<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)
- - --------------------------------------------------------------------------------
(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 23, 1996
------------------------
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 23, 1996
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 1, 1996 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
Corporate Secretary
March 25, 1996
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 23,
1996 and any adjournments thereof. The approximate date of mailing of this Proxy
Statement is March 25, 1996.
The Board of Directors of the Company has selected March 1, 1996 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 2,761,546 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 a 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 (including the filing of a duly
executed proxy bearing a later date), or upon request if the stockholder is
present at the Annual Meeting 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 Director 1992
Timothy Harris(2) Director 1994
Warren W. Kingsley(1) 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/Deferred Compensation Committee.
Louis J. Galen, 70, 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, 65, 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, 54, 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, 78, 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, 63, 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.
Timothy Harris, 46, 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, 74, 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., 67, 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 1995.
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 1995.
The Stock Option/Deferred Compensation Committee authorizes stock option
grants and deferred compensation bonuses to key executive officers of the Bank
based on recommendations from senior management. This Committee held three
meetings in 1995.
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, each officer named
in the Summary Compensation Table herein and all directors and executive
officers of the Company as a group as of March 1, 1996. Share amounts shown do
not reflect the five for four stock split distributed to shareholders on March
15, 1996. 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) 33.50(1)
David H. Hender 131,390 4.76(2)
Douglas D. Bernards 7,812 .29(3)
Alvin H. Blaine 4,520 .17
Helene V. Galen 444 .02(4)
Timothy Harris 19,554 .71(5)
Warren W. Kingsley 2,878 .11(6)
Gary Lindgren 3,102 .12(7)
Ralph E. Phillips, Jr. 35,344 1.28(8)
All Directors and Officers as a Group
(17 persons) 1,167,916(8) 42.30(9)
</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, and 98,876 shares held by the Hender
Revocable Intervivos Trust. Also includes 8,000 shares which Mr. Hender has
the right to acquire under the Company's Stock Option and Stock Appreciation
Rights Plan.
(3) Mr. Bernards' shares are held in a profit sharing plan.
(4) Mrs. Galen is the wife of Louis J. Galen.
3
<PAGE> 6
(5) Includes 3,958 shares held in Mr. Harris's profit sharing plan, 9,996 shares
held by Timcor Financial Corporation of which Mr. Harris is President, 4,400
shares in the Harris Trust and 1,410 for Mr. Harris's children.
(6) Shares are held in the Kingsley Family Trust of which Mr. Kingsley is a
Trustee.
(7) Includes 2,500 shares which Mr. Lindgren has the right to acquire under the
Company's Stock Option and Stock Appreciation Rights Plan.
(8) 35,044 shares are held in the Phillips Children Trust of which Mr. Phillips
is a Trustee. 300 shares are held by Mr. Phillips' wife.
(9) Includes, in addition to shares which Mr. Hender and Mr. Lindgren have the
right to acquire, 11,000 shares beneficially owned by other officers under
the Company's Stock Option and Stock Appreciation Rights Plan.
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. 256,504(1) 9.28%
118 N. Grand Street
P.O. Box 310
Cobleskill, New York 12043
Heartland Advisors 141,420(2) 5.13%
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 sole voting and dispositive power with
respect to such shares.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth an overview of the compensation of the
Bank's executive officers whose salary and bonus exceeded $100,000 during the
fiscal year ended December 31, 1995. 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(1)
--------- ----- --------- ------- ---------------
<S> <C> <C> <C> <C>
David H. Hender 1995 $ 160,000 $32,103 $ 4,120
President and 1994 $ 130,016 $31,557 $ 4,133
Chief Executive Officer 1993 $ 127,467 $24,750 $ 3,997
Gary Lindgren 1995 $ 83,000 $18,900 $ --
Executive Vice President and 1994 $ -- $ -- $ --
Chief Credit Officer 1993 $ -- $ -- $ --
</TABLE>
- - ---------------
(1) Includes 401(k) contributions by the Bank of $2,310 in 1995 and 1994 and
$2,248 in 1993 and profit sharing contributions by the Bank of $1,810 in
1995, $1,823 in 1994 and $1,749 in 1993.
Directors of the Company are paid $550 for each board meeting they attend,
and $100 for each committee meeting they attend.
4
<PAGE> 7
INCENTIVE STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
The table below presents the option grants to those officers named in the
Summary Compensation Table during 1995.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
INDIVIDUAL GRANTS STOCK PRICE
---------------------------------------------------------------------- APPRECIATION
% OF TOTAL FOR OPTION
NUMBER OF OPTIONS GRANTED EXERCISE OR TERM (B)
SECURITIES UNDERLYING TO EMPLOYEES IN BASE EXPIRATION -----------------
NAME OPTIONS GRANTED(#)(A) FISCAL YEAR PRICE ($/SH) DATE 5%($) 10%($)
---- --------------------- --------------- --------------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
David H. Hender 8,000 27.1% $ 11.75 6/8/2000 $26,000 $57,360
President and Chief
Executive Officer
Gary Lindgren 2,500 8.4% $ 11.75 6/8/2000 $ 8,125 $17,925
Executive Vice President
and Chief Credit Officer
</TABLE>
- - ---------------
(A) These options were granted at "market" on the date of grant and first became
exercisable six months from the date of grant with 20% of the underlying
shares becoming exercisable at that time. An additional 20% of the option
shares become exercisable on each successive anniversary date with full
vesting on the fourth anniversary date.
(B) The assumed appreciation reflected in the table is provided for illustrative
purposes only pursuant to applicable Securities and Exchange Commission
disclosure requirements. The actual value realized on stock options will be
dependent on the actual future performance of the Company's Common Stock.
Accordingly, the amounts shown will not necessarily be realized.
The table below presents shares acquired on exercise of options by the
named executives during fiscal 1995 and the amount and potential value of
options held by them at year end.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FISCAL YEAR END(#) FISCAL YEAR END($)
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE(1)
---- --------------- ------------ ------------------- -------------------
<S> <C> <C> <C> <C>
David H. Hender 8,932 $ 41,176 1,600/6,400 $ 5,200/$20,800
President, Chief Executive
Officer and Director
Gary Lindgren -- -- 500/2,000 $ 1,625/$ 6,500
Executive Vice President and
Chief Credit Officer
</TABLE>
- - ---------------
(1) Based on the year end stock price of $15.00 per share.
SALARY CONTINUATION AGREEMENTS
The Bank has entered into a salary continuation agreement with Mr. Lindgren
which provides that the Bank will pay him $30,000 per year for 10 years upon
normal retirement at age 65. In the event of involuntary termination without
cause, disability, or a change in control, benefits will be paid in accordance
with Mr. Lindgren's contractual schedule of benefits based on the last complete
plan year at the date of his
5
<PAGE> 8
termination of employment. In the event of death, benefits will be calculated as
if the date of his death were the normal retirement date.
REPORT ON EXECUTIVE COMPENSATION
General
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.
Chief Executive Officer's Compensation
The Board has reviewed the compensation for the chief executive officer for
1995. In its opinion Mr. Hender's compensation is reasonable in view of the
Company's consolidated performance. Mr. Hender's base salary for 1995 was modest
by industry standards and in view of the positive performance of the Company
when compared to industry results.
Mr. Hender's deferred compensation bonus is determined on an annual basis.
The bonus amount for 1995 was based on comparable compensation for chief
executive officers of like banks and the Company's 1995 performance. The Board
has not yet determined what Mr. Hender's deferred compensation, if any, will be
for the 1996 fiscal year.
Compensation Committee Interlocks and Insider Participation.
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. Mr. Hender did
not participate in the discussions regarding his compensation.
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 25, 1996
6
<PAGE> 9
TRANSWORLD BANCORP
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
TRANSWORLD BANCORP, NASDAQ STOCK MARKET (U.S. COMPANIES),
CALIFORNIA PEER GROUP*
<TABLE>
<CAPTION>
MEASUREMENT PERIOD TRANSWORLD NASDAQ SELF-DETERMINED
(FISCAL YEAR COVERED) BANCORP STOCK MARKET PEER GROUP
<S> <C> <C> <C>
12/31/90 100.0 100.0 100.0
12/31/91 101.1 160.5 180.3
12/31/92 88.8 186.9 269.7
12/31/93 111.5 214.5 314.4
12/31/94 148.6 209.7 300.7
12/29/95 283.6 296.5 455.6
</TABLE>
- - --------------------------------------------------------------------------------
<TABLE>
<C> <S> <C> <C> <C> <C> <C> <C>
Legend
Symbol Index Description 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/29/95
------ ----------------- -------- --------- --------- --------- --------- ---------
-- TransWorld Bancorp 100.0 101.1 88.8 111.5 148.6 283.6
-- Nasdaq Stock Market (U.S. Companies) 100.0 160.5 186.9 214.5 209.7 296.5
-- Self-Determined Peer Group 100.0 180.3 269.7 314.4 300.7 455.6
Companies in the Self-Determined Peer Group
CALIFORNIA STATE BANK COVINA FIRST REGIONAL BANCORP
FOOTHILL INDEPENDENT BANCORP HUNTINGTON BANCSHARES INC.
LANDMARK BANCORP CA RIVERSIDE NATIONAL BANK CA
*California Peer Group selected by the Company on the basis of size and location in California with a five-year NASDAQ
history.
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 12/31/90.
</TABLE>
- - --------------------------------------------------------------------------------
7
<PAGE> 10
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, 1996, 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 1995 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 1, 1996, THE PERSON MAKING
THE REQUEST IS A BENEFICIAL HOLDER OF COMMON STOCK ENTITLED TO VOTE AT THE 1996
ANNUAL MEETING.
STOCKHOLDER PROPOSALS FOR ANNUAL MEETING
Any stockholder proposal intended to be presented for consideration at the
1997 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 26, 1996. Stockholder proposals may not be included in the Company's
Proxy Statement for the 1997 Annual Meeting unless certain conditions are met.
/s/ ELIZABETH A. NIELSEN
------------------------------
ELIZABETH A. NIELSEN
Secretary
Sherman Oaks, California
March 25, 1996
8
<PAGE> 11
PROXY
TRANSWORLD BANCORP
ANNUAL MEETING OF STOCKHOLDERS -- APRIL 23, 1996
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 herein 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 23,
1996, at 9:30 a.m. local time, and at any adjournments thereof, as follows:
IMPORTANT -- PLEASE SIGN AND DATE ON OTHER SIDE AND RETURN PROMPTLY
- - -------------------------------------------------------------------------------
FOLD AND DETACH HERE
[TRANSWORLD BANCORP LOGO]
WE NEED YOUR PROXY VOTE BEFORE APRIL 23, 1996
Many shareholders think their votes are not important. On the contrary, they
are vital.
The Annual Meeting on April 23, 1996, will have to be adjourned without
conducting any business if less than a majority of the eligible shares are
represented. And TransWorld Bancorp, at shareholders' 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> 12
Please mark _____
your votes as
indicated in [ X ]
this example _____
FOR
all nominees WITHHOLD
listed below AUTHORITY
(Except as to vote for all
marked to the nominees
contrary below) listed below
1. Election of Directors:
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 Ralph E. Phillips, Jr.
(INSTRUCTION: To withhold authority to vote for any nominee, print that
nominee's name on the line provided below.)
_______________________________________________________________________
FOR AGAINST ABSTAIN
2. Ratification of the appointment of
Deloitte & Touche as the Company's [ ] [ ] [ ]
independent auditor for 1996.
3. In their discretion on such other business as may properly come before
the meeting.
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:_______________________, 1996
__________________________________
(Signature of Stockholder)
__________________________________
(Signature(s) of Additional
Stockholder(s))
Please sign you 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.
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FOLD AND DETACH HERE
