<PAGE> 1
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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
TRANSWORLD BANCORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ELIZABETH A. NIELSEN
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
<PAGE> 2
(TRANSWORLD BANCORP LOGO)
TRANSWORLD BANK PLAZA
15233 VENTURA BOULEVARD
SHERMAN OAKS, CALIFORNIA 91403
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 27, 1995
------------------------
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
TransWorld Bancorp, which will be held at the administrative office of the
Company located at TransWorld Bank Plaza, 15233 Ventura Boulevard, Sherman Oaks,
California on April 27, 1995 at 9:30 a.m., for the following purposes:
1. To elect a board of eight directors to serve until the next Annual
Meeting of Stockholders and until their successors are elected and
qualified.
2. To ratify the selection of Deloitte & Touche as the Company's
independent auditors.
3. To transact such other business as may properly be brought before
the Annual Meeting.
March 10, 1995 has been selected by the Board of Directors as the record
date for the Annual Meeting. Only those stockholders of record at the close of
business on that date will be entitled to notice of and to vote at the Annual
Meeting or adjournments thereof.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. We hope
you will attend the Annual Meeting if it is convenient for you to do so. In
addition, we urge you to execute the enclosed proxy card and return it to us in
the postage-paid envelope provided. This will not prevent you from voting in
person at the Annual Meeting, but will assure that your vote is counted if you
are unable to attend.
By Order of the Board of Directors,
/s/ ELIZABETH A. NIELSEN
-------------------------------------
ELIZABETH A. NIELSEN
Secretary
March 30, 1995
Sherman Oaks, California
- --------------------------------------------------------------------------------
PLEASE SIGN, DATE, AND RETURN THE ACCOMPANYING PROXY CARD IN THE
ENCLOSED RETURN ENVELOPE AS SOON AS POSSIBLE.
- --------------------------------------------------------------------------------
<PAGE> 3
(TRANSWORLD BANCORP LOGO)
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of TransWorld Bancorp (the "Company") for use
at the Annual Meeting of Stockholders of the Company to be held on April 27,
1995 and any adjournments thereof. The approximate date of mailing of this Proxy
Statement is March 30, 1995.
The Board of Directors of the Company selected March 10, 1995 as the record
date for the Annual Meeting. Only those stockholders of record at the close of
business on that date will be entitled to notice of and to vote at the Annual
Meeting or adjournments thereof. The Company had 2,760,334 shares of common
stock, without par value, issued and outstanding on that date. Stockholders will
be entitled to cast one vote for each share of the Company's common stock held
of record by them at the close of business on the record date. Stockholders will
also have the right, upon giving notice of their intention to do so, to cumulate
votes in the election of directors. Cumulative voting entitles each stockholder
to cast for one nominee a total number of votes equal to the number of shares
held of record by the stockholder at the close of business on the record date
multiplied by the number of directors to be elected or to distribute such votes
on the same principle among as many nominees as the stockholder chooses.
All valid proxies received in response to this solicitation will be voted
in accordance with the instructions indicated thereon by the stockholders giving
such proxies. If no instructions are given, such proxies will be voted in favor
of the election of the eight director nominees named in this Proxy Statement, or
as many of such nominees as may be elected and for the proposal to ratify the
selection of auditors. Abstentions will be treated as shares that are present
and entitled to vote for purposes of determining the presence of a quorum, but
as unvoted for purposes of determining the approval of any matter submitted for
a vote of the shareholders. If a broker indicates on the proxy that the broker
does not have discretionary authority to vote on a particular matter as to
certain shares, those shares will be counted for general quorum purposes but
will not be considered as present and entitled to vote with respect to that
matter. The proxies solicited hereby confer authority on the proxy holders named
therein to cumulate votes in the election of directors among the nominees
indicated in such manner as they deem appropriate.
The Board of Directors does not know of any business to be presented for
action at the Annual Meeting other than that stated herein. If any other
business is properly presented at the Annual Meeting and may properly be voted
upon, the proxies solicited hereby will be voted on such matters in accordance
with the best judgment of the proxy holders named therein. Any stockholder may
revoke his proxy at any time before it is voted by giving written notice of such
revocation to the Secretary of the Company, or upon request if the stockholder
is present at the Annual Meeting (including the filing of a duly executed proxy
bearing a later date) and chooses to vote in person.
The expenses of this proxy solicitation will be paid by the Company.
Proxies may be solicited by personnel of the Company, who will not receive any
additional compensation for such solicitation, in person or by telephone,
telegram or other means. The Company will also request record holders of shares
beneficially owned by others to forward this Proxy Statement and related
materials to the beneficial owners of such shares and will reimburse such record
holders for their reasonable expenses incurred in doing so.
1
<PAGE> 4
ELECTION OF DIRECTORS
Eight directors will be elected at the Annual Meeting to serve until the
next Annual Meeting of Stockholders and until their respective successors are
elected and qualified. Unless authority is withheld, all proxies received in
response to this solicitation will be voted for the election of the nominees
listed below. Each of the nominees has indicated his or her willingness to serve
if elected. If any nominee becomes unable to serve, the proxies received in
response to this solicitation will be voted for a replacement nominee in
accordance with the best judgment of the proxy holders named therein.
The period of each nominee's service as a director of the Company shown in
the following table includes service as a director of TransWorld Bank (the
"Bank") prior to the formation of the Company as the holding company for the
Bank in 1982.
<TABLE>
<CAPTION>
DIRECTOR
NAME POSITION WITH COMPANY SINCE
---- --------------------- ---------
<S> <C> <C>
Louis J. Galen(1)(2) Chairman of the Board of Directors 1963
David H. Hender President, Chief Executive Officer and Director 1971
Douglas D. Bernards(2) Director 1983
Alvin H. Blaine(1) Director 1977
Helene V. Galen(2) Director 1992
Timothy Harris(2) Director 1994
Warren W. Kingsley(1)(2) Director 1981
Ralph E. Phillips, Jr.(2) Director 1988
</TABLE>
- ---------------
(1) Member of the Audit Committee of the Board of Directors.
(2) Member of the Stock Option and Stock Appreciation Rights Plan Committee.
Louis J. Galen, 69, has for more than the past five years been a director
of Golden West Financial Corporation, the parent corporation of World Savings
and Loan Association, Oakland, California.
David H. Hender, 64, has served as President and Chief Executive Officer of
the Company, and of the Bank prior to the formation of the Company, since 1971.
Douglas D. Bernards, 53, has for more than the past five years been
President and Chief Executive Officer of Bernards Bros. Inc., a general
contracting firm located in San Fernando, California.
Alvin H. Blaine, 77, has for more than the past five years been Chairman of
the Board of Directors of Continental Distributors, Inc., a retailer and
wholesale distributor with executive offices in Woodland Hills, California.
Helene V. Galen, 62, was, until 1973, Controller for Continental
Distributors, Inc., a retailer and wholesale distributor. For more than the past
five years she has been involved in philanthropic activities. She is a member of
the Board of Trustees of Eisenhower Medical Center, a member of the Executive
Board of the Barbara Sinatra Children's Center, and a member of the Board of
Palm Springs Charities.
Timothy Harris, 45, has been an attorney for 19 years, practicing in Los
Angeles, California. Since 1984, Mr. Harris has also been President of Timcor
Financial Corporation, which specializes in 1031 tax deferred real estate
transactions. Additionally, Mr. Harris is President of Deneau/Harris, doing
business as Westco Property Management.
Warren W. Kingsley, 73, prior to his retirement in 1986, was Chairman of
the Board and Chief Executive Officer of Hydro-Spa, Inc., a manufacturer of
fiberglass jetted bathtubs and spas.
Ralph E. Phillips, Jr., 66, has for more than the past five years been
President of Ralph E. Phillips, Consulting Engineers Inc. Mr. Phillips is a
former Los Angeles County Construction Commissioner.
2
<PAGE> 5
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Company's Board of Directors held 12 regular meetings during 1994.
The Audit Committee of the Board of Directors recommends the firm of
independent public accountants to be retained as the independent auditors of the
Company, as well as reviewing and discussing the audit process and its scope. It
also meets with the Bank's internal auditor to discuss the operations of the
Bank's internal audit department and the results of its audit procedures. The
Audit Committee held four meetings in 1994. The Board of Directors has no
standing nominating or compensation committees.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the shares of the
Company's common stock beneficially owned by its directors and all directors and
executive officers of the Company as a group as of March 30, 1995. Except as
otherwise noted, each person listed below has sole voting and investment power
with respect to the common stock indicated.
<TABLE>
<CAPTION>
AMOUNT
AND NATURE
NAME OF INDIVIDUAL OR OF BENEFICIAL PERCENT
NUMBER OF PERSONS IN GROUP OWNERSHIP OF CLASS
-------------------------- ------------- --------
<S> <C> <C>
Louis J. Galen 924,962(1) 33.51(1)
David H. Hender 123,382 4.47(2)
Douglas D. Bernards 7,812 .28(3)
Alvin H. Blaine 4,520 .16
Helene V. Galen 444 .02(4)
Timothy Harris 19,554 .71(5)
Warren W. Kingsley 2,878 .10(6)
Ralph E. Phillips, Jr. 34,444 1.25(7)
All Directors and Officers as a Group
(19 persons) 1,151,664(8) 41.72(8)
</TABLE>
- ---------------
(1) Includes 76,548 shares held by Golden West Financial Corporation, of which
Mr. Galen is a director and as to which voting and investment power are
shared. Also includes 819,884 shares held by the L. J. Galen Trust, 28,086
shares in NELAG Partners, a partnership in which Mr. Galen is a general
partner, and 444 shares which are held by Helene V. Galen. Mr. Galen is the
husband of Helene V. Galen.
(2) Includes 120 shares held by Scott Hender and 120 shares held by Chris
Hender, both sons of David H. Hender.
(3) Mr. Bernards shares are held in a profit sharing account.
(4) Mrs. Galen is the wife of Louis J. Galen.
(5) Includes 3,958 shares held in Mr. Harris's Profit Sharing Plan by Charles
Schwab, 9,996 shares held by Timcor Financial Corporation of which Mr.
Harris is President, 4,400 shares in the Harris Trust and 1,200 for Mr.
Harris's children.
(6) Shares are held in the Kingsley Family Trust of which Mr. Kingsley is a
Trustee.
(7) Shares are held in the Phillips Children Trust of which Mr. Phillips is a
Trustee.
(8) Includes 606 shares beneficially owned by one officer under the Company's
Stock Option and Stock Appreciation Rights Plan.
3
<PAGE> 6
Set forth below is information concerning the only persons other than Mr.
Galen who are known to the Company to own beneficially more than 5% of the
outstanding shares of the Company's common stock. The following information was
supplied by Fenimore Asset Management, Inc. and Heartland Advisors.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------- -------------------- ----------------
<S> <C> <C>
Fenimore Asset Management, Inc. 259,912(1) 9.42%
118 N. Grand Street
P.O. Box 310
Cobleskill, New York 12043
Heartland Advisors 141,420(2) 5.12%
790 North Milwaukee Street
Milwaukee, Wisconsin 53202
</TABLE>
- ---------------
(1) Fenimore Asset Management, Inc. reports that it has shared voting power with
respect to the shares indicated above, but does not indicate with whom such
power is shared or whether it has sole or shared dispositive power with
respect to such shares.
(2) Heartland Advisors reports it has no voting power with respect to the shares
indicated above and sole dispositive power with respect to such shares.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth a comprehensive overview of the compensation
of the Bank's Chief Executive Officer. No other executive officer had salary and
bonus exceeding $100,000 during the fiscal year ended December 31, 1994.
Comparative data is also provided for the previous two fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND ANNUAL COMPENSATION ALL
PRINCIPAL FISCAL ------------------------- OTHER
POSITION YEAR SALARY BONUS COMPENSATION
--------- ------ --------- -------- ------------
<S> <C> <C> <C> <C>
David H. Hender 1994 $130,016 $31,557 $4,133
President and 1993 $127,467 $24,750 $3,997
Chief Executive Officer 1992 $121,397 $21,728 $3,736
</TABLE>
Directors of the Company are paid $525 for each board meeting they attend,
and $100 for each committee meeting they attend.
INCENTIVE STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
The table below presents the amount and potential value of options held by
the named executive during fiscal 1994.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FISCAL YEAR END(#) FISCAL YEAR END($)
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE(1)
- ----------------------------------- --------------- ------------ ------------------- -------------------
<S> <C> <C> <C> <C>
David H. Hender -- -- 8,932/ $34,503
President, CEO and Director -0- --
</TABLE>
- ---------------
(1) Based on a year-end stock price of $16.50 per share.
4
<PAGE> 7
REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is intended to support the
Company's internal culture and human resource values. The Company fosters career
opportunities and development of the best people at all levels, while
encouraging and rewarding actions which put the interests of the Company as a
whole ahead of functional specialties and individual considerations.
It is the Board's responsibility to review the Company's various executive
compensation plans. In addition, we review compensation levels of members of
management, evaluate the performance of management, consider management
succession and related matters.
The Board reviews, in detail, all aspects of the compensation of the chief
executive officer in making its annual compensation determinations. In its
evaluation, the Board looks at the Bank's operating performance in relation to
its peer group, and utilizes compensation surveys published by the State Banking
Department, Bank Administration Institute and the California Bankers
Association.
The Bank has no defined benefit pension plan and relies on its 401K, profit
sharing, and deferred compensation plans to retain key executives, and to assist
them in planning for their retirement.
The Board has reviewed the compensation for the chief executive officer for
1994. In its opinion Mr. Hender's compensation is reasonable in view of the
Company's consolidated performance. Mr. Hender's base salary for 1994 was modest
by industry standards and in view of the positive performance of the Company
when compared to industry results. Mr. Hender did not participate in the
discussions regarding his compensation.
Mr. Hender's deferred compensation bonus is determined on an annual basis.
The bonus amount for 1994 was based on comparable compensation for chief
executive officers of like banks and the Company's 1994 performance. The Board
has not yet determined what Mr. Hender's deferred compensation, if any, will be
for the 1995 fiscal year.
Other than Mr. Hender, no member of the Board is a former or current
officer or employee of the Company or any of its subsidiaries.
Board of Directors
Louis J. Galen
Douglas D. Bernards
Alvin Blaine
Helene V. Galen
Timothy Harris
David H. Hender
Warren Kingsley
Ralph E. Phillips
March 30, 1995
5
<PAGE> 8
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
TRANSWORLD BANCORP
TRANSWORLD BANCORP, NASDAQ STOCK MARKET (U.S. COMPANIES),
CALIFORNIA PEER GROUP*
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) TRANSWORLD NASDAQ PEER GROUP I PEER GROUP II
<S> <C> <C> <C> <C>
12/29/89 100.0 100.0 100.0 100.0
12/31/90 84.0 84.9 67.4 64.9
12/31/91 84.9 136.3 106.4 117.1
12/31/92 74.6 158.6 154.0 175.1
12/31/93 93.6 180.9 180.0 204.2
12/30/94 124.8 176.9 171.5 195.3
</TABLE>
Five of the ten financial institutions included in last year's proxy statement
were delisted, merged or closed in 1994.
Peer Group I is comprised of the five remaining institutions from the original
group at December 31, 1994.
Peer Group II consists of California financial institutions of comparable asset
size in the Company's market with a five-year NASDAQ history.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Legend
Symbol Index Description 12/29/89 12/31/90 12/31/91 12/31/92 12/31/93 12/30/94
- --------------------------------------------------------------------------- --------- --------- --------- --------- ---------
-- TransWorld Bancorp 100.0 84.0 84.9 74.6 93.6 124.8
-- Nasdaq Stock Market (U.S. Companies) 100.0 84.9 136.3 158.6 180.9 176.9
-- Self-Determined Peer Group I 100.0 67.4 106.4 154.0 180.0 171.5
-- Self-Determined Peer Group II 100.0 64.9 117.1 175.1 204.2 195.3
PEER GROUP I PEER GROUP II
CALIFORNIA STATE BANK COVINA CALIFORNIA STATE BANK COVINA
FIRST REGIONAL BANCORP FIRST REGIONAL BANCORP
HUNTINGTON BANCSHARES INC FOOTHILL INDEPENDENT BANCORP
IMPERIAL BANCORP HUNTINGTON BANCSHARES INC.
SUMITOMO BANK CA LANDMARK BANCORP CA
RIVERSIDE NATIONAL BANK CA
*California Peer Group selected by the Company on the basis of size and location in California.
NOTES:
A. The lines represent yearly index levels derived from compounded daily returns that include all dividends.
B. The Indexes are reweighted daily, using the market capitalization on the previous trading day.
C. If the interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on 12/29/89.
</TABLE>
- --------------------------------------------------------------------------------
6
<PAGE> 9
INDEBTEDNESS OF DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS
The Bank engages in banking transactions in the ordinary course of business
with directors, officers and principal stockholders of the Company and the Bank
and with their associates. Such transactions are on the same terms, including
interest rates and collateral required, as those prevailing at the time for
comparable transactions with others. Management believes that the loans involved
in such transactions do not involve more than the normal risk of collectibility
or present any unfavorable features.
INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche as the independent
auditors to audit the financial statements of the Company for the year ended
December 31, 1995, subject to ratification by stockholders at the Annual
Meeting. Deloitte & Touche has audited the Company's and the Bank's financial
statements since 1979.
A representative of Deloitte & Touche is expected to be present at the
Annual Meeting, with an opportunity to make a statement if he desires, and is
expected to be available to respond to appropriate questions.
FORM 10-K ANNUAL REPORT
THE COMPANY WILL PROVIDE A COPY OF ITS 1994 ANNUAL REPORT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K WITHOUT CHARGE TO STOCKHOLDERS
SOLICITED BY THIS PROXY STATEMENT UPON THEIR WRITTEN REQUEST. SUCH STOCKHOLDER
REQUESTS SHOULD BE SENT TO TRANSWORLD BANCORP, P.O. BOX 55486, SHERMAN OAKS,
CALIFORNIA 91413, ATTENTION: ELIZABETH A. NIELSEN, SECRETARY. EACH REQUEST MUST
INCLUDE A GOOD FAITH REPRESENTATION THAT AS OF MARCH 10, 1995, THE PERSON MAKING
THE REQUEST IS A BENEFICIAL HOLDER OF COMMON STOCK ENTITLED TO VOTE AT THE 1995
ANNUAL MEETING.
STOCKHOLDER PROPOSALS FOR ANNUAL MEETING
Any stockholder proposal intended to be presented for consideration at the
1996 Annual Meeting of Stockholders and to be included in the Company's Proxy
Statement for that meeting must be received by the Company no later than
November 30, 1995. Stockholder proposals may not be included in the Company's
Proxy Statement for the 1996 Annual Meeting unless certain conditions are met.
/s/ ELIZABETH A. NIELSEN
----------------------------------
ELIZABETH A. NIELSEN
Secretary
Sherman Oaks, California
March 30, 1995
7
<PAGE> 10
(TRANSWORLD BANCORP LOGO)
- --------------------------------------------------------------------------------
WE NEED YOUR PROXY VOTE BEFORE APRIL 27, 1995
Many shareholders think their votes are not important.
On the contrary, they are vital.
The Annual Meeting on April 27, 1995, will have to be adjourned without
conducting any business if less than a majority of the eligible shares
are represented.
And TransWorld Bancorp, at shareholder's expense, will have to continue
to solicit votes until a quorum is obtained.
Your vote, then, could be critical in allowing us to hold the meeting as
scheduled, SO PLEASE RETURN YOUR PROXY CARD AS SOON AS POSSIBLE.
All shareholders will benefit from your cooperation.
Thank you.
- --------------------------------------------------------------------------------
<PAGE> 11
PROXY TRANSWORLD BANCORP
ANNUAL MEETING OF STOCKHOLDERS -- APRIL 27, 1995
The undersigned hereby appoints Louis J. Galen, David H. Hender, Elizabeth
A. Nielsen, or any of them, as the lawful attorneys, agents and proxies of the
undersigned, each with full power of substitution, and hereby authorizes them to
represent and to vote as designated below all shares of the common stock of
TransWorld Bancorp (the "Company") which the undersigned would be entitled to
vote if personally present at the Annual Meeting of Stockholders of the Company
to be held at the administrative office of the Company, located at TransWorld
Bank Plaza, 15233 Ventura Boulevard, Sherman Oaks, California on April 27, 1995,
at 9:30 a.m. local time, and at any adjournments thereof, as follows:
1. Election of Directors:
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to
(except as marked to the contrary below) vote for all nominees
listed below
Election of the following nominees as directors: Louis J. Galen, David H.
Hender, Douglas D. Bernards, Alvin H. Blaine, Helene V. Galen, Timothy Harris,
Warren W. Kingsley and Ralph E. Phillips, Jr.
(INSTRUCTION: To withhold authority to vote for any nominee print that
nominee's name on the line provided below.)
- --------------------------------------------------------------------------------
2. Ratification of the appointment of Deloitte & Touche as the Company's
independent auditor for 1995.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion on such other business as may properly come before the
meeting.
IMPORTANT -- PLEASE SIGN AND DATE ON OTHER SIDE AND RETURN PROMPTLY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TRANSWORLD
BANCORP.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.
Date: , 1995
------------------------
(Signature of
Stockholder)
------------------------
(Signature(s) of
Additional
Stockholder(s))
Please sign your name
exactly as it appears
hereon. When signing as
attorney, 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.
Whether or not you plan
to attend the meeting,
you are urged to execute
and return this proxy,
which may be revoked at
any time prior to its
use.
