<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
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
STERLING WEST 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
STERLING WEST BANCORP
LOS ANGELES, CALIFORNIA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 1995
TO THE SHAREHOLDERS OF STERLING WEST BANCORP:
NOTICE IS HEREBY GIVEN that, pursuant to its Bylaws and the call of
its Board of Directors, the Annual Meeting of Shareholders (the "Meeting")
of Sterling West Bancorp (the "Company") will be held at the Wilshire Country
Club, Crystal Room, 301 North Rossmore Avenue, Los Angeles, California 90004,
on Thursday, May 25, 1995, at 10:00 a.m., for the following purposes, all
as set forth in the attached Proxy Statement.
1. Election of Directors. To elect seven (7) persons to the Board of
Directors to serve until the 1996 Annual Meeting of Shareholders and until
their successors are elected and have qualified. The following persons
are the Board of Directors' nominees:
<TABLE>
<S> <C> <C>
Timothy Behunin Hassan Izad John G. Sperling
Allan E. Dalshaug Robert J. Schiller Michael Wagner
Audrey J. Fimpler
</TABLE>
2. Other Business. To transact such other business as may properly
come before the Meeting and at any and all adjournments thereof.
The Bylaws of the Company provide for the nomination of directors
in the following manner:
"Section 2.11. Nomination for Directors. 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 voting
stock of the corporation entitled to vote for the election of
directors. Notice of intention to make any nominations, other than
by the Board of Directors, shall be made in writing and shall be
received by the President of the corporation no more than 60 days
prior to any meeting of shareholders called for the election of
directors, and no more than 10 days after the date the notice of such
meeting is sent to shareholders pursuant to Section 2.2 of these
bylaws; provided, however, that if only 10 days' notice of the meeting
is given to shareholders, such notice of intention to nominate shall be
received by the President of the corporation not later than the time
fixed in the notice of the meeting for the opening of the meeting.
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 principal occupation of each
proposed nominee; (c) the number of shares of voting stock of the
corporation owned by each proposed nominee; (d) the name and
residence address of the notifying shareholder; and (e) the number of
shares of voting stock of the corporation owned by the notifying
shareholder. Nominations not made in accordance herewith shall be
disregarded by the then chairman of the meeting, and the inspectors of
election shall then
<PAGE> 3
disregard all votes cast for each nominee."
Only those shareholders of record at the close of business on March
31, 1995 shall be entitled to notice of and to vote at the Meeting.
Dated: April 28, 1995 BY ORDER OF THE BOARD OF DIRECTORS
By [Signature]
-------------------------------------
SUE ELLEN SAVALAS,
Secretary
YOUR VOTE IS IMPORTANT AND, THEREFORE, WE URGE YOU TO SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING,
YOU MAY THEN WITHDRAW YOUR PROXY AND VOTE IN PERSON. THE PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO ITS EXERCISE. IN ORDER TO FACILITATE
PROVISIONS FOR ADEQUATE ACCOMMODATIONS, PLEASE INDICATE ON THE PROXY CARD
WHETHER OR NOT YOU WILL ATTEND THE MEETING.
<PAGE> 4
STERLING WEST BANCORP
3287 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90010
(213) 384-4444
_______________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 25, 1995
_______________________
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Sterling West Bancorp (the "Company")
for use at its Annual Meeting of Shareholders (the "Meeting") to be held at the
Wilshire Country Club, Crystal Room, 301 North Rossmore Avenue, Los Angeles,
California 90004, on Thursday, May 25, 1995, at 10:00 a.m., and at any and all
adjournments thereof. It is expected that this Proxy Statement and enclosed
form of Proxy will be mailed to shareholders of record on or about April 28,
1995.
Matters To Be Considered
The matters to be considered and voted upon at the Meeting will be:
1. Election of Directors. To elect seven (7) persons to the
Board of Directors to serve until the 1996 Annual Meeting of Shareholders and
until their successors are elected and have qualified. The following persons
are the Board of Directors' nominees:
<TABLE>
<S> <C> <C>
Timothy Behunin Hassan Izad John G. Sperling
Allan E. Dalshaug Robert J. Schiller Michael Wagner
Audrey J. Fimpler
</TABLE>
2. Other Business. To transact such other business as may
properly come before the Meeting and at any and all adjournments thereof.
Revocability of Proxies
A Proxy for use at the Meeting is enclosed. Any shareholder who
executes and delivers such 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. It may also be revoked by
attendance at the Meeting and election to vote thereat. Subject to such
revocation, all shares represented by a properly executed proxy received in
time for the Meeting will be voted by the proxy holders whose names are set
forth in the accompanying Proxy (the "Proxy Holders") in accordance with the
instructions on the Proxy. If no instruction is specified in respect to a
matter to be acted upon, the shares represented
-1-
<PAGE> 5
by the Proxy will be voted "FOR" the election of the nominees for director set
forth herein. It is not anticipated that any matters will be presented at the
Meeting other than as set forth in the accompanying Notice of the Meeting. If,
however, any other matters are properly presented at the Meeting, the Proxy
will be voted in accordance with the best judgment and in the discretion of the
Proxy Holders.
Costs of Solicitation of Proxies
This Proxy solicitation is made by the Board of Directors of the
Company and the Company will bear the costs of this solicitation, including the
expense of preparing, assembling, printing and mailing this Proxy Statement and
the material used in this solicitation of Proxies. It is contemplated that
Proxies will be solicited principally through the mails, but directors,
officers and regular employees of the Company may solicit Proxies personally or
by telephone. Although there is no formal agreement to do so, the Company may
reimburse banks, brokerage houses and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding these proxy materials
to their principals. In addition, the Company may pay for and utilize the
services of individuals or companies not regularly employed by the Company in
connection with the solicitation of Proxies if the Board of Directors of the
Company determines that this is advisable.
Outstanding Securities and Voting Rights
There were issued and outstanding 1,710,214 shares of the Company's
common stock, no par value per share (the "Common Stock"), on March 31, 1995,
which has been set as the record date ("Record Date") for the purpose of
determining the shareholders entitled to notice of and to vote at the Meeting.
Each holder of Common Stock will be entitled to one vote, in person
or by proxy, for each share of Common Stock standing in his or her name on the
books of the Company as of the Record Date on any matter submitted to the vote
of the shareholders, except that in connection with the election of directors,
the shares are entitled to be voted cumulatively only if the candidates' names
have been properly placed in nomination prior to the commencement of the voting
and a shareholder present at the Meeting has given notice at the Meeting prior
to the commencement of the voting of his or her intention to vote his or her
shares cumulatively. If any shareholder has given such notice, then every
shareholder entitled to vote may cumulate his or her votes for candidates in
nomination. Cumulative voting entitles a shareholder to give one nominee a
number of votes equal to the number of directors to be elected, multiplied by
the number of shares owned by such shareholder, or to distribute his or her
votes on the same principle between two or more nominees as he or she sees fit.
The authority granted to the Proxy Holders under the Proxy includes the
discretionary authority to cumulate votes. In the election of directors, the
seven candidates receiving the highest number of votes will be elected.
A majority of the outstanding shares of Common Stock entitled to vote
at the Meeting shall constitute a quorum. Abstentions and broker non-votes
will be treated as shares present and entitled to vote solely for purposes of
determining the presence of a quorum.
-2-
<PAGE> 6
VOTING SECURITIES
Principal Shareholders
The following table sets forth certain information, as of March 31,
1995, with respect to Messrs. Allan E. Dalshaug and Timothy Behunin, who are
directors of the Company and the only persons of whom the Board of Directors is
aware who own beneficially more than 5% of the Company's Common Stock
outstanding as of such date:
<TABLE>
<CAPTION>
Common Stock Owned
Beneficially
---------------------------
Number of Percent of
Name and Address of Beneficial Owner Shares Class
- - - ------------------------------------ --------- ---------
<S> <C> <C>
Allan E. Dalshaug (1) 146,674 8.58%
3287 Wilshire Boulevard
Los Angeles, California 90010
Timothy Behunin (1) 108,953 6.37%
700 South Victory
Burbank, California 91506
</TABLE>
________________
(1) See "VOTING SECURITIES -- Management" herein for a description of the
nature of the beneficial ownership and the method of calculating the
percentage of beneficial ownership.
-3-
<PAGE> 7
Management
The following table sets forth certain information, as of March 31,
1995, with respect to the number of shares of the Company's Common Stock owned
beneficially by each director of the Company, each of whom is also a nominee
for election as a director, by the Company's Chief Executive Officer, by each
of the four most highly compensated executive officers at December 31, 1994
whose salary and bonus exceeded $100,000 during 1994, and by all directors and
current executive officers, as a group.
<TABLE>
<CAPTION>
Common Stock Owned
Beneficially(1)
---------------------------
Number of Percent
Name and Title Shares of Class(2)
- - - -------------- --------- -----------
<S> <C> <C>
Timothy Behunin 108,953 (3) 6.37%
Director
Robert A. Brito 7,268 (4) *
Vice President, Company;
Executive Vice President,
Chief Credit Officer,
Sterling Bank
Joseph C. Carona 20,806 (5) 1.21%
Executive Vice President,
Company; President,
Sterling Bank
Allan E. Dalshaug 146,674 (6) 8.58%
President, Chief Executive
Officer and Chairman of the
Board, Company; Chief
Executive Officer and
Chairman of the Board,
Sterling Bank
Audrey J. Fimpler 36,096 (7) 2.11%
Director
Hassan Izad 20,992 1.23%
Director
</TABLE>
-4-
<PAGE> 8
<TABLE>
<CAPTION>
Common Stock Owned
Beneficially(1)
-----------------------------
Number of Percent
Name and Title Shares of Class(2)
- - - -------------- --------- -----------
<S> <C> <C>
Farhad Motia 65,217 (8) 3.79%
Executive Vice President,
Company; President and
Chief Executive Officer,
Sterling Business Credit, Inc.
Robert J. Schiller 64,616 (9) 3.77%
Director
John G. Sperling 18,968 (10) 1.11%
Director
Douglas B. Swets 47,312 (11) 2.74%
Chief Financial Officer,
Company, Sterling Bank and
Sterling Business Credit, Inc.
Michael Wagner 40,987 (12) 2.39%
Director
Directors and Executive 579,913 (13) 32.91%
Officers, as a Group
(12 persons)
</TABLE>
_______________
* Less than 1%
(1) Except as otherwise noted below and as provided by community property
laws where applicable, each person directly or indirectly has sole
voting and investment power with respect to the shares listed.
(2) In computing the percentage of shares beneficially owned, the number
of shares which the person (or group) has a right to acquire within
60 days after March 31, 1995 are deemed outstanding for the purpose
of computing the percentage of Common Stock owned by such person (or
group), but are not deemed outstanding for the purpose of computing
the percentage of shares beneficially owned by any other person.
(3) Mr. Behunin has shared voting and investment power with respect to
the shares listed. Includes 1,099 shares of Common Stock which Mr.
Behunin has the right to acquire within 60 days after March 31, 1995
by the conversion of Seven Year Registered Convertible Variable
Interest Rate Notes due June 1, 1999 (the "Convertible Notes") issued
by the Company.
-5-
<PAGE> 9
(4) Includes 4,574 shares of Common Stock which Mr. Brito has the right
to acquire upon the exercise of stock options exercisable on March
31, 1995, or becoming exercisable within 60 days thereafter, pursuant
to the Company's Stock Option Plan.
(5) Includes 15,776 shares of Common Stock which Mr. Carona has the right
to acquire upon the exercise of stock options exercisable on March
31, 1995, or becoming exercisable within 60 days thereafter, pursuant
to the Company's Stock Option Plan.
(6) Includes 54,327 shares as to which Mr. Dalshaug has shared investment
and voting power. Includes 26,248 shares which are restricted as to
transfer and subject to forfeiture at the termination of Mr.
Dalshaug's employment agreement, but over which he has voting power.
See "COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS -- Executive
Officer Employment Agreements -- Mr. Dalshaug."
(7) Includes 4,101 shares of Common Stock as to which Ms. Fimpler has
shared investment or voting power.
(8) Includes 11,576 shares of Common Stock which Mr. Motia has the right
to acquire upon the exercise of stock options exercisable on March
31, 1995, or becoming exercisable within 60 days thereafter, pursuant
to the Company's Stock Option Plan and 43,861 shares which are
restricted as to transfer and subject to forfeiture pursuant to Mr.
Motia's employment agreement, but over which Mr. Motia has voting
power. See "COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS --
Executive Officer Employment Agreements -- Mr. Motia."
(9) Includes 2,941 shares of Common Stock as to which Mr. Schiller has
shared investment and voting power and 1,640 shares of Common Stock
which Mr. Schiller has the right to acquire within 60 days after
March 31, 1995 by the conversion of Convertible Notes issued by the
Company.
(10) Includes 328 shares of Common Stock which Mr. Sperling has the right
to acquire within 60 days after March 31, 1995 by the conversion of
Convertible Notes issued by the Company.
(11) Includes 14,414 shares of Common Stock which Mr. Swets has the right
to acquire upon the exercise of stock options exercisable on March
31, 1995, or becoming exercisable within 60 days thereafter, pursuant
to the Company's Stock Option Plan.
(12) Includes 1,640 shares of Common Stock which Mr. Wagner has the right
to acquire within 60 days after March 31, 1995 by the conversion of
Convertible Notes issued by the Company.
(13) Includes 47,180 shares of Common Stock which members of the group
have the right to acquire upon the exercise of stock options
exercisable on March 31, 1995, or becoming exercisable within 60 days
thereafter, pursuant to the Company's Stock Option Plan, 4,707 shares
of Common Stock which members of the group have the right to acquire
within 60 days after March 31, 1995 by the conversion of Convertible
Notes and 68,860 shares as to which transfer is restricted pursuant
to employment agreements with two of the executive officers but over
which they have voting power.
-6-
<PAGE> 10
ELECTION OF DIRECTORS
Board of Directors of the Company
The Bylaws of the Company provide that the number of directors shall
be not less than seven (7) nor more than thirteen (13) until changed by a bylaw
amending Section 3.3 of the Company's Bylaws duly adopted by the vote or
written consent of the Company's shareholders. The Bylaws further provide that
the exact number of directors shall be fixed from time to time, within the
foregoing range, by an amendment thereof duly adopted by the Company's Board of
Directors. Pursuant to the foregoing, the number of directors is presently
fixed at seven (7).
The persons named below, all of whom are present members of the Board
of Directors, have been nominated for election by the Board of Directors to
serve until the next Annual Meeting of Shareholders and until their successors
are elected and have qualified. Certain of the directors also serve on the
Boards of Directors of the Company's subsidiaries, Sterling Bank and Sterling
Business Credit, Inc. Votes will be cast pursuant to the enclosed Proxy in
such a way as to effect the election of said seven nominees, or as many thereof
as possible, under applicable voting rules. In the event that any of the
nominees should be unable or unwilling to accept nomination or election as a
director, it is intended that the Proxy Holders will vote for the election of
such substitute nominees, if any, as shall be designated by the Board of
Directors. The Board of Directors has no reason to believe that any nominee
will be unable or unwilling to serve if elected to office.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES FOR DIRECTOR.
-7-
<PAGE> 11
The following table sets forth certain information, as of March 31,
1995, with respect to each director of the Company.
<TABLE>
<CAPTION>
Year First
Principal Elected or
Occupation for Appointed
Name and Title the Past Five Years Age Director
- - - -------------- ------------------- --- ----------
<S> <C> <C> <C>
Timothy Behunin President, Behunin 43 1985
Director Construction Co., Inc.
General Partner,
Del Rey Properties and
D&B Partnership (real
estate developers),
President, LAEC, Inc.
(operation of the L.A.
Equestrian Center)
Allan E. Dalshaug Chairman of the Board, 63 1982
Chairman of Chief Executive Officer
the Board and President, Company,
Chairman of the
Board and Chief
Executive Officer,
Sterling Bank (1)
Audrey J. Fimpler Owner, Flight Centers, Inc. 63 1982
Director (travel agency) (1989-
Present)
Hassan Izad President, Westown 51 1990
Director Development (1987-Present),
General Partner, Live Oak
Development (1981-1989)
and Ariana Development
(1990-Present) (real
estate developers),
President, Ferris Industrial
Products, Inc.(1980-1992),
President, Phoenix Electronics Inc.
(electronic products company)
(1992-Present) (2)
</TABLE>
-8-
<PAGE> 12
<TABLE>
<CAPTION>
Year First
Principal Elected or
Occupation for Appointed
Name and Title the Past Five Years Age Director
- - - -------------- ------------------- --- ----------
<S> <C> <C> <C>
Robert J. Schiller Chairman of the Board, 76 1982
Director Guild Management
Corporation (an
individual financial
management company)
John G. Sperling Retired Certified Public 69 1982
Director Accountant, former
Chairman and
Chief Executive
Officer, Lee, Sperling,
Hisamune Accountancy
Corporation (1957-1991)
Michael Wagner President, Wagner/ 69 1982
Director Jacobson Brokerage,
Inc., (realtors) (1983-
Present), President,
Wagner/Jacobson Co., Inc.
(investment real estate
management company)
(1957-1989)
</TABLE>
_______________
(1) Mr. Dalshaug is a director of L.A. Gear, Inc. and Jalate, Ltd., both
corporations with securities registered under the Securities Exchange
Act of 1934, as amended.
(2) Ferris Industrial Products, Inc., a company of which Mr. Izad was
President from 1981 until 1992, filed a petition for reorganization
under Chapter 11 of the United States Bankruptcy Code in 1992.
-9-
<PAGE> 13
The Board of Directors and Committees
The Board of Directors has various standing committees, including an
Executive Committee, Audit Committee and a Compensation Committee. The Board
has no standing nominating committee, however, the procedures for nominating
directors, other than by the Board of Directors itself, are set forth in the
Company's Bylaws and in the Notice of Annual Meeting of Shareholders which
accompanies this Proxy Statement.
The Company's Executive Committee, which did not meet during 1994, is
chaired by Mr. Schiller, and Mr. Dalshaug is a member. The purpose of the
Executive Committee is to exercise the powers of the Board with respect to the
management of the business and affairs of the Company between Board meetings.
The Company's Audit Committee, which held three meetings during 1994,
is chaired by Mr. Sperling, and Mr. Schiller, Ms. Fimpler and Reed Robinson, a
director of Sterling Bank, are members. The purpose of the Audit Committee is
to direct the activities of the internal auditors, to make certain that the
internal auditors have the necessary freedom and independence to fully examine
all the records of the Company and its subsidiaries, to review the audit
reports prepared by the internal auditors and management, and to review the
reports of the Company's independent auditors and regulators.
The Company's Compensation Committee, which held one meeting during
1994, is chaired by Ms. Fimpler, and Messrs. Schiller, Behunin and Dalshaug are
members. Mr. Dalshaug abstains from voting on all matters affecting his
employment. The purpose of the Compensation Committee is to administer the
employee stock ownership and the stock option plans of the Company and to
provide oversight for the personnel employment and compensation matters of the
Company, including the authority to negotiate and execute, subject to final
approval of the Board, employment contracts with key executive officers of the
Company and its subsidiaries.
During the fiscal year ended December 31, 1994, the Board of
Directors of the Company held a total of 9 meetings. All of the persons who
were directors of the Company during 1994 attended at least 75% of the
aggregate of (i) the total number of such meetings and (ii) the total number of
meetings held by all committees of the Board on which he or she served during
such year except for Mr. Schwartzberg who attended 67% and Mr. Wagner who
attended 67%.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Overview
As of December 31, 1994, all compensation of executive officers of
the Company was paid by the company for which each executive officer had
primary responsibility except for Mr. Dalshaug, with respect to whom Sterling
Bank paid 68% thereof, BSC Mortgage Corporation paid 9% and Sterling Business
Credit, Inc. paid 23% thereof.
-10-
<PAGE> 14
Compensation Tables
SUMMARY COMPENSATION TABLE
The following table sets forth a comprehensive overview of the
compensation of the Company's Chief Executive Officer and the four most highly
compensated executive officers whose salary and bonus earned during 1994
exceeded $100,000. Comparative data for the previous two fiscal years is also
provided in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").
<TABLE>
<CAPTION>
Annual Compensation
-------------------------
All Other
Compensa-
Name and Salary Bonus sation(1)
Principal Position Year $ $ $
- - - ------------------- ---- --------- ---------- -----------
<S> <C> <C> <C> <C>
Allan E. Dalshaug 1994 190,928 -- 6,089
President, Chief Executive Officer and
Chairman of the Board, Company; Chief 1993 208,428 -- 11,879
Executive Officer and Chairman
of the Board, Sterling Bank (3) 1992 196,630 96,034 (2) 10,097
Farhad Motia 1994 148,315 134,216 812
Executive Vice President,
Company; President and Chief 1993 158,315 107,177 5,262
Executive Officer, Sterling Business
Credit, Inc. (4) 1992 148,315 210,246 3,935
Joseph C. Carona 1994 155,880 -- 2,758
Executive Vice President, Company;
President, Sterling Bank 1993 155,880 -- 2,382
1992 149,566 10,000 2,877
Robert A. Brito 1994 140,040 -- 1,720
Vice President, Company;
Executive Vice President, 1993 140,040 -- 4,221
Sterling Bank
1992 130,200 15,000 4,618
Douglas B. Swets 1994 125,856 -- --
Chief Financial Officer,
Company, Sterling Bank and 1993 125,856 -- 2,517
Sterling Business Credit, Inc.
1992 118,732 20,000 1,879
</TABLE>
-11-
<PAGE> 15
(1) Includes for Messrs. Dalshaug, Motia, Carona, Brito and Swets
respectively, $4,169, $4,475, $1,200, $1,200 and $2,517 of
contributions in 1993 and $2,433, $2,433, $1,696, $1,618 and $1,879 of
contributions in 1992 to the individuals' accounts within the
Company's Employee Stock Ownership Plan ("ESOP"). No contributions
were made by the Company to the ESOP in 1994. Includes for Messrs.
Dalshaug, Motia, Carona and Brito, respectively, $6,089, $812,
$2,758, and $1,720 in 1994, $7,708, $785, $1,181, and $3,020 in 1993
and $7,664, $751, $1,181, and $3,000 in 1992 of premiums paid by the
Company (or the subsidiary for which the executive officer had primary
responsibility) for term life insurance for their respective benefits.
(2) During 1992, Mr. Dalshaug was paid $96,034 on the basis of annualized
quarterly results as provided in his employment agreement. Mr.
Dalshaug's employment agreement provides that for fiscal years prior
to January 1, 1993, Mr. Dalshaug was entitled to the payment of
incentive compensation on a quarterly basis based on annualized
results and subject to meeting established performance targets. In
1992, annualized quarterly results resulted in Mr. Dalshaug being paid
$96,034. However, annual results did not meet the established
performance targets. The employment agreement provides that the
overpayment of incentive compensation shall be offset against future
incentive compensation earned or incentive compensation shares
previously earned by Mr. Dalshaug but held by the Company, or by
voluntary salary reductions.
(3) As of December 31, 1994, Mr. Dalshaug held 15,748 incentive
compensation shares having a value of $23,622. Dividends are paid on
the incentive compensation shares at the same rate as paid to all
other shareholders. As a result of the losses incurred by the
Company in 1992, Mr. Dalshaug has accrued a negative balance of
$15,196 which will be applied against the value of the incentive
compensation shares and against the value of the 10,000 shares which
Mr. Dalshaug has pledged under his employment agreement at the
termination of the agreement unless such amount is otherwise
reimbursed to the Company by Mr. Dalshaug. See "COMPENSATION OF
DIRECTORS AND EXECUTIVE OFFICERS -- Executive Officer Employment
Agreements -- Mr. Dalshaug."
(4) As of December 31, 1994, Mr. Motia held a total of 43,861 incentive
compensation shares having a value of $65,792. Dividends are paid on
the incentive compensation shares at the same rate as paid to all
other shareholders. See "COMPENSATION OF DIRECTORS AND EXECUTIVE
OFFICERS -- Executive Officer Employment Agreements -- Mr. Motia."
-12-
<PAGE> 16
STOCK OPTION PLAN
During 1994, no options were granted or exercised under the Company's
Stock Option Plan. The following table presents the amount and value of
certain options held by each named executive officer at December 31, 1994. All
options listed in the table were out-of-the-money (the exercise price exceeded
the market price of the Company's Common Stock) at December 31, 1994. The
Company has never issued stock appreciation rights.
AGGREGATED OPTION EXERCISES AND YEAR-END VALUES (FISCAL 1994)
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the-Money
Options at Year-End Options at Year-End
Name Exercisable/Unexercisable Exercisable/Unexercisable
- - - ---- ------------------------- ---------------------------------
<S> <C> <C>
Farhad Motia 11,576 / 0 $0 / $0
Joseph C. Carona 14,726 / 2,100 0 / 0
Robert A. Brito 4,154 / 840 0 / 0
Douglas B. Swets 14,414 / 420 0 / 0
</TABLE>
LONG-TERM INCENTIVE PLAN AWARDS (FISCAL 1994)
The following table provides information concerning compensation
intending to serve as an incentive for performance to occur over a period
longer than one fiscal year awarded during 1994 to Mr. Motia, the only named
executive officer who received such type of compensation. Under the terms of
his employment agreement, Mr. Motia is entitled to receive certain incentive
compensation based on the performance of Sterling Business Credit, Inc. for the
period through January 2, 1996, a portion of which is to be used to purchase
incentive compensation shares, subject to possible forfeiture. For a
description of the terms of such incentive compensation, see "COMPENSATION OF
DIRECTORS AND EXECUTIVE OFFICERS -- Executive Officer Employment Agreements --
Mr. Motia."
<TABLE>
<CAPTION>
Estimated Future Payouts
under Non-Stock Price-Based Plans (1)
-------------------------------------
Payout or
Number of Maturation
Name Shares Period Threshold Target Maximum
- - - ---- ---------- ---------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
Farhad Motia (1) 1/2/96 $0 $57,500 $57,500
</TABLE>
________________
(1) Pursuant to Mr. Motia's employment agreement, during 1994 and 1993
the Company allocated $57,500 and $52,500, respectively, in
incentive compensation for the purchase of incentive compensation
shares, which have not yet been purchased by the Company. Based on
the value of the Company's Common Stock as of December 31, 1994,
such amounts would have resulted in the purchase of 38,333 shares
and 35,000 shares, respectively.
-13-
<PAGE> 17
Executive Officer Employment Agreements
Mr. Dalshaug. The Company has an employment agreement with Mr.
Dalshaug which expires on January 2, 1996. Under the agreement, Mr. Dalshaug
is paid a base salary which is increased by 6% each year during the term of the
agreement. At Mr. Dalshaug's request, his annual salary was not increased
during 1994 or 1995. Mr. Dalshaug is currently being paid at the annual rate of
$166,428. Mr. Dalshaug's annual salary at January 1, 1995, as called for under
the agreement, is $234,189. For the fiscal years ending December 31, 1990
through December 31, 1992, in addition to his annual salary, Mr. Dalshaug was
entitled to incentive compensation equal to 5.8% of "adjusted pre-tax net
income" (as defined in the agreement) for each fiscal year if the Company's net
income exceeded a 12.5% return on beginning of year stockholders' equity. The
first $100,000 of such incentive compensation was paid to Mr. Dalshaug in the
form of newly issued common shares ("incentive compensation shares") of the
Company. Any amount in excess of $100,000 was payable quarterly in cash.
Additionally, Mr. Dalshaug was required to pledge to the Company 10,000 shares
("pledged shares") of Company Common Stock. The agreement provides that the
incentive compensation shares and the pledged shares are subject to forfeiture
on account of 5.8% of cumulative 1990 through 1992 pre-tax losses.
Additionally, the incentive compensation shares and pledged shares are subject
to forfeiture for overpayments of incentive compensation paid based on
annualized quarterly results, unless the overpayments are otherwise recovered
by the Company. As a result of losses incurred by the Company in 1992, $15,196
will be applied against the value of the incentive compensation shares and
pledged shares at the termination of the employment agreement, unless such
amount is otherwise reimbursed to the Company by Mr. Dalshaug. Amounts
contributed to the Company's ESOP on Mr. Dalshaug's behalf were deducted from
the gross amount of incentive compensation otherwise payable under the
agreement. Mr. Dalshaug is not entitled to any incentive compensation for 1993
through 1995 results. The agreement also provides for certain benefits
including the use of an automobile and related expenses, reimbursement of
business expenses, vacation time, life insurance premium payments and certain
country club membership dues. The agreement provides that upon termination of
the agreement before expiration of the term, for any reason other than cause,
voluntary termination or commission of a dishonest act in the course of his
employment, Mr. Dalshaug will receive a lump sum payment equal to 3 months of
his then-current salary, plus any accrued and unpaid incentive compensation.
In the event a third party acquires, controls or has the right to vote more
than 25% of the Company's voting securities, Mr. Dalshaug has the unilateral
right to resign within 180 days of the happening of such event and receive a
lump sum payment equal to his then-current annual base salary amount plus any
accrued and unpaid incentive compensation.
Mr. Motia. Sterling Business Credit, Inc. entered into an employment
agreement with Farhad Motia, pursuant to which Mr. Motia will receive an annual
salary, effective January 1, 1993, of $158,315, increased annually by a cost of
living adjustment during the term of the agreement, which expires January 2,
1996. Mr. Motia voluntarily reduced his salary in 1994 to $148,315 and is
currently being paid at that same annual rate. Mr. Motia's annual salary at
January 1, 1995, as called for under the contract, is $163,414. In addition,
the agreement provides that Mr. Motia will receive incentive compensation of
15% of "adjusted pre-tax net income" of Sterling Business Credit, Inc., as
defined in the agreement, if such income is in excess of $600,000 in 1990 and
thereafter, but in no event will such incentive compensation be less than 10%
of "adjusted pre-tax net income." Amounts contributed to the Company's ESOP on
behalf of Mr. Motia reduce the amount of incentive compensation which would
otherwise be payable under the agreement. For 1990, one hundred percent (100%)
of such incentive compensation was invested in and paid in the form of Common
Stock of the Company, subject to restrictions on transfer and subject to
substantial risk of forfeiture, and after 1990, only such amounts of incentive
compensation necessary in order to aggregate one-third (1/3) of such incentive
compensation, on a cumulative basis, for the term of the agreement will be
invested in Common Stock of the Company,
-14-
<PAGE> 18
payable at the termination of the agreement. In 1994 and 1993 $57,500 and
$52,500, respectively, of such incentive compensation was accrued but has not
yet been used to purchase shares. The Company has deferred the purchase of
incentive compensation shares related to those amounts for the time being. The
Company is paying Mr. Motia interest on that deferred compensation at the same
rate as it pays on its commercial paper, prime plus 1%. As of December 31,
1994, Mr. Motia held a total of 43,861 incentive compensation shares having a
value of $65,792. Incentive compensation shares held for Mr. Motia are subject
to risk of forfeiture based on 5% of cumulative losses during the entire term
of the agreement. The agreement also provides for certain benefits including
the use of an automobile and related expenses, reimbursement of business
expenses, vacation time, and life insurance premium payments. In the event a
third party acquires, controls or has the right to vote more than 25% of
Sterling Business Credit, Inc.'s or the Company's voting securities, Mr. Motia
has the unilateral right to resign within 180 days of the happening of such
event and receive a lump sum payment equal to his then annual base salary plus
any accrued or unpaid incentive compensation.
Mr. Carona. Effective as of January 1, 1994, Sterling Bank entered
into an employment agreement with Joseph C. Carona, as the President, pursuant
to which Mr. Carona will receive an annual salary of $155,880. The agreement
expires December 31, 1996, unless sooner terminated as provided therein. The
agreement provides that Mr. Carona will receive incentive compensation at the
discretion of Sterling Bank. The agreement also provides for certain benefits
including an automobile allowance, reimbursement of business expenses, vacation
time, life insurance premium payments and certain club membership dues.
Directors' Compensation
All non-officer directors of the Company received during 1994 a
director's fee of $1,100 per month for January through March, $900 per month
for April through December and currently receive, as of January 1, 1995, a
director's fee of $300 per month. Additionally, non-officer directors of the
Company who are also on the Board of Directors of Sterling Bank or Sterling
Business Credit, Inc. received in 1994 and will receive in 1995 a director's
fee of $400 per month. Non-officer directors of the Company who were also on
the Board of Directors of BSC Mortgage Corporation did not receive any fee for
that service in 1994. Non-officer directors serving on Sterling Bank's Loan
Committee received $75 per meeting. Non-officer directors serving on the
Company's Audit Committee received $75 per quarter while the Chairman of the
Audit Committee received $625 per quarter. Non-officer directors of the
Company serving on the Asset-Liability and Community Reinvestment Act
Committees of Sterling Bank received $75 per meeting.
Non-officer directors of the Company and its subsidiaries were
eligible to participate in the Company's Stock Option Plan, as amended. The
ability of the Company to grant options under that Plan expired in 1992 and no
directors currently have outstanding options under that Plan.
Compensation Committee Interlocks and Insider Participation
During 1994 the Compensation Committee met once to determine or
establish executive officer compensation. Mr. Dalshaug, an officer of the
Company and its subsidiaries, was a member of the Compensation Committee during
1994 and currently. No other current or former officers serve as members of
the Compensation Committee. None of the executive officers of the Company
serve on the board of directors of another entity whose executive officers or
directors serve on the Company's Board. Mr. Dalshaug abstains from voting on
all matters affecting his employment.
-15-
<PAGE> 19
The Company issued during 1994, commercial paper notes in amounts of
$25,000 or larger with maturity dates ranging from 30 to 270 days to certain
qualified purchasers, including directors, executive officers and/or their
affiliates. The following table sets forth, with respect to commercial paper
notes issued to directors, executive officers and/or their affiliates, the
largest amount of commercial paper notes outstanding at any time during 1994
through March 31, 1995 and the amount outstanding at March 31, 1995. It is the
intention of the Board of Directors that the terms of such commercial paper
notes issued to such persons shall be no more favorable to such persons than
terms that would be offered to unaffiliated persons.
<TABLE>
<CAPTION>
Largest Principal
Amount Outstanding From
January 1, 1994 Amount
Through Outstanding at
Lender March 31, 1995 March 31, 1995
- - - ------------------ ----------------- --------------
<S> <C> <C>
Affiliates of Michael Wagner,
Director $580,000 $0
Affiliates of Farhad Motia,
an executive officer $329,000 $329,000
Douglas B. Swets, an
executive officer $50,000 $0
Robert & Barbara Schiller
(Robert J. Schiller, director and
member of the Compensation Committee) $100,000 $0
</TABLE>
Report of the Board on Executive Compensation
The following Report of the Board on Executive Compensation and the
performance graphs in the next section shall not be deemed to be "soliciting
material" or to be "filed" with the Commission or subject to Regulations 14A or
14C of the Commission or to the liabilities of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") and shall not be deemed incorporated
by reference into any filing under the Securities Act of 1933 or the Exchange
Act, notwithstanding any general incorporation by reference of this Proxy
Statement into any other document.
Allan E. Dalshaug, as Chairman and Chief Executive Officer of the
Company, periodically submits to the Board recommendations respecting the
salary, bonus and/or bonus formula and other compensation provisions to be
provided to the Company's executive officers.
Executive Officer Compensation Philosophy
The Company's executive compensation policies and specific executive
compensation programs are adopted and administered in accordance with the
understanding that maximizing return on shareholders' equity is a key measure
of performance. Management believes that the terms of its executive officer
employment agreements are consistent with this policy.
The Company believes that the long run interests of the shareholders
are best achieved by attracting and retaining management of high quality and
that such management will require commensurate compensation.
-16-
<PAGE> 20
Base salaries for management employees are determined primarily by
the responsibilities of the position, the performance of the individuals and
their general experience and qualifications. The Company believes that the
competitive arena in which it operates requires management of the highest
caliber, and that to attract and retain such individuals will require payment
of competitive salaries. Based on the knowledge and experience of its members,
the Compensation Committee believes the Company's salaries are competitive.
In certain cases individuals with direct responsibility for company
performance will have a substantial portion of their compensation in the form
of incentive compensation based on the results of the relevant company.
Incentive compensation for the president of Sterling Business Credit, Inc. is
determined according to a contractual formula based on pretax earnings with
forfeiture provisions applying if cumulative results during the contract period
result in losses. The president of Sterling Business Credit, Inc. will receive
a base salary plus incentive compensation of 15% of pretax income of Sterling
Business Credit, Inc. over the term of his contract with one-third of that to
be paid in Company stock.
The president of Sterling Bank receives a base salary according to
the terms of his employment agreement. Cash incentives for this individual are
determined at the discretion of the board of directors of Sterling Bank and are
based primarily on the performance of Sterling Bank (including return on
shareholders' equity and loan quality) and, secondarily, the president's
individual performance. Cash incentives for executive officers other than
those described above are determined at the discretion of the board of
directors of the company which is their primary employer and are based
primarily on the performance of that company and, secondarily, the performance
of the individual.
In certain instances, incentive compensation will have features which
foster ownership of Company stock in order to align the interests of the
executives with the interests of the shareholders. In addition, the Company
believes that incentive compensation should be measured over the long term in
order to encourage strategic decisions. Accordingly, contract terms are
generally at least three years in length with certain incentive compensation
payments based on the cumulative return over such periods.
Chief Executive Officer Compensation
A significant portion of Mr. Dalshaug's compensation in past periods
has been in the form of stock ownership. This has been partly the result of his
personal desire to emphasize shareholder value in his incentive package and
partly the result of the policy described above of fostering ownership of
stock. Mr. Dalshaug's compensation in 1994 was determined under the terms of a
three year employment agreement originally executed in 1989, which was extended
for a second three year period in 1992. Under the terms of the original
three-year agreement, Mr. Dalshaug was entitled to an incentive bonus only if
the return on shareholders' equity exceeded 12.5%. It is the Board's belief
that return on equity is the broadest indicator of the performance of the
Company. Requiring a 12.5% return before any incentive was paid resulted in a
direct link between Company performance and incentive compensation. During the
second three-year term of the agreement, no incentive has been earned and,
therefore, no bonus has been paid. Further, as a result of the losses incurred
by the Company in 1992, Mr. Dalshaug may forfeit previously awarded incentive
compensation shares. The Board believes that this approach to Mr. Dalshaug's
compensation has resulted in an appropriate alignment of his long-term rewards
from the Company with the interests of shareholders.
Members of the Compensation Committee of the Board of Directors:
<TABLE>
<S> <C> <C>
Timothy G. Behunin Audrey J. Fimpler Robert J. Schiller
</TABLE>
-17-
<PAGE> 21
PERFORMANCE GRAPH
Set forth below is a graph comparing the yearly percentage change in
cumulative total shareholder return of the Company's Common Stock (SWBC) with
the cumulative total return of the Nasdaq Stock Market Index and that of the
Montgomery Securities Western Bank Monitor Southern California Proxy for the
five years ending December 31, 1994. It is assumed in the graph that $100 was
invested in the Common Stock, in the stock of the companies in the Nasdaq Stock
Market Index and in the stocks of the Montgomery Securities Western Bank
Monitor Southern California Proxy companies just prior to December 31, 1989 and
that all dividends received within a quarter were reinvested in that quarter.
The performance graph has a vertical axis ranging from 0 to 240 at 20
point intervals. the horizontal axis shows the years from 1989 to
1994. The graph contains three lines depicting the performance of the
NASDAQ Stock Market, the Montgomery Securities Western Bank Monitor
Southern California Proxy and Sterling West Bancorp common stock
(SWBC). The points on the graph are as follows:
<TABLE>
<CAPTION>
Year
-------------------------------------------------
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
NASDAQ Stock
Market 100 82.20 128.92 148.84 170.79 165.33
Southern
Cal Proxy 100 87.13 72.95 71.41 84.59 95.48
SWBC 100 85.61 94.90 80.66 54.75 29.86
</TABLE>
-18-
<PAGE> 22
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the directors and executive officers of the Company and its
subsidiaries, and the companies with which they are associated, were customers
of, and had banking transactions with, Sterling Bank in the ordinary course of
Sterling Bank's business during the 1994 fiscal year, and Sterling Bank expects
to have such banking transactions in the future. All loans and commitments
included in such transactions were made on substantially the same terms,
including interest rates, collateral and repayment terms, as those prevailing
at the time for comparable transactions with other persons of similar
creditworthiness and, in the opinion of management of Sterling Bank, did not
and do not involve more than a normal risk of collectibility or present other
unfavorable features.
For information relating to commercial paper notes issued by the
Company to certain directors and executive officers of the Company and its
subsidiaries, see "COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS --
Compensation Committee Interlocks and Insider Participation."
INDEPENDENT AUDITORS
The Company has selected KPMG Peat Marwick as the Company's
independent auditors for the fiscal year ending December 31, 1995. KPMG Peat
Marwick has served as the Company's independent auditors since October 30,
1991. KPMG Peat Marwick performed audit services for fiscal 1994 which
included the examination of the consolidated financial statements and services
relating to filings with the Securities and Exchange Commission. All
professional services rendered by KPMG Peat Marwick during 1994 were furnished
at customary rates and terms. Representatives of KPMG Peat Marwick will be
present at the Meeting, will have the opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
shareholders.
-19-
<PAGE> 23
ANNUAL REPORT
Sterling West Bancorp's Annual Report for the fiscal year ended
December 31, 1994 accompanies this Proxy Statement. The Annual Report contains
consolidated financial statements of the Company and its subsidiaries and the
report thereon of KPMG Peat Marwick, independent auditors.
UPON WRITTEN REQUEST OF ANY PERSON ENTITLED TO VOTE AT THE MEETING,
ADDRESSED TO SUE ELLEN SAVALAS, SECRETARY, AT 3287 WILSHIRE BOULEVARD, LOS
ANGELES, CALIFORNIA 90010, THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF
ITS ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 1994,
INCLUDING THE FINANCIAL STATEMENTS, FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934.
PROPOSALS OF SHAREHOLDERS
Under certain circumstances, shareholders are entitled to present
proposals at shareholder meetings. Any such proposal to be included in the
Proxy Statement for the Company's 1996 Annual Meeting of Shareholders must be
submitted by a shareholder prior to December 30, 1995 in a form that complies
with applicable regulations.
OTHER BUSINESS
The Board of Directors knows of no other business which will be
presented for consideration at the Meeting other than as stated in the
accompanying Notice of Annual Meeting of Shareholders. If, however, other
matters are properly brought before the Meeting, it is the intention of the
persons named in the accompanying form of Proxy to vote the shares represented
thereby on such matters in accordance with their best judgment and in their
discretion, and authority to do so is included in the Proxy.
Dated: April 28, 1995
BY ORDER OF THE BOARD OF DIRECTORS
By [Signature]
--------------------------------
Sue Ellen Savalas,
Secretary
-20-
<PAGE> 24
STERLING WEST BANCORP
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 25, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder(s) of Sterling West Bancorp (the "Company")
hereby nominate(s), constitute(s) and appoint(s) Allan E. Dalshaug, Douglas B.
Swets and Sue Ellen Savalas ("Proxy Holders"), and each of them, the attorney,
agent and proxy of the undersigned, with full powers of substitution to each, to
attend and act as proxy or proxies of the undersigned at the Annual Meeting of
Shareholders (the "Meeting") of the Company to be held at the Wilshire Country
Club, Crystal Room, 301 North Rossmore Avenue, Los Angeles, California 90004, on
Thursday, May 25, 1995, at 10:00 a.m., and at any and all adjournments thereof,
and to vote as specified herein the number of shares which the undersigned, if
personally present, would be entitled to vote.
1. ELECTION OF DIRECTORS
/ / FOR all nominees / / WITHHOLD AUTHORITY
listed below to vote for all
(except as nominees
indicated to the
contrary below).
Discretionary
authority to
cumulate votes
is granted.
Nominees: Timothy Behunin, Allan E. Dalshaug, Audrey J. Fimpler, Hassan Izad,
Robert J. Schiller, John G. Sperling and Michael Wagner
(INSTRUCTION: TO WITHHOLD AUTHORITY to vote for any individual nominee or
nominees write that nominee's name in the space below.)
- - - --------------------------------------------------------------------------------
2. OTHER BUSINESS. In their discretion, the Proxy Holders are authorized to
vote upon such other business as may properly come before the Meeting and at
any and all adjournments thereof. The Board of Directors at present knows of
no other business to be presented by or on behalf of the Company or the Board
of Directors at the Meeting.
Please sign and date on reverse side
Please sign and date below
The undersigned hereby ratifies and confirms all that the Proxy Holders, or
any of them, or their substitutes, shall lawfully do or cause to be done by
virtue hereof, and hereby revokes any and all proxies heretofore given by the
undersigned to vote at said Meeting. The undersigned acknowledges receipt of the
Notice of Annual Meeting of Shareholders and the Proxy Statement accompanying
said Notice.
Dated
- - - ------------------------- -----------------------
(Number of Shares)
----------------------------
(Please Print Name)
----------------------------
(Signature of
Shareholder)
----------------------------
(Please Print Name)
----------------------------
(Signature of
Shareholder)
(Please date this Proxy and
sign above as your name(s)
appear(s) on this card.
Joint owners should each
sign personally. Corporate
proxies should be signed by
an authorized officer.
Executors, administrators,
trustees, etc., should
give their full titles).
(I)(WE) WILL / / WILL
NOT / / ATTEND THE
MEETING IN PERSON.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS
NOMINATED BY THE BOARD OF DIRECTORS. THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" THE
ELECTION OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS.
<PAGE> 25
STERLING WEST BANCORP EMPLOYEE STOCK OWNERSHIP PLAN
PARTICIPANT VOTING INSTRUCTION CARD
For use in connection with the voting of allocated shares of STERLING WEST
BANCORP at the Annual Meeting of Shareholders.
This card is furnished by the Plan's Administrator. It is not being
furnished by or on behalf of the Board of Directors of STERLING WEST BANCORP and
is not intended to constitute the solicitation of a proxy.
The undersigned participant in the STERLING WEST BANCORP Employee Stock
Ownership Plan (the "ESOP") hereby directs the ESOP's Trustee that all of those
shares of the Common Stock, no par value, of STERLING WEST BANCORP (the
"Company") allocated to the ESOP account(s) of the undersigned (the aggregate
number of which shares is set forth below the undersigned's name on the reverse
hereof) be voted at the Annual Meeting of Shareholders of the Company to be held
on May 25, 1995 (the "Annual Meeting"), and at any and all adjournments thereof,
as indicated on the reverse hereof with respect to each proposal therein set
forth, and in the discretion of the Trustee upon such other business as may be
properly brought before the Annual Meeting or any such adjournment. In giving
this direction, the undersigned hereby acknowledges (i) receipt of the Proxy
Statement, dated April 28, 1995, and (ii) that more complete information with
respect to the proposals set forth on the reverse hereof is contained in the
Proxy Statement.
Please complete, date, sign and promptly return this card to the Trustee. IF
THE TRUSTEE DOES NOT RECEIVE TIMELY A PROPERLY COMPLETED, DATED AND SIGNED CARD,
ALL OF THE SHARES REFERRED TO ABOVE WILL BE VOTED FOR OR AGAINST EACH PROPOSAL
IN THE SAME PROPORTION AS THOSE SHARES FOR WHICH VOTING INSTRUCTIONS HAVE BEEN
RECEIVED TIMELY BY THE TRUSTEE. The directions set forth on the reverse hereof
with respect to any such proposal may be revoked by a subsequently dated and
properly completed and signed card which is RECEIVED TIMELY BY THE TRUSTEE,
giving directions as to ALL such proposals.
(Please specify your choice on each proposal, date and sign (all on the reverse
hereof) and return in the enclosed envelope.)
(Continued on reverse side)
(Continued from other side, which contains important information)
1. ELECTION OF DIRECTORS
/ / FOR all nominees / / WITHHOLD AUTHORITY to
listed (except vote for all nominees
as marked to the listed below
contrary below)
Nominees: Timothy Behunin, Allan E. Dalshaug, Audrey J. Fimpler, Hassan Izad,
Robert J. Schiller, John G. Sperling and Michael Wagner
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name in the space below.)
- - - --------------------------------------------------------------------------------
2. In its discretion, the Trustee or its proxy is authorized to vote upon such
other business as may properly come before the meeting.
Dated: , 1995
-------------
-------------------------
(Signature)
Please sign EXACTLY as
your name appears on this
card.
