<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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NAPA NATIONAL 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), 14a-6(i)(1), 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:
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(4) Date Filed:
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Notes:
<PAGE>
NAPA NATIONAL BANCORP
903 MAIN STREET
NAPA, CALIFORNIA 94559
May 22, 1995
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of Napa National Bancorp, a California corporation (the "Company"), which will
be held at 903 Main Street, Napa, California 94559 on Tuesday, June 20, 1995, at
8:00 A.M.
You will be asked to elect as directors the eight individuals
nominated by the Board of Directors and to ratify the appointment of the
Company's independent public accountants. The attached Proxy Statement contains
more detailed information about the nominees, the accountants and other matters
regarding the meeting.
Whether or not you plan to attend, please sign and return the
accompanying proxy card in the postage paid envelope as soon as possible so that
your shares will be represented at the meeting. The Board of Directors
recommends you vote "FOR" each of the proposals listed on the proxy card. If
you attend the meeting and ask to vote in person, you may withdraw your proxy at
that time. It is important that your shares be represented.
W. Clarke Swanson, Jr.
Chairman of the Board
<PAGE>
NAPA NATIONAL BANCORP
903 MAIN STREET
NAPA, CALIFORNIA 94559
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, JUNE 20, 1995
To Our Shareholders:
The Annual Meeting of Shareholders of Napa National Bancorp (the
"Company"), a California corporation and bank holding company for Napa National
Bank (the "Bank"), will be held at 903 Main Street, Napa, California on Tuesday,
June 20, 1995 at 8:00 A.M. for the following purposes:
1. To elect the following eight directors of the Company to serve
until the next Annual Meeting of Shareholders and until their respective
successors shall be elected and qualified:
William A. Bacigalupi C. Richard Lemon
Charles A. Carpy Joseph G. Peatman
Michael D. Irwin George M. Schofield
Brian J. Kelly W. Clarke Swanson, Jr.
2. To ratify the appointment of Deloitte & Touche as the Company's
independent public accountants for the 1995 fiscal year.
3. To consider and transact such other business as may properly come
before the meeting.
Only shareholders of record at the close of business on May 1, 1995
are entitled to notice of and to vote at this meeting and any adjournment(s)
thereof.
Provisions of the By-laws of the Company govern nominations for
election of members of the Board of Directors, as follows:
Nominations for election of members of the board of directors may be
made by the board of directors or by any shareholder of any
outstanding class of capital stock of the corporation entitled to vote
for the election of directors. Notice of intention to make any
nominations (other than for persons named in the notice of the meeting
at which such nomination is to be made) shall be made in writing and
shall be delivered or mailed to the president of the corporation by
the later of the close of business twenty-one (21) days prior to any
meeting of shareholders called for the election of directors or ten
(10) days after the
<PAGE>
date of mailing of notice of the meeting to shareholders. Such
notification shall contain the following information to the extent known to
the notifying shareholder: (a) the name and address of each proposed
nominee; (b) the number of shares of capital stock of the corporation owned
by each proposed nominee; (c) the name and residence address of the
notifying shareholder; (d) the number of shares of capital stock of the
corporation owned by the notifying shareholder; (e) with the written
consent of the proposed nominee, a copy of which shall be furnished with
the notification, whether the proposed nominee has ever been convicted of
or pleaded nolo contendere to any criminal offence involving dishonesty or
breach of trust, filed a petition in bankruptcy or been adjudged bankrupt.
The notice shall be signed by the nominating shareholder and by the
nominee. Nominations not made in accordance herewith shall be disregarded
by the chairperson of the meeting, and upon his or her instruction, the
inspectors of election shall disregard all votes cast for each such
nominee. The restrictions set forth in this paragraph shall not apply to
nomination of a person to replace a proposed nominee who has died or
otherwise become incapacitated to serve as a director between the last day
for giving notice hereunder and the date of election of directors if the
procedure called for in this paragraph was followed with respect to the
nomination of the proposed nominee. A copy of this paragraph shall be set
forth in a notice to shareholders of any meeting at which directors are to
be elected.
All shareholders are cordially invited to attend the meeting in person. To
ensure your representation at the meeting you are requested to date, execute and
return the enclosed proxy card, without delay, in the enclosed postage-paid
envelope whether or not you plan to attend. Any shareholder present at the
meeting may vote personally on all matters brought before the meeting in which
event your proxy will not be used.
BY ORDER OF THE BOARD OF DIRECTORS
C. RICHARD LEMON
Secretary
Napa, California
May 22, 1995
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE MARK, SIGN, DATE AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE PAID
ENVELOPE.
2
<PAGE>
PROXY STATEMENT
INFORMATION CONCERNING PROXY
This statement is furnished in connection with the solicitation of proxies
to be used by the Board of Directors of Napa National Bancorp (the "Company") at
the Annual Meeting of Shareholders of the Company to be held at 903 Main Street,
Napa, California on June 20, 1995, at 8:00 A.M., and at any adjournments or
postponements thereof (the "Meeting").
This Proxy Statement and the accompanying form of proxy are being mailed to
shareholders on or about May 22, 1995.
A form of proxy for voting your shares at the Meeting is enclosed. Any
shareholder who executes and delivers a proxy has the right to revoke it at any
time before it is voted by filing with the Secretary of the Company an
instrument revoking it or a duly executed proxy bearing a later date. In
addition, the powers of the proxy holders will be revoked if the person
executing the proxy is present at the Meeting and advises the Chairman of his
election to vote in person. Where a signed proxy is submitted to the Company
that does not contain voting instructions, the proxy holders will vote the
shares represented by such proxy in favor of election of the nominees specified
and in favor of the specified proposals unless such proxy is later revoked.
The proxy also confers discretionary authority to vote the shares
represented thereby on any matter that was not known at the time this Proxy
Statement was mailed which may properly be presented for action at the Meeting
and may include: approval of minutes of the prior annual meeting which will not
constitute ratification of the actions taken at such meeting; action with
respect to procedural matters pertaining to the conduct of the Meeting; and
election of any person to any office for which a bona fide nominee is named
herein if such nominee is unable to serve or for good cause will not serve.
The enclosed proxy is being solicited by the Company's Board of Directors.
The principal solicitation of proxies is being made by mail, although additional
solicitation may be made by telephone, telegraph or personal visits by
directors, officers and employees of the Company and its subsidiary, Napa
National Bank (the "Bank"). The Company may, at its discretion, engage the
services of a proxy solicitation firm to assist in the solicitation of proxies.
The total expense of this solicitation will be borne by the Company and will
include reimbursement paid to brokerage firms and others for their expenses in
forwarding soliciting material and such expenses as may be paid to any proxy
soliciting firm engaged by the Company.
<PAGE>
VOTING SECURITIES
Shareholders of record as of the close of business on May 1, 1995 (the
"Record Date") will be entitled to notice of and to vote at the Meeting. As of
such date, the Company had 754,500 shares of Common Stock outstanding.
Each shareholder of record is entitled to one vote, in person or by
proxy, for each share held on all matters to come before the Meeting, except
that shareholders may have cumulative voting rights with respect to the election
of directors. Pursuant to California law, no shareholder can cumulate votes
unless prior to the voting at the Meeting, a shareholder has given notice of the
shareholder's intention to cumulate the shareholder's votes at such Meeting and
the nominee for which a shareholder intends to cumulate votes has properly been
nominated. If any shareholder has given such notice, all shareholders may
cumulate their votes for candidates in nomination. The Board of Directors does
not, at this time, intend to give such notice or to cumulate the votes it may
hold pursuant to the proxies solicited herein unless the required notice by a
shareholder is given, in which event votes represented by proxies delivered
pursuant to this Proxy Statement may be cumulated in the discretion of the proxy
holders, in accordance with the recommendations of the Board of Directors.
Therefore, discretionary authority to cumulate votes in such event is solicited
in this Proxy Statement.
Cumulative voting allows a shareholder to cast a number of votes equal
to the number of directors to be elected (eight) multiplied by the number of
votes held in his or her name on the Record Date. This total number of votes
may be cast for one nominee or may be distributed among as many candidates as
the shareholder desires.
The eight candidates receiving the highest number of votes will be
elected whether or not votes are cumulated.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of the Record Date
pertaining to beneficial ownership of the Company's Common Stock by persons
known to the Company to own 5% or more of the Company's Common Stock, current
directors of the Company, nominees to be elected to the Board of Directors, the
Chief Executive Officer, the Chief Operating Officer and all directors and
officers(1) of the Company and the Bank as a group. The information contained
herein has been obtained from the Company's records, from information furnished
directly by the individual or entity to the Company, or from various filings
made by the named individuals with the Securities and Exchange Commission (the
"SEC").
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. Therefore, careful attention
should be given to the footnote references set forth in the column "Amount and
Nature of Beneficial Ownership." In addition, shares issuable pursuant to
options which may be exercised within 60 days of the Record Date are deemed to
be issued and outstanding and have been treated as outstanding in calculating
the percentage ownership of those individuals possessing such interest, but not
for any other individuals. Thus, the total number of shares considered to be
outstanding for the purposes of this table may vary depending upon the
individual's particular circumstance. For additional information, see the
section entitled "INFORMATION PERTAINING TO ELECTION OF DIRECTORS."
- -------------
(1) As used throughout this Proxy Statement, the terms "officer" and "executive
officer" refer to the Company's President, Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer and Treasurer and the Bank's Chief
Credit Officer.
3
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent of
Beneficial Owner(1) Ownership(2) Class
- ------------------- ------------- ----------
<S> <C> <C>
William A. Bacigalupi 10,200(3) 1.3%
Charles A. Carpy 15,000(3) 2.0
Michael D. Irwin 12,000(3) 1.6
Brian J. Kelly 20,225(4) 2.6
C. Richard Lemon 11,300(5) 1.5
Joseph G. Peatman 10,125(3) 1.3
George M. Schofield 10,200(3) 1.3
W. Clarke Swanson, Jr. 535,989(3,6) 70.1
All directors, nominees and
officers as a group
(10 persons) 666,715(7) 77.7
</TABLE>
- -------------
(1) The address for all persons is: c/o Napa National Bancorp, 903 Main
Street, Napa, California 94559.
(2) Includes shares beneficially owned, directly and indirectly, together with
associates. Subject to applicable community property laws and shared voting or
investment power with a spouse, the persons listed have sole voting and
investment power with respect to such shares unless otherwise noted.
(3) Includes 10,000 shares which may be acquired upon the exercise of stock
options.
(4) Includes 20,000 shares which may be acquired upon the exercise of stock
options.
(5) Includes 800 shares held in an individual retirement account and 10,000
shares which may be acquired upon the exercise of stock options.
(6) Mr. Swanson may be deemed to be a "control person" of the Company within
the meaning of the rules and regulations of the SEC by virtue of his positions
with and ownership interest in the Company.
(7) Includes 104,000 shares which may be acquired within 60 days of the Record
Date upon the exercise of stock options and 27,676 shares held in the Company's
stock participation plan (the "Stock Plan"). Mr. Lemon and Mr. Schofield are
trustees of the Stock Plan. The trustees have shared voting power with regard
to these shares. Mr. Lemon and Mr. Schofield disclaim beneficial ownership as
to the Stock Plan shares.
PROPOSAL 1: ELECTION OF DIRECTORS
The By-laws of the Company provide that the number of directors of the Company
may be no less than eight and no more than fifteen, with the exact number within
such range to be fixed by amendment of the By-laws or by a resolution duly
adopted by the shareholders or by the Board of Directors. The number of
directors is presently fixed at eight.
4
<PAGE>
The persons named below, all of whom are currently members of the Company's
Board of Directors, have been nominated for election as directors to serve until
the next Annual Meeting and until their successors are duly elected and
qualified. Votes will be cast in such a way as to effect the election of all
nominees or as many as possible. If any nominee should become unable or
unwilling to serve as a director, the proxies will be voted for such substitute
nominees as shall be designated by the Board of Directors. The Board of
Directors presently has no knowledge that any of the nominees will be unable or
unwilling to serve. The eight nominees receiving the highest number of votes at
the Meeting shall be elected.
The following table sets forth certain information with respect to those
persons nominated by the Board of Directors for election as directors, which
information is based on data furnished by each such nominee.
<TABLE>
<CAPTION>
Principal Occupation, Business
Director Experience During Past Five
Nominee Age Since Years and Other Information
- ------- ----- -------- ------------------------------
<S> <C> <C> <C>
William A. Bacigalupi 57 1990 President, Napa Garbage
Services, Inc. and Napa
Valley Disposal Services, Inc.
Charles A. Carpy 67 1981 Managing Partner, Freemark
Abbey Winery; General
Partner, Rutherford Hill
Winery and Carpy & Connolly
(grape production).
Michael D. Irwin 52 1987 Chief Financial Officer of
the Company since October
1989; Executive Vice
President and Chief Financial
Officer of the Compass Group
since 1993; Chief Financial
Officer, Swanson Vineyard &
Winery since January 1989.
Brian J. Kelly 44 1988 Chief Operating Officer of
the Company since 1992;
Executive Vice President of
the Company and President and
Chief Executive Officer of
the Bank since September 1989.
C. Richard Lemon 52 1981 Attorney, Dickenson,
Peatman & Fogarty; Secretary
of the Company and the Bank.
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C> <C>
Joseph G. Peatman 60 1994 Attorney and Principal of
Dickenson, Peatman & Fogarty.
George M. Schofield 56 1990 President, George Schofield
Co., financial consultant.
W. Clarke Swanson, Jr. 56 1987 Chairman of the Board since
1994, Chief Executive Officer
of the Company since 1988;
President, Swanson Vineyards
and Winery and Swanson
Investment Company.
</TABLE>
There is no family relationship among any of the Company's executive officers,
directors or nominees for director.
All the members of the Company's Board of Directors also serve as the
directors of the Bank. Messrs. Lemon and Carpy also serve as the directors of
the Company's wholly owned leasing subsidiary, Napa National Leasing Company
("Napa Leasing").
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS INTENDS TO VOTE ALL PROXIES HELD BY IT IN FAVOR OF
ELECTION OF EACH OF THE NOMINEES. YOU ARE URGED TO VOTE FOR PROPOSAL 1: TO
ELECT THE EIGHT NOMINEES SET FORTH HEREIN TO SERVE UNTIL THE NEXT ANNUAL MEETING
OF SHAREHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS SHALL BE ELECTED AND
QUALIFIED.
INFORMATION PERTAINING TO ELECTION OF DIRECTORS
COMMITTEES OF THE BOARD OF DIRECTORS; DIRECTOR ATTENDANCE
The Board of Directors of the Bank maintains an Audit Committee which consists
of the following individuals: Directors Irwin, Bacigalupi, Lemon and Kelly.
The functions of the Audit Committee are to recommend the appointment of and
oversee a firm of independent public accountants who audit the books and records
of the Company for the fiscal year for which they are appointed, to approve each
professional service rendered by such accountants, and to evaluate the possible
effect of each such service on the independence of the Company's accountants.
The Audit Committee met nine times during 1994.
The Company does not have a standing compensation or nominating committee.
The Executive Committee of the Board of Directors of the Company performs the
functions of these committees and consists of the following individuals:
Directors Carpy, Kelly and Swanson. Nominations by shareholders can be made
only by complying with the Company's By-laws and the notice provisions included
in the Notice of Meeting which accompanies this Proxy Statement. This By-law
provision is designed to give
6
<PAGE>
the Board of Directors advance notice of competing nominations, if any, and the
qualifications of nominees, and may have the effect of precluding third-party
nominations if not followed.
The Board of Directors of the Company held 10 regular and one special meetings
during 1994. Each director of the Company attended at least 75% of the
aggregate of: (i) the total number of meetings of the Board of Directors and
(ii) the total number of meetings of committees of the Board on which he served
(during the period for which he served), except Mr. Lemon.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and executive officers and persons who own more
than ten percent of a registered class of the Company's equity securities to
file with the 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 ten-percent 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, no director, officer or beneficial owner of more
than ten percent of the Company's Common Stock failed to file or filed late
reports pursuant to section 16(a) of the Exchange Act except as follows:
Mr. Swanson, Chairman of the Board of the Company and the Bank, purchased
11,000 shares of the Company's Common Stock in September 1994 and gifted 36,116
shares of the Company's Common Stock in December 1994. Mr. Swanson failed to
timely file a statement of change in ownership with respect to both of these
transactions.
Mr. Peatman, a director of the Company and the Bank, purchased 125 shares of
the Company's Common Stock in August 1994 to satisfy a requirement under the
National Banking Act related to his service as a director of a national bank.
Additionally, Mr. Peatman was granted options to purchase 10,000 shares of the
Company's Common Stock. Mr. Peatman failed to timely file both an initial
statement of ownership with respect to the options granted and a statement of
change in ownership with respect to the purchase.
Mr. Hemming, the Bank's Chief Credit Officer, was granted 7,500 options to
purchase the Company's Common Stock in April 1994. Mr. Hemming failed to timely
file an initial statement of ownership with respect to these options granted.
EXECUTIVE OFFICERS
In addition to Messrs. Irwin, Kelly and Swanson, discussed above, executive
officers during 1994 included Joan Heinitz and
7
<PAGE>
Richard Hemming. Ms. Heinitz, age 34, is the Treasurer and Assistant Corporate
Secretary of the Company since 1991 and Executive Vice President and Chief
Administrative Officer of the Bank since 1994. Prior to that time, Ms. Heinitz
was the Senior Vice President and Director of Administration and Finance for the
Bank from 1991 through 1993 and Chief Financial Officer at Suisun Valley Bank
from 1986 to 1990. Mr. Hemming became the Bank's Executive Vice President and
Chief Credit Officer in 1994. Prior to that time, Mr. Hemming served as Senior
Vice President and Senior Credit Officer of the Bank from July 1993. Mr.
Hemming had previously been Senior Vice President of Napa Valley Bank for
approximately ten months and Vice President and Credit Administrator for Bank of
America from 1984 to 1992.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth for service in all
capacities to the Company and the Bank for the periods indicated the
compensation with respect to the Chief Executive Officer and the Chief Operating
Officer whose salary and bonus exceeded $100,000 in 1994.
SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------
Name and
Principal Other Annual All Other
Position Year Salary Bonus Compensation(1) Compensation
- --------------------- ---- ---------------- ------- --------------- ------------
<S> <C> <C> <C> <C> <C>
W. Clarke 1994 $ 5,100(2) $ 0 $ 0 $ 0
Swanson, Jr., CEO 1993 7,200(2) 0 1,784 0
1992 1,200(2) 0 2,294 0
Brian J. Kelly, 1994 $112,044(3) $ 0 $8,530 $6,673(4)
COO 1993 103,000(3) 0 9,780 3,090(4)
1992 103,000(3) 10,000 9,710 3,092(4)
</TABLE>
- -------------
1 Consists of country club membership for Mr. Swanson and country club
membership and auto allowance for Mr. Kelly.
2 Consists of payments for attending meetings of the Directors' Loan
Committee.
3 Includes amounts contributed by Mr. Kelly to the Stock Plan.
4 Consists of contributions by the Company to the Stock Plan for the benefit
of Mr. Kelly.
The following table sets forth the options exercised in 1994 and the
December 31, 1994 unexercised value of both vested and unvested options for the
Company's Chief Executive Officer and its sole officer whose salary and bonus
exceeded $100,000 in 1994.
8
<PAGE>
AGGREGATE OPTION EXERCISES AND VALUE
------------------------------------
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Underlying Value of Unexercised
Unexercised Options at In-The-Money Options
Shares December 31, 1994 at December 31, 1994(1)
Acquired Value --------------------------- --------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. Clarke
Swanson, Jr., CEO 0 0 10,000 0 0 0
Brian J. Kelly, COO 0 0 20,000 0 0 0
</TABLE>
- -------------
(1) Fair market value of the Company's common stock was $9.00 per share on
December 31, 1994.
COMPENSATION OF DIRECTORS
During 1994, the Board of Directors as a group received a total of
$18,100 for attendance at meetings of the Directors' Loan Committee consisting
of a payment of $100 per meeting to all nonemployee members of the Loan
Committee. This committee consists of Directors Carpy, Irwin, Kelly, Schofield,
Swanson and Bacigalupi.
During the first quarter of 1995, the Board of Directors of the
Company approved a new director compensation package. Beginning in January
1995, Messrs. Swanson and Irwin receive $2,000 and $1,000 per month,
respectively, for their respective roles as officers and directors of the
Company.
This new director compensation package also allows for fees to be paid
to members attending the Bank's Directors' Loan Committee, Audit Committee and
Board meetings. As Chairman of the Directors' Loan Committee and Audit
Committee, Messrs. Swanson and Irwin, respectively, will each receive an
additional fee of $1,000 per month for their services to these committees. All
nonemployee directors will receive $200 per meeting. This fee schedule was
effective commencing in January 1995.
EXECUTIVE COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation is determined by the Executive
Committee of the Board of Directors. The Executive Committee meets as necessary
to address a variety of different matters. Compensation decisions are
determined by this Committee annually during the first quarter of each year.
Compensation changes are effective retroactively from January of the year in
which those changes were made for the following twelve month period of time.
Stock options, if applicable, are awarded after the Company's Annual Shareholder
Meeting, which is generally held during the second quarter. Compensation for a
newly-hired executive officer may be established by the Executive Committee at
any of its monthly meetings.
9
<PAGE>
The Executive Committee believes that compensation of the Company's
executive officers should be sufficient to attract and retain highly qualified
personnel and also provide meaningful incentives for measurably superior
performances. The Company seeks to reward achievement of both long and short
term performance goals measured by growth in total assets, loans and deposits
and improvements in gross margins and net income. Additionally, the Executive
Committee seeks to set executive compensation at levels of comparable financial
institutions in the Company's general service area. With this intent in mind,
the Executive Committee reviews peer group salary data prior to setting the
yearly executive base salary level. The Executive Committee also seeks guidance
and recommendations from an independent compensation advisor prior to
finalization of this base salary.
The Company's Chief Executive Officer, W. Clarke Swanson, Jr.,
received no salary during 1994. Mr. Swanson's compensation consists of paid
membership in a country club and directors fees. As a member of the Directors'
Loan Committee of the Company's Board of Directors, Mr. Swanson received $100
for each Directors' Loan Committee Meeting he attended during 1994. The
Directors' Loan Committee meets approximately 40 times per year. In the past,
Mr. Swanson had elected to have all such attendance fees paid to Swanson
Management Company. Mr. Swanson elected in mid-1994 to have his attendance fees
paid to him personally. There is no relationship between Mr. Swanson's
performance and his compensation. The total compensation received by Mr.
Swanson in 1994 is detailed in the preceding Summary Compensation Table.
The Company's Chief Operating Officer, Brian J. Kelly, joined the
Company in September 1989. Mr. Kelly has brought with him an extensive amount
of banking expertise specific to the primary customer base of the Company. His
compensation has been designed to recognize this experience and is in keeping
with the Company's compensation policies. During 1994, he received a base
salary which the Committee believes is comparable to similar financial
institutions in the Company's service area. Mr. Kelly also receives an auto
allowance and a country club membership. Mr. Kelly's annual compensation
increases are tied to both the Company's and his personal performance. The
total compensation received by Mr. Kelly in 1994 is detailed in the preceding
Summary Compensation Table.
The members of the Executive Committee include:
Charles A. Carpy
Brian J. Kelly
W. Clarke Swanson, Jr.
10
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, the Company's Board of Directors does not have a
Compensation Committee. Compensation of the Company's executive officers is
determined instead by the Executive Committee of the Board of Directors.
Messrs. Carpy, Kelly and Swanson are members of the Executive
Committee and executive officers of the Company. Messrs. Kelly and Swanson
abstain from all Executive Committee meetings relating to their own
compensation. During 1994, Messrs. Irwin and Swanson did, however, receive a
fee of $100 each for each meeting of the Loan Committee attended in 1994. Mr.
Irwin's Loan Committee fees for the first half of the year were paid directly to
Swanson Management Company. Beginning in July 1994, Mr. Irwin's fees were paid
to him directly. Commencing in 1995, compensation payable to directors of the
Company and the Bank and compensation payable to Company and Bank Board of
Director committee members was increased. See "Executive Compensation--
Compensation of Directors" above.
Messrs. Swanson and Irwin are the President and Chief Financial
Officer, respectively, of Swanson Vineyards and Winery. In their positions as
executive officers of this company, both Mr. Swanson and Mr. Irwin assist in the
determination of executive compensation for anyone other than themselves.
Messrs. Lemon and Peatman are directors of the Bank and of the
Company. Both are shareholders in Dickenson, Peatman & Fogarty, a Professional
Law Corporation, which provided legal services to the Company, the Bank and Napa
Leasing during 1994 and which expects to provide legal services during 1995.
11
<PAGE>
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total return to
shareholders during the past five years with that of the Standard & Poor's 500
Composite Stock Index ("S&P") and Montgomery Securities' Unlisted Independent
Bank Proxy ("UIBP").
[Performance Graph Appears Here]
(1) Assumes $100 invested on December 31, 1989 in the Company's common stock,
the S&P and UIBP (an index of independent banks). Assumes reinvestment of
dividends.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
PURCHASE RIGHT
In 1987, Mr. Swanson acquired 300,701 shares of the Company's common
stock ("Common Stock") through a tender offer at $11.00 per share (the "Tender
Offer"), net to the sellers in cash. The Tender Offer was made pursuant to the
terms of an agreement with the Company, dated as of February 5, 1987 (the
"Purchase Agreement").
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As disclosed to shareholders in materials related to the Tender Offer,
the Purchase Agreement provides, among other things, certain protections against
dilution of Mr. Swanson's stock ownership by requiring that if the Company
should desire to issue any Equity Securities (as defined below), it shall give
Mr. Swanson the first right to purchase (the "Purchase Right") a portion of such
Equity Securities up to an amount which will enable Mr. Swanson to maintain the
same percentage ownership of the outstanding Common Stock as held by Mr. Swanson
on the date immediately following his purchases in the Tender Offer (i.e.,
60.14%). In the event that the number of shares of Common Stock owned by Mr.
Swanson should decline due to Mr. Swanson's failure to purchase shares pursuant
to such right or sales of shares of Common Stock by Mr. Swanson, the Purchase
Agreement provides that the Purchase Right entitles Mr. Swanson to purchase a
new portion of new issuances of Equity Securities up to an amount which will
enable Mr. Swanson to maintain his percentage ownership of the outstanding
Common Stock as computed immediately prior to each issuance of such Equity
Securities.
The Purchase Right also applies to issuances of Equity Securities to
employees, officers and directors under stock option plans approved by the Board
of Directors of the Company prior to the date of the Purchase Agreement,
including the 1982 Plan; provided, however, that Common Stock shall be deemed to
have been issued only upon the exercise of an employee stock option. The
Purchase Agreement further states that if Mr. Swanson has a right to purchase
Common Stock due to the exercise of a stock option by an employee, officer or
director of the Company, the purchase price of such Common Stock purchasable by
Mr. Swanson shall be equal to the exercise price of such option.
The term "Equity Securities" is defined in the Purchase Agreement to
mean Common Stock, rights, options (except stock options issued pursuant to
stock option plans), warrants to purchase Common Stock, any security other than
Common Stock having voting rights in the election of the Board of Directors
which are not contingent upon a failure to pay dividends, any security
convertible into or exchangeable for any of the foregoing, and any agreement or
commitment to issue any of the foregoing.
The Purchase Right terminates when Mr. Swanson ceases to own in excess
of 10% of the then outstanding shares of Common Stock.
INDEBTEDNESS OF MANAGEMENT
Some of the Company's directors and executive officers, as well as
their immediate family and associates, are customers of, and have had banking
transactions with, the Bank in the ordinary course of the Bank's business and
the Bank expects to have such ordinary banking transactions with these persons
in the future.
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In the opinion of management of the Bank, all loans and commitments to lend
included in such transactions were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing for comparable transactions with other persons of similar
creditworthiness, and did not involve more than a normal risk of collectibility
or present other unfavorable features. Although the Bank does not have any
limits on the aggregate amount it would be willing to lend to directors and
officers as a group, loans to individual directors and officers must comply with
the Bank's respective lending policies and statutory lending limits, and prior
approval of the Bank's Board of Directors is required for most of these loans.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected and appointed Deloitte & Touche,
independent public accountants, to examine the financial statements of the
Company, the Bank and other subsidiaries for the year ending December 31, 1995.
In recognition of the important role of the independent public accountants, the
Board of Directors has determined that its selection of the independent public
accountants should be submitted to the shareholders for review and ratification
on an annual basis.
Deloitte & Touche examined the financial statements of the Company and
the Bank for the fiscal year ended December 31, 1994. Deloitte & Touche has no
interest, financial or otherwise, in the Company.
The ratification of Deloitte & Touche as the Company's independent
public accountants requires approval of the holders of a majority of the total
number of shares entitled to vote at the Annual Meeting. The Board of Directors
also retains the power to appoint another independent public accounting firm to
replace an accounting firm ratified by the shareholders in the event the Board
of Directors determines that the interests of the Company require such a change.
A representative of Deloitte & Touche is expected to be present at the
Meeting, and will be provided the opportunity to make a statement if he or she
so desires, and will be available to respond to appropriate questions of
shareholders.
RECOMMENDATION OF BOARD OF DIRECTORS
THE BOARD OF DIRECTORS INTENDS TO VOTE ALL PROXIES HELD BY IT IN FAVOR
OF RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE TO AUDIT THE FINANCIAL
STATEMENTS OF THE COMPANY, THE BANK AND OTHER SUBSIDIARIES AND URGES YOU TO VOTE
FOR PROPOSAL 2: TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE AS
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THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE 1995 FISCAL YEAR.
SHAREHOLDER PROPOSALS
Any shareholder desiring to submit a proposal for action at the 1996
Annual Meeting of Shareholders that the shareholder desires to be presented in
the Company's Proxy Statement with respect to such meeting, should submit such
proposal to the Company at its principal place of business no later than
September 12, 1995.
FORM 10-K
If any shareholder would like a copy of the Company's Annual Report to
the SEC on Form 10-K, including financial statements and financial statement
schedules, for the fiscal year ended December 31, 1994, it may be obtained
without charge. Exhibits to the Form 10-K will be furnished upon payment of
reasonable charges. Written requests should be directed to Joan E. Heinitz,
Assistant Corporate Secretary, Napa National Bancorp, 903 Main Street, Napa,
California 94559.
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 persons named in the enclosed form of proxy will have
discretionary authority to vote all proxies with respect thereto in accordance
with their judgment.
By Order of the Board of Directors
C. Richard Lemon, Secretary
Dated: May 22, 1995
Napa, California
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PROXY
NAPA NATIONAL BANCORP
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholders of Napa National Bancorp (the "Company")
hereby appoint Michael D. Irwin, Brian J. Kelly and C. Richard Lemon, and each
of them, the attorney, agent and proxy of the undersigned, with full power of
substitution, to vote all stock of the Company which the undersigned is entitled
to vote at the Annual Meeting of Shareholders of the Company to be held June 20,
1995 at 8:00 A.M., and any adjournments thereof, as fully and with the same
force and effect as the undersigned might or could do if present, as follows:
1. To elect as directors the nominees set forth below:
[ ] For all nominees listed (except as marked to the contrary below).
[ ] Withhold authority to vote for all nominees listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
William A. Bacigalupi C. Richard Lemon
Charles A. Carpy Joseph G. Peatman
Michael D. Irwin George M. Schofield
Brian J. Kelly W. Clarke Swanson, Jr.
2. To ratify the appointment and selection of Deloitte & Touche as the
Company's independent public accountants:
[ ] For [ ] Against [ ] Abstain
3. To transact such other business as may properly come before the meeting.
THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER OR IF NO INSTRUCTIONS
ARE GIVEN BY THE SHAREHOLDER, THE PROXY HOLDERS WILL VOTE "FOR" EACH OF THE
ABOVE PROPOSALS.
IF ANY OTHER BUSINESS IS PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS.
When signing as attorney, executor, officer, administrator, trustee or
guardian, please give full title. If more than one trustee, all should sign.
All joint owners must sign.
I/we do [ ] do not [ ] expect to attend this meeting.
____________________
Number of Shares
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY
BE REVOKED PRIOR TO ITS EXERCISE.
Dated: ______________, 1995.
_______________________________
(Signature of Shareholder(s))
_______________________________
Print Name
_______________________________
(Signature of Shareholder(s))
_______________________________
Print Name
