of the Board of Directors 1989
Craig S. Compton .................. 43 Director 1989
Douglas F. Hignell ................ 56 Secretary and Director 1975
Brian D. Leidig ................... 59 Director 1989
Wendell J. Lundberg ............... 68 Director 1974
Donald E. Murphy .................. 63 Director 1974
Rodney W. (Rick) Peterson ......... 72 Director 1990
Robert H. Steveson ................ 62 President, Chief Executive Officer and
Director 1975
Carroll R. Taresh ................. 61 Director 1998
Alex A. Vereschagin, Jr. .......... 63 Chairman of the Board of Directors 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.
The following table sets forth certain information with respect to the
executive officers of the Company and the Bank as of March 15, 1999:
-4-
<PAGE>
<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 ................ 62 President, Chief Executive Officer and 1975
Director of the Company, and Chief
Executive Officer and Co-Vice Chairman of
the Board of the Bank
Thomas J. Reddish.................. 39 Vice President and Controller of the 1998
Company and the Bank
Richard P. Smith .................. 41 President and Chief Operating Officer of 1993
the Bank and Executive Vice President of
the Company
Richard O'Sullivan................. 42 Executive Vice President - Customer Sales 1995
& Service of the Bank
Craig Carney....................... 40 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 or the Bank
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 or
the Bank. Mr. Steveson is the father-in-law of Richard Smith. No other
executive officer or director of the Company or the Bank has any family
relationship with any other executive officer or director of the Company or
the Bank. No director, officer or affiliate of the Company or the Bank, 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 the
Bank in any legal proceeding or has a material interest adverse to the
Company or the Bank.
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 Coram Healthcare Corp., Denver, Colorado.
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>
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 P. SMITH became President of the Bank in September 1998 and
Executive Vice President of the Company in October 1998. Prior to that, he
served as Executive Vice President - Customer/Employee Support and Control
since October 1997, and was 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.
THOMAS J. REDDISH is Vice President and Controller of the Company
and the Bank. He was appointed Vice President and Controller of the Company,
and Vice President of the Bank, in November 1998. He has been Controller of
the Bank since May 1994. From August 1989 to May 1994, Mr. Reddish served as
an associate with Deloitte & Touche, LLP. From August 1983 to August 1987,
Mr. Reddish served as a design engineer with Hewlett-Packard Co.
ROBERT H. STEVESON became President and Chief Executive Officer of
the Bank in July 1975 and of the Company in October 1981. He resigned as
President of the Bank in September 1998, but remains Chief Executive Officer
of the Company and the Bank, and President of the Company.
CARROLL R. TARESH became a director of the Company in May 1998.
Mr. Taresh was Executive Vice President of the Bank from December 1989 to
July 1996, retiring in July 1996. Mr. Taresh served as Senior Vice President
of the Bank from January 1989 to December 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; 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,
Lundberg, Peterson, Taresh 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.
-6-
<PAGE>
The Audit Committee of the Company met two times during 1998. The
Audit Committee of the Bank met four times during 1998. 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, 1998, the Board of Directors of
the Company met on 12 occasions and the Board of Directors of the Bank met on
15 occasions.
Each director of the Company attended at least 75 percent of the
meetings of the Boards of Directors of both the Company and the Bank and the
meetings of the committees of the Company and the Bank 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 1998, 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 or the Company's 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 and has attained the age of 72. The
-7-
<PAGE>
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.
The following discussion of stock options granted to directors, as
well as the discussion under "Executive Compensation" of stock options
granted to executive officers and employees, uses option prices and share
amounts that have been adjusted for stock dividends which occurred after the
stock options were granted.
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
16,663 shares of the Company's Common Stock. The options in the aggregate
were for 199,962 shares. The option price for shares subject to options is
$4.95 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 3,333 shares had vested. Mr. Meeks' options for the
remaining 13,330 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 6,666 shares had vested. Mr. Stern's options for the
remaining 9,997 shares remain unvested.
At the 1993 Annual Meeting, the shareholders of the Company adopted
the 1993 Option Plan and granted options for 21,000 shares of the Company's
Common Stock to each director elected at that meeting, except Mr. Steveson,
who was granted options for 126,000 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 any 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 $5.24 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.
-8-
<PAGE>
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, 1998 (the "Named Executive
Officers").
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>
1998 Robert H. President and CEO of $427,000 $88,027 -0- $18,922
1997 Steveson Company and CEO of 415,000 109,589 -0- 20,785
1996 Bank 395,004 105,669 -0- 15,311
1998 Richard P. Executive Vice $125,208 $3,796 -0- $10,016
1997 Smith President of Company 107,500 15,766 15,000 10,799
1996 and President and 90,000 17,122 15,000 7,200
COO of Bank
1998 Richard Executive Vice $115,000 $3,737 -0- $10,334
1997 O'Sullivan President of Bank 107,500 15,766 15,000 11,798
1996 90,000 17,000 15,000 6,445
1998 Craig Carney Senior Vice President $103,320 $3,349 -0- $8,745
1997 and Senior Credit 98,800 -0- 6,000 -0-
Officer of Bank
</TABLE>
- ------------------------
(1) The Named Executive Officers received other personal benefits from the
Company in the form of payments made by the Company for premiums for
health insurance, life insurance, long-term disability insurance and
dental insurance, as well as use of a Company owned automobile. Also,
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
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 1998 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 133,308 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.
-9-
<PAGE>
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 258,300 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 281,250
shares reserved under the 1995 Incentive Plan for which options may be granted
to key employees of the Company. Options have been granted for 139,875 shares
and options for an additional 141,375 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. No options were granted to the Named Executive Officers
during the last fiscal year.
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 $4.95 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 $5.24 per share. The options granted
under the 1993 Option Plan are 95% vested, and the remaining 5% will vest on
May 18, 1999. The option price for options granted in 1995 to the Named
Executive Officers under the 1995 Incentive Plan is $8.93 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 granted in 1996 and 1997 to the Named Executive
Officers under the 1995 Incentive Plan are $12.25 and $18.25 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.
-10-
<PAGE>
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
Number of Value Number of Unexercised In-the-Money Options
Shares Realized Options at FY-End at FY-End (1)
Acquired Upon ------------------------- -------------------------
Name on Exercise Exercise Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------ ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert H. Steveson -0- n/a 161,359 / 6,300 $1,829,169 / $70,950
Richard P. Smith -0- n/a 27,188 / 21,563 $150,643 / $86,021
Richard O'Sullivan -0- n/a 27,188 / 21,563 $150,643 / $86,021
Craig Carney -0- n/a 6,000 / 9,000 $14,000 / $21,000
</TABLE>
- ------------------------
(1) Based on a fair market value of $16.50 per share as of December 31,
1998.
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 one time in 1998 and all Committee
members were in attendance.
The Compensation Committee believes that the Chief Executive Officer's
compensation should be influenced by the 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 1999 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
1.5 percent of the Company's annual net profits after taxes.
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.
-11-
<PAGE>
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 until he reaches the age of 65. If Mr. Steveson had been
released from his duties as of December 31, 1998, he would have been entitled
to a payment of $1,138,672 under his Employment Agreement.
Mr. Smith's salary is established by the Compensation Committee and
is also influenced by the performance of the Company. The Compensation
Committee establishes the President's salary by considering the salaries of
presidents of comparably-sized banks and their performance. Effective
January 1, 1999, Mr. Smith's salary was established at $200,000. Mr. Smith
also receives an annual bonus equal to 0.5 percent of the Company's annual
net profits after taxes.
The salaries for all other Company personnel are established by
Mr. Smith subject to review by the Compensation Committee. Mr. Smith 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 the Company's
long-term performance-based compensation philosophy.
RESPECTFULLY SUBMITTED:
Brian D. Leidig
Wendell J. Lundberg
Donald E. Murphy
Robert H. Steveson
Alex A. Vereschagin, Jr., Chairman of the Compensation Committee
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
The Company and its subsidiaries have banking and other relationships
in the ordinary course of business with the Company's 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 period of five years,
or since the Company went public. The following graph demonstrates a
comparison of cumulative
-12-
<PAGE>
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)
<TABLE>
<CAPTION>
PERIOD ENDING
----------------------------------------------------------------------------
INDEX 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
TriCo Bancshares 100.00 63.09 89.28 125.17 200.53 149.97
S&P 500 100.00 101.32 139.39 171.26 228.42 293.69
< $1B Independent Western Banks 100.00 94.68 131.08 193.55 344.63 309.84
</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.
-13-
<PAGE>
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 intended will not, involve more than the normal risks of collectibility
or present other unfavorable features. As of December 31, 1998, the balance
due on loans to directors, officers and their affiliates was approximately
$9,133,313, which represents approximately 12.7 percent of shareholders'
equity of the Company on that date.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, the
Company's directors and executive officers are required to file reports of
their ownership of shares of Common Stock with the SEC. During 1998, the
Company's directors and executive officers filed all required reports on a
timely basis, except as follows: two reports on Form 4 for Mr. Hignell, each
reflecting one transaction, were filed late; one report on Form 4 for
Mr. Compton, reflecting one transaction, was filed late; one report on Form 4
for Mr. Steveson, reflecting one transaction, was filed late; and one report
on Form 4 for Mr. Vereschagin, reflecting one transaction, was filed late.
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, 1998, 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. The representatives will
have 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, 1998, is enclosed with this
Proxy Statement. Additional copies may be obtained by writing to: Douglas F.
Hignell, Secretary of the Company. THE COMPANY'S ANNUAL REPORT TO THE
SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K, INCLUDING THE FINANCIAL
STATEMENTS, SCHEDULES AND A LIST OF EXHIBITS THERETO, MAY BE OBTAINED, WITHOUT
CHARGE, BY WRITING TO DOUGLAS F. HIGNELL, SECRETARY, TRICO BANCSHARES,
63 CONSTITUTION DRIVE, CHICO, CALIFORNIA 95973.
SHAREHOLDERS' PROPOSALS
It is expected that the 2000 Annual Meeting of Shareholders of the
Company will be held on May 16, 2000. Any proposals intended to be presented
at the 2000 Annual Meeting must be received at the Company's offices on or
before December 21, 1999, in order to be considered for inclusion in the
Company's Proxy Statement and form of proxy relating to such meeting.
-14-
<PAGE>
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 1, 1999
-15-
<PAGE>
TRICO BANCSHARES
SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS, MAY 11, 1999
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 1, 1999, 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 11, 1999, 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.)
- --------------------------------------------------------------------------------
-FOLD AND DETACH HERE-
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Please mark
your vote as / X /
indicated in
this example
FOR all nominees
(except as indicated to WITHHOLD AUTHORITY
the contrary below). to vote for all nominees.
I. To elect as directors the following / / / /
nominees: Everett B. Beich,
William J. Casey, Craig S. Compton,
Douglas F. Hignell, Brian D. Leidig,
Wendell J. Lundberg, Donald E. Murphy,
Rodney W. (Rick) Peterson,
Robert H. Steveson, Carroll R. Taresh,
Alex A. Vereschagin, Jr.
(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 1999 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.
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 1999 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.
WE DO DO NOT EXPECT TO ATTEND THIS MEETING.
/ / / /
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
---------------------------------------- ------------------------
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.
- --------------------------------------------------------------------------------
-FOLD AND DETACH HERE-
