<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. 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 O-11
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-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 O-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE> 2
TRICO BANCSHARES
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 9, 2000
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 9, 2000, 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 2000; 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, 2000,
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
March 28, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
<PAGE> 3
PROXY STATEMENT
OF
TRICO BANCSHARES
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 9, 2000, 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, 2000 (the "Record Date"), are entitled to notice of and to vote at
the Annual Meeting. At the close of business on March 15, 2000, there were
7,181,350 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 7, 2000.
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, 2000, 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, each executive officer
listed in the Summary Compensation Table on page 9, and all executive officers
and directors of the Company as a group:
- 1 -
<PAGE> 4
<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
Beneficially Shares Beneficially Shares
Beneficial Owners Owned Outstanding Owned Outstanding
- ----------------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
TriCo Bancshares 550,278 (1) 7.66% 550,278 (1) 7.66%
Employee Stock Ownership
Plan and Trust
63 Constitution Drive
Chico, CA 95973
Directors and Certain
Executive Officers
- ---------------------
Everett B. Beich 54,650 (2) * 54,650 (2) *
Craig Carney 9,855 (3) * 9,855 *
William J. Casey 310,249 (4) 4.31% 310,249 (4) 4.31%
Craig S. Compton 66,981 (5) * 66,981 (5) *
Douglas F. Hignell 24,352 (6) * 574,630 (6)(15) 7.99%
Brian D. Leidig 61,748 (7) * 61,748 (7) *
Wendell J. Lundberg 164,238 (8) 2.28% 164,238 (8) 2.28%
Donald E. Murphy 187,429 (9) 2.61% 187,429 (9) 2.61%
Richard O'Sullivan 46,490 (10) * 46,490 (10) *
Richard P. Smith 40,562 (11) * 587,386 (11)(15) 8.14%
Robert H. Steveson 323,767 (12) 4.43% 823,529 (12)(15) 11.27%
Carroll R. Taresh 91,850 (13) 1.28% 91,850 (13) 1.28%
Alex A. Vereschagin, Jr. 81,962 (14) 1.14% 632,240 (14)(15) 8.78%
All Current Directors and 1,469,453 (16) 19.61% 1,954,830 (15)(16) 26.08%
Executive Officers as
a group (14 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, 2000, participants in the Plan were entitled to direct the voting
of all 550,278 shares held by the Trust. Of that total, 64,901 shares
had been allocated to the accounts of executive officers of the
Company.
- 2 -
<PAGE> 5
(2) Includes 1,574 shares held by Mr. Beich as custodian for his minor
grandchildren, 933 shares owned by Mr. Beich's wife, 102 shares held by
Mrs. Beich as custodian for her minor grandchildren and 9,000 shares
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 9,000 shares for which options are currently exercisable under
the Company's 1995 Incentive Stock Option Plan (the "1995 Incentive
Plan"), and 855 shares allocated to Mr. Carney's account in the ESOP
(see "Executive Compensation").
(4) Includes 10,500 shares for which options are currently exercisable by
Mr. Casey under the 1993 Option Plan (see "Compensation of Directors").
(5) 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 and 11,250 shares for which options are currently exercisable
under the 1993 Option Plan (see "Compensation of Directors").
(6) Includes 7,905 shares held by Hignell & Hignell, Inc., of which Mr.
Hignell is a partner. Also includes 8,900 shares for which options are
currently exercisable under the 1993 Option Plan (see "Compensation of
Directors").
(7) Includes 32,499 shares held by Parlay Investments, Inc., of which Mr.
Leidig is President and Chief Executive Officer, and 4,330 shares of
the Leidig Family Trust of which he is a trustee. Also includes 18,900
shares for which options are currently exercisable under the 1993
Option Plan (see "Compensation of Directors").
(8) Includes 4,244 shares held by Mr. Lundberg as custodian for his minor
children and 15,750 shares for which options are currently exercisable
under the 1993 Option Plan (see "Compensation of Directors").
(9) Includes 5,445 shares owned by the J. H. McKnight Ranch, of which Mr.
Murphy is Vice President, 9,149 shares owned by J. H. McKnight Ranch
Profit Sharing Plan, 144,214 shares held by Mr. Murphy and his wife as
co-trustees of the Blavo Trust and 9,000 shares for which options are
currently exercisable under the 1993 Option Plan (see "Compensation of
Directors").
(10) Includes 840 shares for which options are currently exercisable under
the 1993 Option Plan, 29,798 shares for which options are currently
exercisable under the 1995 Incentive Plan and 8,456 shares allocated to
Mr. O'Sullivan's account in the ESOP (see "Executive Compensation").
(11) Includes 70 shares held by Mr. Smith's wife, 7,140 shares for which
options are currently exercisable under the 1993 Option Plan, 29,798
shares for which options are currently exercisable under the 1995
Incentive Plan and 3,454 shares allocated to Mr. Smith's account in the
ESOP (see "Executive Compensation").
(12) Includes 839 shares held by Mr. Steveson's wife, 43 shares held by Mr.
Steveson's minor son and 54 shares held by Mr. Steveson's minor
daughter. Also includes 126,000 shares for which options are currently
exercisable under the 1993 Option Plan and 50,516 shares allocated to
Mr. Steveson's account in the ESOP (see "Executive Compensation").
(13) Includes 4,000 shares held by Mr. Taresh's wife.
(14) Includes 17,250 shares for which options are currently exercisable by
Mr. Vereschagin under the 1993 Option Plan (see "Compensation of
Directors").
(15) Includes 550,278 shares held by the ESOP of which Messrs. Steveson,
Smith, Hignell and Vereschagin are trustees (64,901 shares of which
have been allocated to the accounts of executive officers under the
ESOP).
- 3 -
<PAGE> 6
(16) Includes 313,626 shares for which options held by executive officers
and directors are currently exercisable under the 1993 Option Plan and
the 1995 Incentive Plan.
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
- -------------------------------------- --- --------------------------------------- --------
<S> <C> <C> <C>
Everett B. Beich ..................... 73 Director 1974(1)
William J. Casey ..................... 55 Vice-Chairman of the Board of Directors 1989
Craig S. Compton ..................... 44 Director 1989
Douglas F. Hignell ................... 57 Secretary and Director 1975(1)
Brian D. Leidig ...................... 60 Director 1989
Wendell J. Lundberg .................. 69 Director 1974(1)
Donald E. Murphy ..................... 64 Director 1974(1)
Richard P. Smith ..................... 42 President, Chief Executive Officer and 1999
Director
Robert H. Steveson ................... 63 Co-Chairman of the Board of Directors 1975(1)
Carroll R. Taresh .................... 62 Director 1998
Alex A. Vereschagin, Jr. ............. 64 Chairman of the Board of Directors 1974(1)
</TABLE>
- -----------------------
(1) Includes the period of time during which such 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, 2000:
- 4 -
<PAGE> 7
<TABLE>
<CAPTION>
Executive
Positions and Offices Held with Officer
Name Age the Company and/or the Bank Since
- -------------------------------------- --- ------------------------------------------- ---------
<S> <C> <C> <C>
Robert H. Steveson ................... 63 Co-Chairman of the Board of the Bank and 1975(1)
the Company
Richard P. Smith ..................... 42 President and Chief Executive Officer of the 1993
Bank and the Company
Richard O'Sullivan.................... 43 Executive Vice President - Customer Sales 1995
& Service of the Bank
Craig Carney.......................... 41 Senior Vice President and Chief Credit 1997
Officer of the Bank
Thomas J. Reddish..................... 40 Vice President and Chief Financial Officer 1998
of the Bank and the Company
</TABLE>
- -----------------
(1) Includes the period of time during which such 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.
Craig Carney became Senior Vice President and Chief Credit Officer on
January 1, 1997. Prior to then 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
employment date of January 1, 1997.
William J. Casey has been a self-employed healthcare consultant since
1986. He serves on the Board of Coram Healthcare Corp., Denver, Colorado.
Craig S. Compton is President, General Manager and a pilot for AVAG,
Inc., an aerial application business.
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.
- 5 -
<PAGE> 8
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 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 and then
Assistant Manager until he was appointed Manager in June 1992.
Thomas J. Reddish became Vice President and Chief Financial Officer of
the Company and the Bank in July 1999. Prior to that, he was Vice President and
Controller of the Company and Vice President of the Bank since November 1998.
Prior to that, he served as 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.
Richard P. Smith has been President, Chief Executive Officer and a
director the Company and the Bank since November 1999. Prior to that, he was
President of the Bank since September 1998 and Executive Vice President of the
Company since 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 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 H. Steveson was elected Co-Chairman of the Board of Directors of
the Company and the Bank in November 1999. Prior to that, he served as President
and Chief Executive Officer of the Bank since July 1975 and of the Company since
October 1981. He resigned as President of the Bank in September 1998 and as
Chief Executive Officer of the Bank and President and Chief Executive Officer of
the Company in November 1999.
Carroll R. Taresh became a director of the Company and the Bank in May
1998. Mr. Taresh was Executive Vice President of the Bank from December 1989
until his retirement 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, Taresh and
Vereschagin. The Board of Directors of the Company has not established a
standing Nominating Committee. For information on the Compensation and
Management Succession Committee, please refer to the section entitled "Report by
the Compensation and Management Succession Committee" contained herein.
The Audit Committee of the Company met two times during 1999. The Audit
Committee of the Bank met four times during 1999. The functions of the Audit
Committees of the Company and the Bank are to recommend the
- 6 -
<PAGE> 9
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, 1999, the Board of Directors of the
Company met on 11 occasions and the Board of Directors of the Bank met on 18
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 1999, 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 amount of the supplemental
retirement benefit is equal to 15 times the amount of the retainer fee paid to
the director
- 7 -
<PAGE> 10
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
Company's 1989 Non-Qualified Stock Option Plan (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. 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
Rodney W. ("Rick") Peterson (who was not a director at the time of the original
grant of options in 1989). Mr. Peterson died in 1999 holding fully-vested
options for 13,330 shares under the 1989 Option Plan and 21,000 shares under the
1993 Option Plan. The options held by the Peterson estate under the 1989 Option
Plan are the only outstanding options under the 1989 Option Plan.
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. The options granted under the 1993 Option
Plan became fully vested on May 18, 1999. 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.
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, 1999 (the "Named Executive
Officers").
- 8 -
<PAGE> 11
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Number of
Fiscal ------------------------- Stock All Other
Year Name Principal Position Salary (1) Bonus Options (2) Comp.(3)
------ ------ ------------------ ---------- ------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
1999 Robert H. Co-Chairman of the $427,000 $131,553 -0- $19,318
1998 Steveson Board of Directors of 427,000 88,027 -0- 18,922
1997 Bank and Company 415,000 109,589 -0- 20,785
1999 Richard P. President and Chief $200,004 $ 38,875 -0- $12,800
1998 Smith Executive Officer of 125,208 3,796 -0- 10,016
1997 Bank and Company 107,500 15,766 15,000 10,799
1999 Richard Executive Vice $150,000 $ 29,438 -0- $12,682
1998 O'Sullivan President of Bank 115,000 3,737 -0- 10,334
1997 107,500 15,766 15,000 11,798
1999 Craig Carney Senior Vice President $120,000 $ 11,298 -0- $9,600
1998 and Chief Credit 103,320 3,349 -0- $8,745
1997 Officer of Bank 98,800 -0- 6,000 -0-
</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 by Messrs. Smith and O'Sullivan of
Company-owned automobiles. 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 1999 pursuant to the
Supplemental Executive Retirement Plan that are considered by the
Securities and Exchange Commission ("SEC") to be at above-market rates.
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
- 9 -
<PAGE> 12
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 Plan, the option price is $4.95
per share. The options granted under the 1989 Option Plan 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 fully vested. The option
price for options granted in 1995 to the Named Executive Officers under the 1995
Incentive Plan is $8.93 per share. The options granted in 1995 under the 1995
Incentive Plan are 85% vested. An additional 10% will vest on the next
anniversary of the date of grant and the final 5% will vest on the following
anniversary of the date of grant. 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.
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 126,000 / -0- $1,765,500 / $-0-
Richard P. Smith -0- n/a 36,938 / 11,812 $283,808 / $60,672
Richard O'Sullivan -0- n/a 30,638 / 10,972 $195,531 / $48,902
Craig Carney -0- n/a 9,000 / 6,000 $45,750 / $30,500
</TABLE>
- ------------
(1) Based on a fair market value of $19.25 per share as of December 31, 1999.
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 AND MANAGEMENT SUCCESSION COMMITTEE
SEC rules require that the Compensation and Management Succession
Committee (the "Compensation Committee") provide a report disclosing the
specific rationale for the compensation paid to each Named Executive
- 10 -
<PAGE> 13
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 Compensation Committee establishes the compensation plans and
specific compensation levels for the Co-Chairman and the President and Chief
Executive Officer. The Compensation Committee met two times in 1999.
The Compensation Committee believes that the Co-Chairman's compensation
should be influenced by the performance of the Company. Therefore, although
there is necessarily some subjectivity in setting the Co-Chairman's salary,
elements of the compensation package, such as the 1993 Option Plan and the 1995
Incentive 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.
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 2000 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.
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, 1999, he would have been entitled to a payment of
$711,667 under his Employment Agreement.
Mr. Smith's salary is established by the Compensation Committee and is
also influenced by the performance of the Company. Elements of the compensation
package, such as the 1993 Option Plan and the 1995 Incentive Plan, are directly
tied to Company performance. The Compensation Committee establishes the CEO's
salary by considering the salaries of CEOs of comparably-sized banks and their
performance. Effective January 1, 2000, Mr. Smith's salary was established at
$250,000. 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 and the Co-Chairman, 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
- 11 -
<PAGE> 14
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 and Management
Succession Committee
COMPENSATION AND MANAGEMENT SUCCESSION 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, Co-Chairman 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 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. The
Index of Less than $1 Billion Independent Western Banks was taken over by SNL
Securities from Montgomery Securities, the latter of which has discontinued its
preparation of the index.
- 12 -
<PAGE> 15
[TriCo Bancshares Total Return Performance Graph]
<TABLE>
<CAPTION>
PERIOD ENDING
---------------------------------------------------------------
INDEX 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
TriCo Bancshares 100.00 141.52 198.41 317.87 237.72 288.10
S&P 500 100.00 137.58 169.03 225.44 289.79 350.78
<$1B Independent Banks 100.00 138.44 204.43 363.99 327.25 432.67
</TABLE>
SNL Securities LC (804) 977-1600
(c) 2000
- 13 -
<PAGE> 16
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, 1999, the balance due on
loans to directors, officers and their affiliates was approximately $9,912,783,
which represents approximately 13.7 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 1999, the Company's
directors and executive officers filed all required reports on a timely basis,
except as follows: two reports on Form 4, one each for Messrs. Murphy and Beich,
each reflecting two transactions, were filed late; and six reports on Form 5,
one each for the ESOP and Messrs. Hignell, Steveson, Smith, Vereschagin and
Compton, each reflecting one transaction, were 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, 1999, 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, 1999, 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 2001 Annual Meeting of Shareholders of the
Company will be held on May 8, 2001. Any proposals intended to be presented at
the 2001 Annual Meeting must be received at the Company's offices on or before
November 29, 2000, in order to be considered for inclusion in the Company's
Proxy Statement and form of proxy relating to such meeting.
- 14 -
<PAGE> 17
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
March 28, 2000
- 15 -
<PAGE> 18
TRICO BANCSHARES
SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS, MAY 9, 2000
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 March 28, 2000, 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 9, 2000, at 6:00 p.m., or at any
postponements or adjournments thereof, upon the following items as set forth in
the Notice of Annual Meeting and Proxy Statement and to vote according to their
discretion on all other matters which may be properly presented for action at
the meeting or any adjournments thereof. All properly executed proxies will be
voted as indicated. The above named proxy holders are hereby granted
discretionary authority to cumulate votes represented by the shares covered by
this proxy in the election of directors.
(To be continued and signed on the reverse side.)
<PAGE> 19
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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, Richard P. Smith, Robert H.
Steveson, Carroll R. Taresh, Alex A. Vereschagin, Jr.
______ FOR ALL nominees (except as indicated to the contrary below).
______ WITHHOLD AUTHORITY to vote for all nominees.
(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 2000 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 2000 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.
- --------- ---------
Date
--------------------------------
Signature
---------------------------
- ------------------------------------
Signature if Held Jointly
PLEASE DATE AND SIGN EXACTLY AS YOUR NAME(S) APPEAR. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. ALL JOINT
OWNERS SHOULD SIGN. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY AN
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THIS
PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
