<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
[X] Definitive Proxy Statement RULE 14a-6(e)(2)
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)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:
(4) Date Filed:
Notes:
<PAGE>
NAPA NATIONAL BANCORP
901 MAIN STREET
NAPA, CALIFORNIA 94559
May 24, 1996
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 901 Main Street, Napa, California 94559 on Tuesday, June 18, 1996, at
8:00 A.M.
You will be asked to elect as directors the ten individuals nominated by
the Board of Directors. The attached Proxy Statement contains more detailed
information about the nominees and any 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 provided as soon as possible so that
your shares will be represented at the meeting. The Board of Directors
recommends that 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
901 MAIN STREET
NAPA, CALIFORNIA 94559
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, JUNE 18, 1996
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 901 Main Street, Napa, California on Tuesday,
June 18, 1996 at 8:00 A.M. for the following purposes:
1. To elect the following ten 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
E. James Hedemark A. Jean Phillips
Michael D. Irwin George M. Schofield
Brian J. Kelly W. Clarke Swanson, Jr.
2. 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 10, 1996 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 deliv ered 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 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
<PAGE>
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 inca pacitated 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 24, 1996
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 Share holders of the Company to be held at 901 Main
Street, Napa, California on June 18, 1996, at 8:00 A.M., and at any adjournments
or postponements thereof (the "Meeting").
This Proxy Statement and the accompanying proxy are being mailed to
shareholders on or about May 24, 1996.
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 that does not contain voting
instructions is submitted to the Company, the proxy holders will vote the shares
represented by such proxy in favor of election of the nominees specified and in
favor of any 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
solicitation firm engaged by the Company.
<PAGE>
VOTING SECURITIES
Shareholders of record as of the close of business on May 10, 1996 (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 (ten) 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.
Shares which abstain from voting and "broker non-votes" (shares as to which
brokerage firms have not received voting instructions from their clients and
therefore do not have the authority to vote at the Meeting) will be counted for
purposes of determining a quorum. Abstentions and broker non-votes will not
count as votes in favor of the election of directors or any other proposal.
The ten 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, the Treasurer 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 Percent
Name and Address of Beneficial 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
E. James Hedemark 2,600/4/ *
Joan E. Heinitz 8,000/5/ 1.0
Michael D. Irwin 12,000/3/ 1.6
Brian J. Kelly 20,225/6/ 2.6
C. Richard Lemon 38,976/7/ 5.1
Joseph G. Peatman 10,125/3/ 1.3
A. Jean Phillips 2,600/4/ *
George M. Schofield 37,876/3/,/8/ 4.95
W. Clarke Swanson, Jr. 535,989/3/,/9/ 70.1
All directors, nominees and
officers as a group (12 persons) 673,415/10/ 77.9
</TABLE>
_____________________________
* Indicates that the percentage of the outstanding shares beneficially owned
is less than one percent (1%).
1 The address for all persons is: c/o Napa National Bancorp, 901 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 2,500 shares which may be acquired upon the exercise of stock
options.
5 Includes 8,000 shares which may be acquired upon the exercise of stock
options.
6 Includes 20,000 shares which may be acquired upon the exercise of stock
options.
7 Includes 800 shares held in an individual retirement account and 10,000
shares which may be acquired upon the exercise of stock options. Includes 27,676
shares held in the Company's stock participation plan (the "Stock Plan") of
which Mr. Lemon is co-trustee and with regard to which shares Mr. Lemon has
shared voting power. Mr. Lemon disclaims beneficial ownership as to the Stock
Plan shares.
8 Includes 27,676 shares held in the Stock Plan of which Mr. Schofield is
co-trustee and with regard to which shares Mr. Schofield has shared voting
power. Mr. Schofield disclaims beneficial ownership as to the Stock Plan shares.
9 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.
10 Includes 110,500 shares which may be acquired within 60 days of the Record
Date upon the exercise of stock options.
-4-
<PAGE>
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 ten.
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 ten 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 58 1990 President, Napa Garbage Services, Inc.
and Napa Valley and American
Canyon Disposal Services, Inc.
Charles A. Carpy 68 1981 Managing Partner, Freemark Abbey
Winery; General Partner, Carpy &
Connolly (grape production).
E. James Hedemark 47 1995 President, H.D.R., Inc., health industry
consultant since 1995. Formerly,
President and Chief Executive Officer
of Napa Valley Bank from 1992 to
1993, and various positions at Bank of
America from 1972 to 1993.
Michael D. Irwin 53 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 and
Winery since January 1988.
Brian J. Kelly 45 1988 President and Chief Operating Officer
of the Company since 1992; President
and Chief Executive Officer of the
Bank since September 1989.
</TABLE>
-5-
<PAGE>
<TABLE>
<S> <C> <C> <C>
C. Richard Lemon 53 1981 Attorney and Principal of Dickenson,
Peatman & Fogarty; Secretary of the
Company and the Bank.
Joseph G. Peatman 61 1994 Attorney and Principal of Dickenson,
Peatman & Fogarty.
A. Jean Phillips 51 1995 Owner, Screaming Eagle Vineyard
and Winery; Partner, Phillips &
Harris, Land Brokers, since 1980.
George M. Schofield 57 1990 President, George Schofield Co.,
financial consultant; President of
Unique Wines, Inc. since 1984; Chief
Financial Officer of Folie A Deux
Winery since 1995.
W. Clarke Swanson, Jr. 57 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 leas ing 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 TEN 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, Hedemark,
Schofield, Swanson 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 five
times during 1995.
-6-
<PAGE>
During 1995, the Company did 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. The Executive Committee met one
time during 1995. 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 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 11 regular meetings and one
special meeting during 1995. 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).
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
regulations 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 reports or
filed late reports pursuant to Section 16(a) of the Exchange Act.
EXECUTIVE OFFICERS
In addition to Messrs. Irwin, Kelly and Swanson, discussed above, executive
officers during 1995 included Joan E. Heinitz and Richard W. Hemming. Ms.
Heinitz has been the Treasurer/Cashier and Assistant Corporate Secretary of the
Company since 1991 and the 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 the 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.
-7-
<PAGE>
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, the Chief Operating
Officer and the Treasurer in 1995.
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 1995 $ 46,600(2) $ 0 $ 441 $ 0
Swanson, Jr., CEO 1994 5,100(2) 0 0 0
1993 7,200(2) 0 1,784 0
Brian J. Kelly, 1995 $115,000(3) $27,682 $8,834 $6,900(4)
COO 1994 112,044(3) 0 8,530 6,673(4)
1993 103,000(3) 0 9,780 3,090(4)
Joan E. Heinitz, 1995 $ 83,834(3) $12,000 $6,000 $5,453(4)
Treasurer 1994 75,837(3) 3,000 0 5,200(4)
1993 69,917(3) 0 0 700(4)
</TABLE>
____________
1 Consists of country club membership for Mr. Swanson, country club
membership and auto allowance for Mr. Kelly and auto allowance for Ms. Heinitz.
2 Consists of payments for attending meetings of the Directors' Committees
and Board.
3 Includes amounts contributed by Mr. Kelly and Ms. Heinitz to the Stock
Plan.
4 Consists of contributions by the Company to the Stock Plan for the benefit
of Mr. Kelly and Ms. Heinitz.
-8-
<PAGE>
The following table sets forth the options exercised in 1995 and the
December 31, 1995 unexercised value of both vested and unvested options for the
Company's Chief Executive Officer and those officers of the Company whose salary
and bonus exceeded $100,000 in 1995.
AGGREGATE OPTION EXERCISES AND VALUE
------------------------------------
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Underlying Value of Unexercised
Unexercised Options at In-The-Money Options
December 31, 1995 at December 31, 1995(1)
Shares ----------------------------- ------------------------------
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
Joan E. Heinitz, Treas. 0 0 8,000 0 0 0
</TABLE>
_____________________
1 Fair market value of the Company's common stock was $10.00 per share on
December 31, 1995.
COMPENSATION OF DIRECTORS
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 received $2,000 and $1,000 per month, respectively,
for their respective roles as officers and directors of the Company.
The 1995 director compensation package also allowed for fees to be paid to
members attending all meetings of the Bank Directors' Committee and Board
meetings. As Chairman of the Directors' Loan Committee and Audit Committee,
Messrs. Swanson and Irwin, respectively, each received an additional fee of
$1,000 per month for their services to these committees. All nonemployee
directors received $200 per meeting. This fee schedule was effective for all
of 1995. During 1995, the Board of Directors as a group received a total of
$82,400 for attendance at all meetings.
Effective January 1996, the Board of Directors amended the 1995 director
compensation package to pay each director $200 for every board or committee
meeting he or she attends. Mr. Kelly, as a full-time employee of the Company,
does not receive director compensation. Chairpersons for the committees receive
$300 for each meeting they chair. This fee structure is intended to compensate
the Chairpersons for their additional time and effort required in fulfilling
this role. Additionally, the monthly payments of $2,000 and $1,000 to Messrs.
Swanson and Irwin, respectively, were discontinued in 1996. For additional
information concerning compensation payable to Mr. Swanson during 1996, see the
section below entitled "Compensation Committee Interlocks and Insider
Participation."
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
-9-
<PAGE>
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 Shareholders 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 meetings.
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 a
based salary of $24,000 in 1995. In addition, Mr. Swanson's compensation
consists of paid membership in a country club and directors' fees. As Chairman
of the Directors' Loan Committee, Mr. Swanson received $1,000 per month plus
$200 for each Committee meeting he chaired during 1995. The Directors' Loan
Committee meets approximately 45 times per year. There is no relationship
between Mr. Swanson's performance and his compensation. The total compensation
received by Mr. Swanson in 1995 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 1995, 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 and related 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 1995 is detailed in the preceding Summary Compensation
Table.
The members of the Executive Committee consist of:
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 did not have a
Compensation Committee in 1995. Compensation of the Company's executive officers
is determined instead by the Executive Committee of the Board of Directors.
Messrs. Carpy, Kelly and Swanson comprise the Executive Committee and Messrs.
Kelly and Swanson are executive officers of the Company. Messrs. Kelly and
Swanson abstain from all Executive Committee meetings relating to their own
compensation.
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 1995 and which expects to provide legal services during 1996.
During January 1996, the Company established a Compensation Committee
comprised of Messrs. Peatman, Bacigalupi, Carpy and Swanson. Mr. Peatman was
appointed the Chairman of the Committee. At its January 1996 meeting, the
Compensation Committee reviewed the contributions of the Company's Chairman and
Chief Executive Officer, Mr. Swanson, and proposed that, in light of his
continuing contributions to the Bank, in addition to his duties as a director,
he would be awarded a Bank salary of $108,000 for the 1996 fiscal year. The
Board of Directors of the Bank approved the Compensation Committee proposal at
its February 1996 meeting. Mr. Swanson did not participate in the consideration
of this matter.
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<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"). The stock price performance shown on the following graph
is not necessarily indicative of future performance of the Company's stock.
NAPA NATIONAL BANCORP
Stock Performance Graph/(1)/
<TABLE>
<CAPTION>
-------------------------------------------------------
YEAR S&P UIBP NNB
---- ------- -------- -------
<S> <C> <C> <C>
1990 $100.00 $100.00 $86.45
1991 $126.31 $99.26 $85.71
1992 $131.95 $101.76 $86.22
1993 $141.25 $126.29 $94.83
1994 $139.08 $123.59 $108.10
1995 $186.52 $154.13 $126.86
-------------------------------------------------------
</TABLE>
(1) Assumes $100 invested on December 31, 1990 in the Company's common stock,
the S&P and UIBP (an index of independent banks). Assumes reinvestment of
dividends. Source: Montgomery Securities' Western Bank Monitor - Unlisted
Independent Bank Proxy.
-12-
<PAGE>
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").
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 pur chase 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 commit ment 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. In the opinion of management of the Bank, all loans and commit
ments 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
-13-
<PAGE>
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 these types of loans.
SHAREHOLDER PROPOSALS
Any shareholder desiring to submit a proposal for action at the 1997 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 January
24, 1997.
FORM 10-K
If any shareholder would like a copy of the Company's Annual Report to the
SEC on Form 10-K, for the fiscal year ended December 31, 1995, including
financial statements and financial statement schedules, 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, 901 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 24, 1996
Napa, California
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<PAGE>
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 18, 1996 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:
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
<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.
Please mark
your votes
as this
X
1. To elect as directors the nominees set forth below:
FOR all nominees listed WITHHOLD
(except as marked to authority to vote for
the contrary below) 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, Charles A. Carpy, E. James Hedemark, Michael D. Irwin,
Brian J. Kelly, C. Richard Lemon, Joseph G. Peatman, A. Jean Phillips, George
M. Schofield, W. Clarke Swanson, Jr.
2. To transact such other business as may properly come before the meeting.
IF ANY OTHER BUSINESS IS PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED
IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS.
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.
---------------- I/we plan to attend
Number of Shares the meeting.
[_]
Signature(s) ___________________________ Date _______________________________
NOTE: Please sign as name appears hereon. 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.
