<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
IMPERIAL BANCORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF IMPERIAL BANCORP]
Imperial Bank Building
P.O. Box 92991
Los Angeles, California 90009
(310) 417-5600
April 23, 1999
TO OUR SHAREHOLDERS:
We are pleased to invite you to attend the Annual Meeting of Shareholders of
the Company which will be held at our offices in the Imperial Bank Building,
9920 South La Cienega Boulevard, Second Floor, Inglewood, California 90301, on
Thursday, May 27, 1999, at 10:00 a.m.
The matters upon which Shareholders will be asked to act will be to elect
directors, to approve an amendment of the 1986 Stock Option Plan to increase
the number of shares available for grant, and to ratify the appointment of
KPMG LLP as the Company's independent accountants. Information about these
matters is set forth in the attached Proxy Statement.
Although you may presently plan to attend the meeting, I urge that you
complete your proxy and date, sign and return the proxy in the enclosed
postage paid envelope. If you attend the meeting, as I hope you will, you may
vote in person even though you have previously mailed the executed proxy card.
/s/ George L. Graziadio
George L. Graziadio, Jr.
Chairman of the Board, President and
Chief Executive Officer
<PAGE>
[LOGO OF IMPERIAL BANCORP]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 27, 1999
The Annual Meeting of Shareholders of Imperial Bancorp will be held at the
Company's offices in the Imperial Bank Building, 9920 South La Cienega
Boulevard, Second Floor, Inglewood, California 90301, on May 27, 1999, at
10:00 a.m., to consider and vote upon the following proposals:
1. The election of seven directors.
2. To ratify the appointment of KPMG LLP as independent accountants for
1999.
3. To approve amendment of the 1986 Stock Option Plan to increase the
number of shares available for grant by one million shares, as adjusted for
stock dividends.
4. Any other business that may properly come before the meeting.
The foregoing matters are more fully described in the accompanying Proxy
Statement.
Shareholders of record at the close of business on March 15, 1999, will be
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Richard M. Baker
Richard M. Baker
Secretary
<PAGE>
[LOGO OF IMPERIAL BANCORP]
PROXY STATEMENT
VOTING AND PROXY
The enclosed proxy is being solicited by the Board of Directors of Imperial
Bancorp, a California corporation, and will be voted at the Annual Meeting of
Shareholders on May 27, 1999, unless revoked prior to the voting thereof.
The solicitation of proxies will be by mail and the cost will be borne
directly by the Company. Additionally, officers and other Company employees
may solicit proxies by telephone, telegram or personally. Upon request, the
Company will reimburse banks, brokers, nominees and related fiduciaries for
reasonable expenses incurred by them in sending annual reports and proxy
materials to beneficial owners of the Company's stock.
All shares represented by each properly executed unrevoked proxy received in
time for the meeting will be voted. Any proxy given may be revoked any time
prior to its exercise by filing with the Secretary of the Company a writing
revoking it or a duly executed proxy bearing a later date, or by attending and
voting in person. The Proxy Statement and the accompanying Form of Proxy will
be first mailed to the Company's Shareholders on or about April 23, 1999.
Voting Securities
Shareholders of record on March 15, 1999, are entitled to notice of, and to
vote at, the 1999 Annual Meeting of Shareholders or any adjournment or
adjournments thereof. As of March 1, 1999, there were 41,891,668 outstanding
shares of common stock. Each Shareholder is entitled to one vote for each
share held on all matters to come before the meeting.
The candidates receiving the highest number of votes, up to the number of
directors to be elected, shall be elected.
Nominations for Directors
Article III, Section 3(b) of the Company's By-Laws sets forth the following
special procedures for nominations of directors by persons other than the
Board of Directors:
"Nominations for the election of directors may be made by the Board of
Directors or by any Shareholder entitled to vote for the election of
directors. Such nominations other than by the Board of Directors shall be
made by notice in writing, delivered or mailed by first class United States
mail, postage prepaid, to the Secretary of the corporation not less than 60
days prior to the first anniversary of the date of the last meeting of
Shareholders of the corporation called for the election of directors.
(1) Each notice shall set forth (i) the name, age, business address
and, if known, residence address of each nominee proposed in such
notice; (ii) the principal occupation or employment of each such
nominee; (iii) the number of shares of stock of the corporation which
are beneficially owned by such nominee; and (iv) such other information
as would be required by the Federal Securities Law and the Rules and
Regulations promulgated thereunder in respect to an individual
nominated as a director of the corporation and for whom proxies are
solicited by the Board of Directors of the corporation.
<PAGE>
(2) The Chairman of any meeting of Shareholders may, if the facts
warrant, determine and declare to the meeting that a nomination was not
in accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the defective
nomination shall be disregarded."
To comply with the above By-Law provision, nominations for the 1999 Annual
Shareholders Meeting by persons other than the Board of Directors should have
been received on or before March 23, 1999. The Company did not receive any
such nominations and considers such nominations to be closed.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth information as of March 1, 1999, pertaining to the
securities ownership by persons known to the Company to own 5% or more of any
class of the Company's voting securities, current directors of the Company and
Named Executive Officers. The information contained herein has been obtained
from the Company's records, from various filings made by the named individuals
with the Securities and Exchange Commission or from information furnished
directly by the individuals or entity to the Company.
The Company is of the opinion that there is no person who possesses directly
or indirectly the power to direct or cause direction of the management and
policies of the Company, nor is it aware of the existence of a group of
persons formed for such purpose, whether through the ownership of voting
securities, by contract or otherwise.
The table should be read with the understanding that more than one person
may be the beneficial owner or possess certain attributes of beneficial
ownership with respect to the same securities. Thus, careful attention should
be given to the code designations and footnote references set forth in the
column "Nature of Holdings." In addition, options with respect to shares
exercisable or shares issuable within 60 days of the date of this information
are deemed to be outstanding and have been utilized in calculating the
percentage ownership of those individuals possessing such interest. Thus, the
total number of shares considered to be outstanding for the purposes of this
table may vary depending upon the stockholder's particular circumstance.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Nature of Percent of
and Position Held for which Inclusion Required Held Holdings Common
---------------------------------------------- --------- --------- ----------
<C> <S> <C> <C> <C>
1. George L. Graziadio, Jr.--Chairman of the
Board, President & CEO
--Direct Ownership 870,889 AC(1)(2)
--Graziadio Investment Company 2,877,400 AC(2)(3)
--Exercisable under 1986 Stock Option Plan 546,642 AC(2)
--Employee Stock Ownership Plan 252 A(2)
--Profit Sharing Plan 124 AC(2)
---------
4,295,307 10.25%
2. Norman P. Creighton--Director
--Direct Ownership 488,971 AC(1)
--Exercisable under 1986 Stock Option Plan 492,642 AC
--Employee Stock Ownership Plan 4,356 A
--401K Plan 51,903 AC
--Profit Sharing Plan 80,888 AC
---------
1,118,760 2.67%
3. Prudential Trust Company Trustee for:
--Imperial Bancorp Profit Sharing Plan 953,876
--Imperial Bancorp 401 K Plan 834,705
Imperial Trust Company Trustee for:
--Imperial Bancorp Employee Stock Owner-
ship Plan 618,391
---------
2,406,972 5.75%
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Nature of Percent of
and Position Held for which Inclusion Required Held Holdings Common
---------------------------------------------- ------- --------- ----------
<C> <S> <C> <C> <C>
4. G. Louis Graziadio, III--Director
--Direct Ownership 151,579 AC(2)
--Custodian for Children 111,930 BDE(4)
--Trustee Gina and Carra Partnership 109,468 BDE(4)
--George & Reva Graziadio
Grandchildren's Trust 17 BDE(4)
--Exercisable under 1986 Stock Option Plan 23,220 AC(2)
--Graziadio Investment Company, 2,877,400
shares 168,327 E(3)(5)
-------
564,541 1.35%
5. Richard K. Eamer--Director
--Direct Ownership 42,639 AC(2) 0.10%
6. Lee E. Mikles--Director
--Direct Ownership 19,872 AC(1)(2)
--Exercisable under 1986 Stock Option Plan 48,870 AC(2) 0.16%
-------
68,742
7. Paul A. Novelly--Director
--Direct Ownership 81,169 AC(2)
--Paul A. Novelly Charitable Remainder Trust 113,400 ACE(6)
--Apex Oil Employees Savings Plan 102,859 CD(6)
--Novelly Exempt Trust 20,396 E(6)
--West Bank Trust 492,382 E(6)
-------
810,206 1.93%
8. William L. MacDonald--Director
--Direct Ownership 3,294 AC(2)
--Exercisable under 1986 Stock Option Plan 30,510 AC(2)
-------
33,804 0.08%
9. Daniel R. Mathis--President of Imperial Bank
--Direct Ownership 570 AC(2)
--Exercisable under 1986 Stock Option Plan 243,281 AC(2)
--Employee Stock Ownership Plan 2,911 A(2)
--401K Plan 1,544 AC(2)
--Profit Sharing Plan 603 AC(2)
-------
248,909 0.59%
10. Harry W. Chenoweth--Exec. VP of Imperial
Bank
--Exercisable under 1986 Stock Option Plan 31,182 AC(2)
--401K Plan 308 AC(2)
-------
31,490 0.08%
11. James R. Daley--Exec. VP of Imperial Bank
--Direct Ownership 3,036 AC(2)
--Exercisable under 1986 Stock Option Plan 72,848 AC(2)
--Employee Stock Ownership Plan 1,103 A(2)
--401K Plan 2,234 AC(2)
--Profit Sharing Plan 1,275 AC(2)
-------
80,496 0.19%
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Nature of Percent of
and Position Held for which Inclusion Required Held Holdings Common
---------------------------------------------- --------- --------- ----------
<C> <S> <C> <C> <C>
12. All Current Officers and Directors as a
Group of 17 7,576,557 (7) 18.09%
13. Graziadio Family Trust
(Phillip M. Bardack, Stevan Calvillo,
William R. Lang, Trustees)
--Beneficial Owner of More Than
Five Percent 2,183,284 BD 5.21%
</TABLE>
Notes:
The address for all persons above is:
Imperial Bank Building
9920 South La Cienega Boulevard
Inglewood, CA 90301
A--Possess Sole Voting Power
B--Possess Shared Voting Power
C--Possess Sole Investment Power
D--Possess Shared Investment Power
E--Disclaim Beneficial Ownership
- --------
(1) George L. Graziadio, Jr., Norman P. Creighton and Lee E. Mikles serve as
members of the Imperial Bancorp Salary Investment, Profit Sharing and
Employee Stock Ownership Plans Administrative Committee (the "Committee")
which is a committee of the Board of Directors of the Company. The
Committee has the power, pursuant to the Imperial Bancorp Salary
Investment, Profit Sharing and Employee Stock Ownership Plans, to direct
the Plan Trustee as to the manner in which it shall vote the shares of
common stock held by the Trustee, other than allocated shares held in the
Employee Stock Ownership Plan. The Committee acts by a majority vote. The
Board also has the right to act as a committee of the entirety. The shares
held by the Trustee are not included in the number of shares shown to be
beneficially held by each of Messrs. George L. Graziadio, Jr., Norman P.
Creighton and Lee E. Mikles as each of them disclaims direct beneficial
ownership of the shares so held.
(2) Pursuant to California law, personal property held in the name of a
married person may be community property as to which either spouse has the
power and ability to manage and control in its entirety. The Company has
no information pertaining to whether these shares are or are not community
property or whether any arrangement exists between the spouses pertaining
to voting or disposing of these shares and has thus assumed that, in the
absence of information to the contrary, married persons share investment
and voting power with their spouse.
(3) Holdings attributable to multiple parties have been adjusted to avoid
duplications.
(4) G. Louis Graziadio, III holds 111,930 shares as custodian/trustee for his
children, which are reported in his total. Mr. Graziadio disclaims
beneficial ownership of the shares so reported.
(5) The Graziadio Investment Co. ("GIC") is a limited partnership of which the
Graziadio Investment Corp. ("GI Corp.") is the General Partner. George L.
Graziadio is the controlling shareholder of GI Corp. and a Class A Limited
Partner of GIC. The limited partners include the George L. & Reva M.
Graziadio Grandchildren's Trust No. 1 (Trust No. 1) and George & Reva
Graziadio Trust (Trust). G. Louis Graziadio, III is a trustee of Trust No.
1 and trustee and beneficiary of the Trust and disclaims beneficial
ownership except as to his beneficial interest, 5.85% of GIC.
(6) Mr. Novelly is the settlor and trustee of the Paul A. Novelly Charitable
Remainder Trust and has sole voting and investment power, but disclaims
any beneficial ownership of its shares. He shares voting and investment
power of the shares held by the Apex Oil Employees Savings Plan, but
disclaims beneficial ownership. Mr. Novelly is the settlor and beneficiary
of the Novelly Exempt Trust, but not a trustee, and has no voting or
investment power and disclaims any beneficial ownership. Mr. Novelly is
the settlor and a beneficiary of the West Bank Trust, but not a trustee,
and, thus, has no voting or investment power and he disclaims beneficial
ownership of the West Bank Trust's shares.
(7) There are 1,738,826 shares representing outstanding options exercisable by
current officers and directors within 60 days of this table.
4
<PAGE>
PROPOSAL 1. ELECTION OF DIRECTORS
Directors are elected at each Annual Meeting of Shareholders and hold office
until their respective successors are elected. The By-Laws of the Company
provide that the number of directors may be no less than five (5) and no more
than ten (10) with the number being fixed by a resolution of the Board of
Directors which has set the number as seven (7). All the nominees other than
Mr. MacDonald were elected to the Board at the last Shareholders Meeting. All
the nominees are believed to be willing to serve as directors, but if any of
them should decline or be unable to act as a director, the proxy holders will
vote for the person designated by the Board of Directors to replace any such
nominee.
Set forth below is certain information as of March 1, 1999, with respect to
each of the nominees.
<TABLE>
<CAPTION>
Director Principal Occupation And
Name Age Since Other Directorships Held
---- --- -------- ------------------------
<S> <C> <C> <C>
George L. Graziadio, Jr. 79 1969 Chairman of the Board, President and Chief
Executive Officer of the Company; Director of
the Company; Chairman of the Board of Imperial
Bank; Director of various other subsidiaries.
Mr. Graziadio is engaged as an owner or partner
in many other business activities, primarily in
the real estate industry. Director of Coastcast
Corp. Mr. Graziadio is the father of G. Louis
Graziadio, III, and uncle of Lee E. Mikles,
nominees for election to the Board of Directors.
Norman P. Creighton 63 1985 Director of the Company; Vice Chairman of the
Board, Chief Executive Officer and Director of
Imperial Bank.
Richard K. Eamer 70 1985 Director of the Company; Director of Imperial
Bank. Venture capitalist.
G. Louis Graziadio, III 49 1984 Director of the Company and Imperial Trust Co.;
Director of Imperial Credit Industries, Inc.
Chairman and CEO of Ginarra Holdings, Inc., and
subsidiaries, a California corporation engaged
in investments. Chairman of the Board and CEO of
Boss Holdings, Inc.; Chairman of the Board of
LGI Liquidation Co. He is the son of George L.
Graziadio, Jr., Chairman of the Board.
Lee E. Mikles 43 1996 Director of the Company; Director of Imperial
Bank. Investment advisor, Mikles/Miller
Management Inc. Director of Coastcast Corp.;
Director of Boss Holdings, Inc. He is the nephew
of George L. Graziadio, Jr., Chairman of the
Board.
Paul A. Novelly 55 1998 Director of the Company, Director of Imperial
Bank. Owner of Apex Oil Co., Inc. Director of
Coastcast Corp; Director of Boss Holdings, Inc.;
Director of Intrawest Corp.; Director of Quintel
Communications, Inc.
William L. MacDonald 49 1999 Director of the Company, Director of Imperial
Bank. Chairman, President and CEO of
Compensation Resource Group.
</TABLE>
5
<PAGE>
Mr. MacDonald has been a director of Imperial Bank since 1994. He was
appointed to the Board of the Company effective January 2, 1999.
The Company does not currently have a nominating committee of the Board of
Directors. Generally, the Board of Directors as a whole acts upon such matters
as nominations. The Compensation Committee is composed of Messrs. Eamer and
Mikles. The Company has an Executive Committee which is composed of Messrs.
Graziadio, Creighton, Yost, Mathis, Casey, Chenoweth, Daley and Ms. McCarthy.
The Committee meets monthly, primarily to consider and act upon various
aspects of the Company's ongoing operations. The Committee may, however,
consider such matters as compensation and audit and make recommendations on
these or other matters to the Board of Directors in its entirety. From time to
time, the Board of Directors has and will refer matters to the Executive
Committee for implementation in line with policies established by the Board of
Directors. The Executive Committee met 11 times during 1998.
Messrs. Eamer and MacDonald serve on the Audit Committee, which meets
quarterly or more as needed.
The Company's Board of Directors held 12 regularly scheduled meetings during
1998. No incumbent director, other than Messrs. Eamer and Novelly, attended
fewer than 75% of the aggregate of (a) the total number of meetings of the
Board of Directors and (b) the total number of meetings of committees of the
Board of which he served (during the period for which he served).
Director Fees
The directors who are not salaried employees of the Company or its
subsidiaries receive an annual retainer of $12,000, payable quarterly, $1,000
per Board meeting attended and $500 for each committee meeting attended. In
addition, members of the Audit Committee receive an additional $3,000
retainer, payable quarterly, and $500 per meeting attended. Directors may
defer all or a portion of their fees under the Deferred Compensation Plan.
Salaried employees receive no additional compensation for their services as
directors.
Executive Compensation
The following table sets forth for the fiscal years ended December 31, 1998,
1997 and 1996, the compensation for services in all capacities to the Company
of those persons who were at December 31, 1998, the chief executive officer
and the other four most highly compensated executive officers of the Company
(the "Named Executive Officers").
6
<PAGE>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
Other Restricted Number All
Name and Annual Stock of Option LTIP Other
Principal Position Year Salary(1) Bonus Comp(2) Awards Shares(3) Payouts Comp(4)
------------------ ---- --------- -------- -------- ---------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
George L. Graziadio, Jr. 1998 $500,000 $722,909 $190,927 0 135,000 0 $ 7,893
Chairman of the Board 1997 435,000 767,442 270,614 0 0 0 13,012
and Chief Executive Officer, 1996 375,000 482,812 352,568 0 411,642 0 12,218
Imperial Bancorp
Norman P. Creighton 1998 $500,000 $644,904 $119,817 0 81,000 0 $12,893
Vice Chairman of the 1997 435,000 700,900 217,167 0 0 0 17,762
Board and Chief Executive 1996 375,000 482,812 177,874 0 411,642 0 16,968
Officer, Imperial Bank
Daniel R. Mathis 1998 $325,000 $419,187 $ 44,032 0 81,000 0 $ 7,893
President, 1997 275,000 443,100 69,117 0 0 0 13,012
Imperial Bank 1996 160,000 167,800 39,070 0 248,229 0 12,401
Harry W. Chenoweth 1998 $225,000 $208,821 $ 45,394 0 16,200 0 $12,893
Executive Vice President, 1997 185,000 229,700 63,223 0 62,366 0 1,480
Imperial Bank
James R. Daley 1998 $210,000 $220,378 $ 31,229 0 16,200 0 $12,893
Executive Vice President, 1997 170,000 201,400 38,544 0 0 0 17,762
Imperial Bank 1996 160,000 169,800 23,065 0 97,133 0 16,968
</TABLE>
- --------
(1) Compensation deferred at election of executive included in category and
year earned.
(2) Includes automobile allowance, additional life, GTL, legal services,
employer contribution to deferred compensation and below market interest
on loans.
(3) Adjusted to reflect 10% stock dividend in February 1997, 3 for 2 stock
split in February 1998, and 8% stock dividend in February 1999.
(4) These amounts represent contributions to the Company's Profit Sharing
Plan, 401K Plan and Employee Stock Ownership Plan.
Special Compensation Agreements
In order to encourage certain executive officers to remain with the Company
and to continue to devote full attention to the Company's business in the
event an effort is made to obtain control of the Company, the Company has
entered into Special Compensation Agreements with Messrs. G. L. Graziadio, Jr.
and N. P. Creighton. These agreements provide for certain payments in the
event of a change of control equal to the lesser of 2.9 times the average
annual compensation of the executive officer or the largest gross special
compensation amount which, in the opinion of the Company's independent
auditors, will maximize the net payment to the executive after consideration
of the executive's income taxes and the excise tax imposed by the Internal
Revenue Code and applicable State excise tax provision. Special compensation
is payable to Mr. Graziadio upon a change in control and to Mr. Creighton upon
a termination after a change of control unless such termination is the result
of his death, disability, retirement or good reason as defined in the
agreement.
Supplemental Compensation Plans
The Chairman of the Company is covered by a Death Benefit Only Plan ("DBO
Plan") which, pursuant to a compensation agreement executed between the
Company and Mr. Graziadio, provides for a death benefit beginning at
$2,546,000.00 in year one and increasing annually to $5,085,461.00 at the end
of year 15. The Company has purchased a life insurance policy to fund the
death benefits under the DBO Plan.
In 1996, the Company established a Split Dollar Life Insurance Plan to
provide certain death benefits to the estate of the Company's Chairman and his
spouse. The insurance policy purchased under the Plan provides for a lump sum
payment to the estate of the last to survive in amounts ranging from
$10.5 million in year one to $5.2 million in year 26, depending on the time of
death. The Company is obligated to make annual premium
7
<PAGE>
payments of $830,000 with respect to the policy for a twelve year period. At
the end of the 13th year, the Company will receive back an amount equal to the
aggregate premiums paid without interest or earnings. The cash surrender value
of the policy offsets the amount of premiums paid. The net income from the
policy for the year ended December 31, 1998, approximated $215,000.
In March 1992, the Board of Directors approved the 1992 Deferred
Compensation Plan for certain senior executives, including the Chairman and
other officers and directors of the Company and its subsidiaries, under which
eligible executives can elect to have credited to their account a portion of
covered compensation for a period of up to seven years, which compensation is
matched by the participant's employer on a basis tied to the Company's return
on equity, from 10% to 50%, with the amounts both deferred and contributed
earning interest at a rate determined annually by the Company based, beginning
September 1, 1997, on the 10-year Treasury Bond yield plus 250 basis points as
determined by the Plan Committee. The participant's participation is limited
to 20% of covered compensation with a maximum amount set for each participant.
In addition, each participant is to receive a grant of nonstatutory stock
options based on his or her contributions and level within the organization
calculated to equal a portion of the amount deferred through the seven years
which, when exercised, will produce a compensation deduction for income tax
purposes for the employer which will offset the compensation cost of the 1992
Plan over its life, assuming appreciation in the Company's book value and the
market value of its stock. The anticipated liabilities of the Company and its
subsidiaries under the 1992 Plan are being accrued.
In January 1996, the Board of Directors approved the 1996 Deferred
Compensation Plan for certain senior executives, including the Chairman and
other officers and directors of the Company and its subsidiaries. Under the
1996 Plan, eligible executives can elect to have credited to their account
annually a portion of covered compensation which is matched by the
participant's employer. The first $9,500 is matched at 50% to encourage senior
executives to not participate in the Qualified 401K Plan, thereby reducing the
top heavy restrictions on that Plan and allowing mid-management employees
greater participation in the Qualified 401K Plan, and the balance on a basis
related to the Company's return on equity, from 10% to 50%, with such amounts
earning interest at a rate set annually based, beginning September 1, 1997, on
the 10-year Treasury Bond yield plus 250 basis points as determined by the
Plan Committee. The bonus for 1995, paid in 1996, for eligible executives
could be included in the 1996 Plan. Each employee participant is limited to
20% of covered compensation and each director to 100%. The Plan allows
participants to effectively roll over amounts distributable under the 1992
Plan into the 1996 Plan in 1999. The anticipated liabilities of the Company
and its subsidiaries under the 1996 Plan are being accrued for financial
statement purposes. To offset the Deferred Compensation Plan liability, the
Company purchased life insurance policies during 1996 for which it is the
beneficiary. The policies have a cash surrender value which substantially
offsets the premiums paid for the policies. The net income of the policies
approximated $33,000 for the year ended December 31, 1998.
Stock Option Plan
The 1986 Stock Option Plan was approved by the Shareholders at the 1987
Annual Meeting and amended at the 1990, 1992, 1993, 1995, 1996 and 1997 Annual
Meetings. The 1986 Plan provides for stock options covering 5,418,540 shares
of the Company's common stock, as adjusted for stock dividends, which may be
or have been granted to key executive and supervisory personnel of the Company
and its subsidiaries. Through March 1, 1999, options for 3,994,040 shares had
been granted and are outstanding.
All option prices were equal to the market value of the common stock on the
date of grant and the grants were for the term of either five or ten years as
provided in the Plan, with all options exercisable one-fourth or one-sixth
each year after the first year following the date of grant other than options
granted to directors, which are immediately vested.
8
<PAGE>
The following table sets forth for the fiscal year ended December 31, 1998,
the stock options granted to the Company's Named Executive Officers pursuant
to the 1986 Stock Option Plan. All option information provided has been
adjusted to reflect the February 1999 stock dividend.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% of Total
Options Shares Option Expire
Name Granted Granted Price Date 5% 10%
---- ------- ---------- ------ -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
George L. Graziadio, Jr. 135,000 7.04% $13.94 12/02/03 $402,998 $1,032,288
Norman P. Creighton 81,000 4.22% $13.94 12/02/03 $241,799 $ 619,372
Daniel R. Mathis 81,000 4.22% $13.94 12/02/03 $241,799 $ 619,732
Harry W. Chenoweth 16,200 0.84% $13.94 12/02/08 $128,028 $ 346,023
James R. Daley 16,200 0.84% $13.94 12/02/08 $128,028 $ 346,023
</TABLE>
The following table sets forth information with respect to the Named
Executive Officers concerning unexercised options held as of the end of fiscal
1998. All option information has been adjusted to reflect the February 1999
stock dividend.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at 12/31/98 at 12/31/98
Shares Value ------------------------ --------------------------
Name Acquired Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- -------- ---------- ------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
George L.
Graziadio,
Jr.(1) 318,272 $9,172,422 546,642 0 $3,750,423 $ 0
Norman P.
Creighton(2) 156,272 $4,214,279 492,642 0 $3,652,673 $ 0
Daniel R.
Mathis(3) 0 $ 0 225,773 124,116 $1,077,686 $ 691,556
Harry W.
Chenoweth 0 $ 0 15,591 62,975 $ 56,876 $ 199,960
James R.
Daley 0 $ 0 48,565 64,768 $ 403,138 $ 432,488
</TABLE>
- --------
(1) George L. Graziadio, Jr. has 546,642 shares in unexercised director's
options valued at $3,750,423 as of 12/31/98. Director's options are
immediately exercisable in whole or in part and expire five years from
date of grant.
(2) Norman P. Creighton has 492,642 shares in unexercised director's options.
Director's options are immediately exercisable in whole or in part and
expire five years from date of grant. The total value of all unexercised,
in-the-money options was $3,652,673 as of 12/31/98.
(3) Daniel R. Mathis has 229,765 unexercised nonqualified options and 39,124
unexercised incentive options. In addition, he has 81,000 shares in
unexercised director's options. Director's options are immediately
exercisable in whole or in part and expire five years from date of grant.
The total value of all unexercised in-the-money options was $1,769,242 as
of 12/31/98.
(4) Harry W. Chenoweth has 47,748 unexercised nonqualified options and 30,818
unexercised incentive options. The total value of all unexercised, in-the-
money options was $256,836 as of 12/31/98.
(5) James R. Daley has 65,284 unexercised nonqualified options and 48,049
unexercised incentive options. The total value of all unexercised, in-the-
money options was $835,626 as of 12/31/98.
9
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
Executive Compensation Principles
Imperial Bancorp's compensation policies have been structured to align the
compensation of the Chief Executive Officer and the other senior executives of
the Company and its principal subsidiary with the values, objectives and
business and financial performance of the entity. The Company has aligned the
financial interests of executives with the results of the Company's financial
performance by the establishment of short and long term compensation programs
which are designed to ensure corporate performance that will enhance
shareholder value as well as maintain the Company as competitive in its
industry regarding executive compensation. The Committee with the assistance
of the Company's Human Resources professionals has utilized studies and
surveys in assessing and establishing base salary, bonus and long term stock
based compensation. The Committee has considered and reached its decisions as
reflected in Executive Compensation, subject to Board review.
The Company has historically maintained a philosophy of setting base salary
at a conservative level in relation to the market place and then provided
performance based variable incentive compensation which results in cash
compensation which fluctuates according to earnings results as well as stock
performance.
The Company has deferred compensation plans that allow for the deferral of
any amounts of compensation that would be in excess of that which is
deductible under applicable tax laws to assure no disallowance of compensation
under "excess compensation" rules if the Company's compensation mechanism
failed to qualify. Compensation is intended qualify for deductibility under
Section 162 (m) of the Internal Revenue Code.
Executive Compensation Programs
The compensation for the Chairman and CEO, Mr. Graziadio, included a modest
increase in base salary of 13% or $65,000 set at the beginning of the year
while his bonus decreased $44,533 reflecting that while core results of
operations of the Bank showed good improvements, the Company's overall results
were negatively impacted by the losses of Imperial Credit Industries, Inc.
which the Company shares in under the equity method of accounting. Normalized
net income from continuing operations increased 38% for the year ended
December 31, 1998 to $57.1 million or $1.29 per fully diluted share from $41.3
million or $0.94 for the year earlier. The Company's return on average total
assets for the year of 0.88% was down from 1.51% in 1997, however, based on
normalized net income from continuing operations, the return on average total
assets increased to 1.16% vs. 1.15% for 1997. The increase based on normalized
earning was primarily due to growth in loans and continued growth in fee-based
services. The Chairman's compensation reflects the stated policy of a moderate
base and bonus reflecting the Company's financial performance. While the
Company's stock has not performed as well in the later half of 1998 as in the
recent prior periods, the Stock Performance Chart following this Report shows
that the common stock faired substantially better than the S&P 500 at year-end
1998 and was on a par with the Southern California Banks average. The
compensation of the other named executives reflect the performance of the
Company as well as the business units for which they are responsible.
Mr. Ben LeBeau participated in decisions by the Committee prior to his
retirement at the end of 1998, which did not include 1998 bonuses. Mr.
LeBeau's many years of service to the Company are appreciated and his active
participation on the Company's Board and Committees will be missed while he
enjoys his well earned full time leisure. The Committee is determined to see
that the Company's compensation programs appropriately reward the employees'
efforts and reflect the effects of those efforts in the success of the Company
and benefit to its shareholders.
COMPENSATION COMMITTEE
Richard K. Eamer
Lee E. Mikles
10
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on Imperial's common stock against the
cumulative total return of the S&P 500 Stock Index and the stocks on Montgomery
Securities' Western Bank Monitor for Southern California ("Southern California
Banks") for the period of five fiscal years commencing January 1, 1993, and
ended December 31, 1998.
Imperial Bancorp
Total Return Performance
<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>
Imperial Bancorp 100.00 100.02 203.80 323.44 731.04 369.69
S&P 500 100.00 101.32 139.39 171.26 228.42 293.69
Southern California Banks 100.00 114.08 144.69 218.43 417.66 378.80
</TABLE>
Data points for the years 1993-1995 of the Southern California Banks were
provided by Montgomery Securities. Data points for the years 1996-1998 of the
Southern California Banks were provided by SNL Securities, L.P.
Compliance with Section 16(a) of the Securities Act of 1934
Section 16(a) of the Securities Act of 1934 requires the Company's directors
and executive officers, and persons who own more than 10% of a registered class
of the Company's securities, to file with the Securities
11
<PAGE>
and Exchange Commission ("SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than 10% shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company during the fiscal year ended December 31,
1998, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were complied with, except
for a late filing by G. Louis Graziadio, III, one Form 4.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A loan was made pursuant to the Employee Loan Program under the By-Law
approved by the Shareholders at their 1984 Annual Meeting which is outstanding
to Norman P. Creighton, of $450,000. The loan is unsecured and was made for
the purpose of purchasing outstanding shares of the Company's stock. The loan
is due on demand or the earlier of the termination of his employment or seven
years from August 16, 1993, with principal payments of one seventh of the
principal due annually commencing August 16, 1994, and bears interest at the
rate set each year equal to 60 percent of the average of the one year and
three year Treasury securities at the end of the prior calendar year. For
1999, the rate will be 2.8%.
There is a loan to George L. Graziadio, Jr., Chairman and President of the
Company, in the current amount of $3,064,402.56, which was originally to be
used to repay prior loans from the Company. The loan matures at the earlier of
his termination or January 1, 2002, is secured by his interest in the DBO Plan
and bears interest at the rate specified above. An additional loan in the
original amount of $1,500,000 was granted to Mr. Graziadio in 1990, with a
current balance of $207,142.85, which is due on demand or in seven years from
August 16, 1993, with one-seventh of the principal balance due annually
commencing August 16, 1994, and which bears interest at the rate specified
above. This loan was approved and modified by the Company's Board pursuant to
the By-Law adopted by the Shareholders at the 1984 Annual Meeting.
Under applicable state and federal law and regulations, the amount by which
the interest rate applicable on the loans is less than the market rate is
treated as compensation and subject to taxation. A discount on all these
employee loans is being accreted to interest income over the same period as
the related deferred compensation is being amortized to expense.
E&G Development Company, an affiliate of Mr. G. L. Graziadio, Jr., subleases
certain space from Imperial Bank Realty Company, Inc. ("Realty"), a wholly
owned subsidiary of the Company, on a month-to-month basis, at the current
monthly rental of $583.49. The terms and conditions of this transaction were
considered competitive with similar rentals in the area at the time it was
entered into.
Consulting agreements were entered into between the Bank and Robert S.
Muehlenbeck, then a Director of Imperial Bank (the "Bank"), and Second
Southern Corp., a corporation controlled by G. Louis Graziadio, III, as of
November 1, 1991, pursuant to which Second Southern Corp. and Mr. Muehlenbeck,
as Consultants, agreed to provide services to the Bank in the identification
and implementation of an opportunity to raise capital in connection with the
Bank's mortgage banking and thrift and loan activities. As a result of these
activities by the Consultants, Imperial Credit Industries, Inc. ("ICI") was
formed by the Bank, a registration statement filed with the Securities and
Exchange Commission and the sale of shares of ICI's common stock to the public
was completed for 2,290,000 shares. Under the terms of the consulting
agreements, Second Southern Corp. received reimbursement for its expenses in
providing the services on the basis of $12,500 per month, plus out-of-pocket
expenses and, in addition, Mr. Muehlenbeck and Second Southern Corp. received
fees of $125,000 and $175,000 respectively upon consummation of the public
offering. A second offering of 2,500,000 shares of ICI common stock closed on
May 19, 1993, at $12 per share and Second Southern Corp. and Mr. Muehlenbeck
each received $549,685.65. On April 24, 1996, a third offering of 1,500,000
shares of ICI common stock was made at $26 per share and Second Southern Corp.
and Mr. Muehlenbeck each received $853,269.00. In 1997, Mr. Muehlenback
12
<PAGE>
entered into an amendment to the consulting agreement with the Company
pursuant to which he received $5,044,083 in two payments, August and October,
and the Company's obligations to him for future compensation under the
consulting agreement were terminated.
Director Claims
A dispute has arisen between the Bank and Second Southern Corp. as to the
existence and content of an alleged modification to the Second Southern
Consulting Agreement. Mr. Louis Graziadio claims that the Consulting Agreement
was modified during 1997 to provide for payment to Second Southern of a fixed
amount based on the market value at the time of modification of 2.5% of the
Bank's stake in ICII less the stock's basis established in the Agreement. The
Bank has maintained that the Agreement has not been modified. Mr. Graziadio
also has made claims against the Bank in connection with his involvement with
Imperial Financial Group, Inc. for expenses and compensation from its
formation, which the Bank disputes. The claims in total are not material to
the financial condition of the Company. Negotiations have taken place and a
special committee of the Company's Board consisting of the outside directors
has recommended a settlement, but no agreement has yet been reached to resolve
the claims. No proceeding has been brought by either party to resolve the
claims.
Loans by the Bank to Executive Officers and Directors
All extensions of credit by the Bank to executive officers and directors of
the Company and the Bank, if any, are made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and do not involve more than the
normal risk of collectibility or present other unfavorable features. Such
loans will generally be subject to the provisions of Federal and California
law which will require them to be on terms comparable to those of transactions
with similarly situated nonaffiliated persons.
PROPOSAL 2. AMENDMENT OF THE 1986 STOCK OPTION PLAN TO INCREASE THE
NUMBER OF SHARES AVAILABLE FOR GRANT BY ONE MILLION SHARES.
The Board of Directors has adopted an amendment of the 1986 Stock Option
Plan, subject to the approval of the Shareholders, to increase the number of
shares available for grant by one million shares, as adjusted for stock
dividends.
The following summary discusses the general provisions of the 1986 Plan.
Copies of the full text of the Plan are available at the principal executive
offices of the Company, and will be furnished to Shareholders, without charge,
upon written request to the Secretary of the Company, 9920 South La Cienega
Boulevard, Suite 636, Inglewood, California 90301.
Exercise of Option
Options granted under the 1986 Plan issued to directors may be exercised
immediately to avoid certain potential adverse tax consequences, while other
options may not be exercised during the first year after grant, and the
vesting is determined by the Plan Administrators in connection with each
particular grant. Existing options to nondirectors have vesting of either one-
fourth per year or one-sixth per year.
Maximum Term
The maximum permissible term of options granted under the 1986 Plan is ten
years. Options are nontransferable for nondirector optionees, except by will
or law of descent, and are transferable or nontransferable at the election of
the director optionee at the time of issue, or may be modified at the request
of the director optionee at the time of issue, or may be modified at the
request of the director optionee and approval of the Plan Administrators.
Options may be terminated if the option holder ceases to be employed by the
Company or subsidiary (with a three month exercise period after termination or
a one year period after death or disability).
Maximum Number of Shares
The 1986 Plan, as amended, authorizes 5,418,540 shares, as adjusted for
stock dividends and splits. Accordingly, assuming that the proposal is
approved, the maximum number of shares available under the 1986 Plan will be
1,424,500.
13
<PAGE>
Eligible Persons
Key employees, officers and directors are eligible to receive stock options
as determined by the Plan Administrators.
General
The 1986 Plan will terminate in 2006, as amended, and no option may be
granted under the Plan after that date; however, such termination does not
terminate any options granted prior thereto. The Plan Administrators may, at
any time, amend or revise the terms of the Plan, provided no amendment
increases the maximum aggregate number of shares subject to options, permits
the granting of an option to anyone other than a key employee or a director of
the Company or its subsidiary, or changes the minimum purchase price as
specified in the Plan without approval of the Shareholders.
Federal Income Tax Consequences
The following summary of Federal Income Tax consequences does not purport to
be a complete statement of the law in this area. The tax consequences under
various State and local tax laws may not correspond to Federal treatment and
are not discussed in this summary.
As amended in 1986, the Internal Revenue Code provides that the deduction
for capital gains was eliminated such that capital gains are generally taxed
at ordinary income rates. The characterization of income as either capital
gain or ordinary income, however, is still required by the Code and has
important tax consequences in some situations. Therefore, the following
summary continues to characterize the income from various transactions as
either ordinary income or capital gain.
Nonstatutory Options
There are generally no tax consequences to the optionee upon the grant of a
nonstatutory option, but upon exercise the optionee will realize ordinary
income equal to the difference between the option exercise price and the fair
market value of the shares covered by the option on the date of exercise. Upon
subsequent disposition of the shares received upon exercise, the difference
between the amount realized on disposition and the fair market value of the
shares on the date of exercise will be treated as capital gain or loss.
Incentive Options
Incentive options are intended to qualify as "incentive stock options"
within the meaning of Section 422A of the Code. In general, an optionee will
not be treated as receiving income upon either the grant or exercise of an
incentive option. There are no tax consequences to the optionee upon exercise
of an incentive option if the shares acquired upon such exercise are not
disposed of within two years from the date of grant and within one year from
the date of exercise. If such holding periods are satisfied, any gain realized
upon disposition will be long-term capital gain and any loss will be long-term
capital loss.
If stock acquired upon the exercise of an incentive option is disposed of
prior to the expiration of the required holding period, the gain realized upon
disposition constitutes ordinary income to the extent of the excess of the
fair market value of the common stock either at the date of exercise or at the
date of disposition, whichever fair market value is less, over the exercise
price. Any gain in excess of the amount taxed as ordinary income will be taxed
as capital gain.
Company Deductions and Withholdings
An optionee may use shares of the Company's common stock previously acquired
by the optionee to pay the exercise price of an option. It should be noted
that the use by an optionee of stock acquired through the exercise of an
incentive stock option to exercise another incentive stock option will be
treated as a "disqualifying disposition" of such previously acquired stock,
having adverse tax consequences if the applicable holding period requirements
(described above) have not been satisfied with respect to such previously
acquired stock.
14
<PAGE>
Alternative Minimum Tax
For incentive options, the excess of the fair market value of the stock at
the time of exercise of the option over the option exercise price constitutes
an "item of tax preference" and may be subject to the alternative minimum tax
imposed in lieu of the regular income tax. The alternative minimum tax is
applicable if it exceeds the taxpayer's regular income tax computed in the
normal way for the same year. The applicable legislative history indicates
that the incentive stock option spread should not constitute an item of tax
preference if the stock is disposed of prior to the expiration of the holding
periods necessary to qualify for favorable tax treatment.
The 1986 Tax Act created a new "minimum tax credit" which is generally less
than the net alternative minimum tax liability for a given tax year; i.e., the
amount by which the alternative minimum tax exceeds regular tax. The
alternative minimum tax credit is used to reduce regular tax liability in
later (but not earlier) tax years. However, under the 1986 Act, no minimum tax
credit is allowed with respect to the item of tax preference which is
attributable to the incentive stock option spread. Thus, the appreciated value
of such incentive option represented by such spread may be subject to
alternative minimum tax in the year the incentive option is exercised, and the
appreciated value of the same stock in the year of disposition (measured by
the difference between the fair market value of the stock at the time of
disposition and the holder's basis in such stock) will also be subject to
regular tax in the year of disposition, with no offset or credit for the
alternative minimum tax previously paid. As a result, some of the appreciation
in value of the stock subject to an incentive option may be taxed twice.
The affirmative vote of the holders of the majority of the outstanding
shares of the Company's stock is required to approve the amendment of the 1986
Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT OF
THE 1986 STOCK OPTION PLAN AND THE PROXY HOLDERS FOR THE COMPANY INTEND TO
VOTE PROXIES HELD BY THEM WITH DISCRETION FOR APPROVAL OF THE AMENDMENT OF THE
1986 STOCK OPTION PLAN.
PROPOSAL 3. RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected and appointed KPMG LLP independent
certified public accountants, to examine the financial statements of the
Company and its consolidated subsidiaries for the year ending December 31,
1999. In recognition of the important role of the independent accountants, the
Board of Directors has determined that its selection of such accountants
should be submitted to the Shareholders for review and ratification on an
annual basis.
KPMG LLP has examined the financial statements of the Company and its
consolidated subsidiaries since 1973. The appointment of KPMG LLP as the
Company's independent accountants for 1998 was ratified at the 1998 Annual
Meeting of Shareholders.
KPMG LLP is knowledgeable of the Company's operations and accounting
practices and is well qualified to act in the capacity of independent
accountants. In addition to audit services relating to the Company's
consolidated financial statements and various governmental reporting
requirements, KPMG LLP performs some nonaudit services for the Company. Fees
applicable to the audit of the Company's consolidated financial statements are
reviewed and approved by the Audit Committee before the services are provided.
Other services are not normally approved by the Audit Committee or the
Company's Board of Directors before the services are provided, but are
subsequently reviewed by the Audit Committee. Management believes that the
nonaudit services provided by KPMG LLP have no effect on the independence of
that firm.
The affirmative vote of a majority of the shares voting on this proposal is
required for its adoption. In view of the difficulty and the expense involved
in changing independent accountants on short notice, if the proposal is
15
<PAGE>
not approved, it is contemplated that the appointment for 1999 may be
permitted to stand, unless the Board of Directors finds other compelling
reasons for making a change. Disapproval of the proposal will be considered as
advice to the Board to select other independent accountants for the following
year.
A representative of KPMG LLP is expected to be present at the Shareholders
Meeting and will be provided the opportunity to make a statement and to
respond to appropriate questions of Shareholders.
ALL PROXIES HELD BY PROXY HOLDERS OF THE COMPANY WILL BE VOTED IN FAVOR OF
THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT ACCOUNTANTS OF
THE COMPANY AND ITS SUBSIDIARIES FOR 1998 AND THE BOARD OF DIRECTORS URGES YOU
TO VOTE FOR THIS PROPOSAL.
OTHER MATTERS
Management is not aware of any other matters to come before the meeting. If
any other matter not mentioned in this Proxy Statement is brought before the
meeting, the proxy holders named in the enclosed form of proxy will have
discretionary authority to vote all proxies with respect to such matters in
accordance with their judgement.
PROPOSALS FOR THE 2000 ANNUAL MEETING
Shareholders' proposals submitted for inclusion in the Proxy Statement for
the 2000 Annual Meeting must be received at the Company's Executive Offices no
later than December 24, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Richard M. Baker
Richard M. Baker
Secretary
Date: April 23, 1999
16
<PAGE>
IMPERIAL BANCORP
1998 Meeting
------------
DIRECTION CARD
Imperial Bancorp Employee Stock Ownership Plan
TO: American Stock Transfer and Trust Company
You are hereby directed to report to Imperial Trust Company, Trustee, to vote
with respect to the proposals listed on the reverse, the number of shares of
Imperial Bancorp Common Stock held for my account in the Imperial Bancorp
Employee Stock Ownership Plan at the Annual Meeting of Shareholders of Imperial
Bancorp on May 21, 1998, and any adjournments thereof, as follows:
(Continued and to be signed on other side)
Please date, sign and mail your
direction card back as soon as possible!
Direction Card for Annual Meeting of Shareholders
IMPERIAL BANCORP
May 21, 1998
Please Detach and Mail in the Envelope Provided
[X] Please mark your votes |
as in this example. |
|_____
WITHHOLD
FOR AUTHORITY
all Nominees for all Nominees
1. ELECTION OF [_] [_]
DIRECTORS
To withhold authority to vote for any individual, write that Nominee's name on
the line below
- --------------------------------------------------------------------------------
Nominees: George L. Graziadio, Jr.
Bernard G. LeBeau
Norman P. Creighton
Richard K. Eamer
G. Louis Graziadio, III
Lee E. Mikles
Paul A. Novelly
FOR AGAINST ABSTAIN
2. To ratify the appointment of KPMG Peat [_] [_] [_]
Marwick LLP as independent accountants
of the Company and its subsidiaries
for 1998.
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS DIRECTION WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS DIRECTION
WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
Signature(s) Dated , 1998
---------------------------------------- -------------
NOTE: Please mark, sign, date and mail this direction card promptly using the
enclosed envelope.
<PAGE>
IMPERIAL BANCORP
1998 PROXY
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned appoints George L. Graziadio, Jr. and Norman P. Creighton as
proxies, each with the power to appoint his substitute, and authorizes them to
represent and to vote as designated on the reverse, all the shares of common
stock of Imperial Bancorp held of record by the undersigned on March 6, 1998, at
the Annual Meeting of Shareholders to be on May 21, 1998, or any adjournments
thereof.
(Continued and to be signed on other side)
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
IMPERIAL BANCORP
May 21, 1998
Please Detach and Mail in the Envelope Provided
[X] Please mark your votes |
as in this example. |
|_____
WITHHOLD
FOR AUTHORITY
all Nominees for all Nominees
1. ELECTION OF [_] [_]
DIRECTORS
To withhold authority to vote for any individual, write that Nominee's name on
the line below
- --------------------------------------------------------------------------------
Nominees: George L. Graziadio, Jr.
Bernard G. LeBeau
Norman P. Creighton
Richard K. Eamer
G. Louis Graziadio, III
Lee E. Mikles
Paul A. Novelly
FOR AGAINST ABSTAIN
2. To ratify the appointment of KPMG Peat [_] [_] [_]
Marwick LLP as independent accountants
of the Company and its subsidiaries
for 1998.
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2 AND 3.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
Signature(s) Dated , 1998
---------------------------------------- -------------
NOTE: Please mark, sign, date and mail this proxy card promptly using the
enclosed envelope.
