SCHEDULE 14A
INFORMATION REQUIRED IN PROXY
STATEMENT
(Last amended in Exch Act Rel No. 35113, eff. 1/30/95.)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ x ] Filed by a Party other than the Registrant [ ]
Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for
use of the Commission Only (as permitted by Rule 14a-6(e)(2) [ x ] Definitive
Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material
Pursuant to paragraph 240.14a-11(c) or paragraph 240.14a-12
DELTA NATIONAL BANCORP
(Name of Registrant as Specified in its Charter)
N/A
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(j)(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:
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2) Aggregate number of securities to which transaction applies:
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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:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
DELTA NATIONAL BANCORP
P.O. Box 432
611 North Main Street
Manteca, CA 95336
(209) 824-4050
-------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 21, 1997
-------------------------
NOTICE IS HEREBY GIVEN that, pursuant to the Bylaws of Delta National
Bancorp and the call of its Board of Directors, the 1997 Annual Meeting of
Shareholders (the "Meeting") of Delta National Bancorp (the "Company") will be
held at Delta National Bank, 611 North Main Street, Manteca, California on
Monday, April 21, 1997, at 5:00 p.m., for the purpose of considering and voting
upon the following matters:
1. Election of Directors. Electing the following five (5) persons to
the Board of Directors of the Company to serve until the 1998 Annual
Meeting of Shareholders and until their successors are elected and
have qualified:
Jack Dozier Andrew J. Rossi
Joseph A. Freitas Toinette Rossi
Theodore Poulos
2. Ratification of Appointment of Independent Public Accountants.
Ratifying the selection of Grant Thornton LLP as the Company's
independent public accountants for 1997.
3. Other Business. Transacting such other business as may properly
come before the Meeting and any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on February 28,
1997 as the record date for determination of shareholders entitled to notice of,
and the right to vote at, the Meeting.
Dated: March 28, 1997 By Order of the Board of Directors,
/S/ THEODORE POULOS
Theodore Poulos
Chairman of the Board
<PAGE>
The Bylaws of the Company provide for the nomination of directors in the
following manner:
"Section 2.3 NOMINATIONS FOR DIRECTOR. 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 sixty (60)
days prior to any meeting of shareholders called for the election of directors,
no more than ten (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
ten (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 disregard all
votes case for each nominee."
SINCE IMPORTANT MATTERS ARE TO BE CONSIDERED AT THIS MEETING, IT IS VERY
IMPORTANT THAT EACH SHAREHOLDER VOTE.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. THE ENCLOSED PROXY IS
SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS. ANY SHAREHOLDER GIVING A PROXY
MAY REVOKE IT PRIOR TO THE TIME IT IS VOTED BY NOTIFYING THE SECRETARY OF THE
COMPANY IN WRITING OF REVOCATION OF SUCH PROXY, BY FILING A DULY EXECUTED PROXY
BEARING A LATER DATE, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
SO THAT WE CAN ARRANGE FOR ADEQUATE ACCOMMODATIONS.
<PAGE>
DELTA NATIONAL BANCORP
P.O. Box 432
611 North Main Street
Manteca, California 95336
Telephone: (209) 824-4050
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 21, 1997
-----------------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of Proxies by and on behalf of Delta National Bancorp (the "Company") for use at
the 1997 Annual Meeting of Shareholders (the "Meeting") of the Company, to be
held at Delta National Bank, 611 North Main Street, Manteca, California at 5:00
p.m. on Monday, April 21, 1997, and any and all adjournments thereof.
It is anticipated that this Proxy Statement and the accompanying notice
will be mailed on or about March 28, 1997 to shareholders eligible to receive
notice of and vote at the Meeting.
The matters to be considered and voted upon at the Meeting will be:
1. Election of Directors. Electing the following five (5) persons to
the Board of Directors of the Company to serve until the 1998
Annual Meeting of Shareholders and until their successors are
elected and have qualified:
Jack Dozier Andrew J. Rossi
Joseph A. Freitas Toinette Rossi
Theodore Poulos
2. Ratification of Appointment of Independent Public Accountants.
Ratifying the selection of Grant Thornton LLP as the Company's
independent public accountants for 1997.
3. Other Business. Transacting such other business as may properly
come before the Meeting and any adjournment or adjournments
thereof.
<PAGE>
Revocability of Proxies.
A form of Proxy for voting your shares at the Meeting is enclosed. Any
shareholder who executes and delivers such a Proxy has the right to revoke it at
any time before it is exercised by filing with the Corporate Secretary of the
Company an instrument revoking it or a duly executed Proxy bearing a later date.
In addition, the powers of the persons named as the Proxyholders in the Proxy
will be revoked if the person executing the Proxy is present at the meeting and
elects to vote in person by advising the Chairman of such election. Subject to
such revocation, all shares represented by a properly executed Proxy received in
time for the Meeting will be voted by the Proxyholders in accordance with the
instructions specified on the Proxy.
The Proxy card makes provisions to enable you to record your vote on
each matter. If you wish to withhold your vote for any one or more directors,
place an "X" in the box marked "AUTHORITY GIVEN" and enter the name of each of
the directors for whom you wish to withhold your vote in the space provided. You
may withhold authority to vote for all of the directors by placing an "X" in the
box marked "AUTHORITY WITHHELD." You may vote FOR or AGAINST the remaining items
by placing an "X" in the box appropriately marked. Please note that a vote to
ABSTAIN by shareholders and by brokers will count toward a quorum at the
Meeting, but will have the same effect as a vote AGAINST. Non-votes by brokers
will not count toward a quorum at the Meeting.
IF NO INSTRUCTION IS SPECIFIED WITH RESPECT TO A PROPOSAL TO BE ACTED
UPON, THE SHARES REPRESENTED BY YOUR EXECUTED PROXY WILL BE VOTED IN FAVOR OF
THE PROPOSALS LISTED ON THE PROXY. IF ANY OTHER BUSINESS IS PROPERLY PRESENTED
AT THE MEETING, THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS
OF THE PROXYHOLDERS.
Persons Making the Solicitation.
This solicitation of Proxies is being made by the Board of Directors of
the Company (the "Board of Directors"). The expense of preparing, assembling,
printing and mailing this Proxy Statement and the materials used in the
solicitation of Proxies for the Meeting will be borne by the Company. It is
contemplated that Proxies will be solicited principally through the use of the
mail, but officers, directors and employees of the Company may solicit Proxies
personally or by telephone, without receiving special compensation therefor.
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 this Proxy Statement and its related materials
to shareholders whose stock in the Company is held of record by such entities.
In addition, the Company may use the services of individuals or companies it
does not regularly employ in connection with this solicitation of Proxies, if
Management determines it advisable.
<PAGE>
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 1998 Annual Meeting of Shareholders must be
submitted to the Company prior to January 3, 1998.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
There were issued and outstanding 376,782 shares of the Company's
Common Stock (the "Common Stock") on February 28, 1997, which has been fixed as
the Record Date for the purpose of determining the shareholders entitled to
notice of and to vote at the Meeting. On any matter submitted to the vote of the
shareholders, each holder of shares is entitled to one (1) vote for each share
of Common Stock standing in his or her name on the books of the Company, except
that in connection with the election of directors, shares of the Company may be
voted cumulatively if a shareholder present and voting at the Meeting gives
notice at the Meeting and prior to the voting of his or her intention to so
vote. If any shareholder of the Company gives such notice, then all shareholders
will be entitled to cumulate their votes.
Cumulative voting allows a shareholder to cast a number of votes equal
to the number of shares held in his or her name as of the Record Date,
multiplied by the number of directors to be elected. This total number of votes
may be cast for one (1) nominee or in such proportions as the shareholder sees
fit. The candidates receiving the highest number of votes, up to the number of
directors to be elected, shall be elected. If cumulative voting is declared at
the Meeting, votes represented by Proxies delivered pursuant to this Proxy
Statement may be cumulated at the discretion of the Proxyholders, in accordance
with the recommendations of the Company's Management.
Except as set forth in the following table, management of the Company
does not know of any individual, group, corporation or any other entity who
owns, beneficially or of record, more than five percent (5%) of the Company's
outstanding Common Stock as of February 28, 1997.
Title Name and Address Amount and Percent
of of Nature of Beneficial of
Class Beneficial Owners Ownership(1) Class
Common Andrew J. Rossi 133,003(2) 25.30%(3)
611 North Main Street
Manteca, California 95336
Common The Cede & Co. (Nominee of) 23,555 6.25%
The Depository Trust Company
P.O. Box 222
New York, New York 10041
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1 Based upon information furnished to the Company by the Company's management
and the beneficial owners of the Common Stock or their representatives. Each
listed entity and individual directly or indirectly has sole voting and
investment power with respect to the shares listed unless otherwise indicated.
(footnotes continued on following page)
<PAGE>
2 Includes options to purchase 37,679 shares of Common Stock of the Company
exercisable within 60 days of the Record Date. Includes 446 shares owned by Mr.
Rossi's spouse.
3 For purposes of this calculation only, the 37,679 shares from stock options
exercisable within 60 days of the Record Date are deemed to be outstanding
shares of the Company.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of February 28,
1997 concerning the stock ownership of the Company's outstanding Common Stock by
each of the directors and nominees for director of the Company and by all of the
executive officers(1) and directors of the Company as a group.
Title Name and Address(2) Amount and Percent
of of Nature of Beneficial of
Class Beneficial Owners Ownership(3) Class
Common Ronald P. Dalben 100 0.03%
Vice President
Common Jack C. Dozier 11,241(4) 2.94%
Director
Common Joseph A. Freitas 24,603(5) 6.31%
Director
Common Theodore Poulos 28,696(6) 7.32%
Chairman of the Board/Director
Common Andrew J. Rossi 133,003(7) 32.09%
President & CEO/Director
Common Toinette Rossi 6,689(8) 1.76%
V.P. & Manager/Director
Common Warren E. Wegge 5,138(9) 1.35%
Executive Vice President
Common All directors and executive 209,470(10) 45.82%
officers as a group (8 in number)
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1 As used throughout this Proxy Statement, the term "executive officer" means
the President/Chief Executive Officer, Executive Vice President, Senior Vice
President/Credit Administrator, Vice President and Manager, Vice President in
charge of Investments and Appraisals, Vice President of Operations and EDP, and
Vice President/Accounting.
2 The mailing address for all persons listed is: c/o Delta National
Bancorp, P.O. Box 432, 611 North Main Street, Manteca, California 95336.
3 Based upon information furnished to the Company by the Company's management
and the beneficial owners of the Common Stock or their representatives. Each
listed entity and individual directly or indirectly has sole voting and
investment power with respect to the shares listed unless otherwise indicated.
(footnotes continued on following page)
<PAGE>
4 For purposes of this tabulation, the options exercisable into 6,051 shares
within 60 days of the Record Date are deemed to be outstanding shares of Common
Stock, and such shares have been added to the shares of Common Stock which are
outstanding only for the purpose of determining the percent of class held by Mr.
Dozier.
5 For purposes of this tabulation, the options exercisable into 13,037 shares
within 60 days of the Record Date are deemed to be outstanding shares of Common
Stock, and such shares have been added to the shares of Common Stock which are
outstanding only for the purpose of determining the percent of class held by Mr.
Freitas.
6 For purposes of this tabulation, the options exercisable into 15,437 shares
within 60 days of the Record Date are deemed to be outstanding shares of Common
Stock, and such shares have been added to the shares of Common Stock which are
outstanding only for the purpose of determining the percent of class held by Mr.
Poulos.
7 For purposes of this tabulation, the options exercisable into 37,679 shares
within 60 days of the Record Date are deemed to be outstanding shares of Common
Stock, and such shares have been added to the shares of Common Stock which are
outstanding only for the purpose of determining the percent of class held by Mr.
Rossi.
8 For purposes of this tabulation, the options exercisable into 3,151 shares
within 60 days of the Record Date are deemed to be outstanding shares of Common
Stock, and such shares have been added to the shares of Common Stock which are
outstanding only for the purpose of determining the percent of class held by Ms.
Rossi.
9 For purposes of this tabulation, the options exercisable into 5,000 shares
within 60 days of the Record Date are deemed to be outstanding shares of Common
Stock, and such shares have been added to the shares of Common Stock which are
outstanding only for the purpose of determining the percent of class held by Mr.
Wegge.
10 For purposes of this tabulation, options with respect to 80,355 shares held
by directors and executive officers and exercisable within 60 days from the
Record Date are deemed to be outstanding and these options have been added to
the shares of Common Stock which are outstanding only for the purpose of
determining the percent of the class held by those persons.
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
The Company's Bylaws provide for a range of five (5) to nine (9)
directors and further provide that the exact number of directors of the Company
shall be fixed at five (5) unless subsequently altered by an amendment to the
Articles of Incorporation or the Bylaws.
The persons named below, all of whom are currently members of the Board
of Directors, will be nominated for election as directors of the Company to
serve until the 1998 Annual Meeting of Shareholders and until their successors
are elected and have qualified. Votes will be cast in such a way as to effect
the election of all five (5) nominees, or as many thereof as possible under the
rules of cumulative voting. In the event that any of the nominees should be
unable to serve as a director, it is intended that each Proxy will be voted 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 of
the nominees will be unavailable to serve if elected. Additional nominations can
only be made by complying with the notice provision set forth in the Bylaws of
the Company, an extract of which is included in the Notice of Annual Meeting of
Shareholders accompanying this Proxy Statement. This Bylaw 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 the notice provisions are not followed.
<PAGE>
None of the directors, nominees or executive officers of the Company
were selected pursuant to any arrangement or understanding, other than with the
directors and executive officers of the Company, acting within their capacities
as such. There are no family relationships between the directors and executive
officers of the Bank except that Toinette Rossi is the daughter of Andrew J.
Rossi, and none of the directors or executive officers of the Company serve as
directors of any company which has a class of securities registered under, or
which is subject to the periodic reporting requirements of, the Securities
Exchange Act of 1934 or any investment company registered under the Investment
Company Act of 1940.
The following table sets forth the names and certain information, as of
February 28, 1997, concerning the persons to be nominated at the Meeting by the
Board of Directors for election as directors of the Company:
Year First Elected Business Experience
Name and Position or Appointed During the
(other than Director) Age Director Past Five Years
Jack Dozier 81 1976 Attorney - Atherton & Dozier
Joseph A. Freitas 70 1973 Secretary to the Board
Public Relations -
Delta National Bank -
Retired 1991
Theodore Poulos 69 1973 Chairman of the Board -
Delta National Bank
Public Relations -
Delta National Bank
President - Manteca Drug,
Inc. - Retired 1994
Andrew J. Rossi 66 1973 President and Chief
Executive Officer -
Delta National Bank
President - A. Rossi, Inc.
Toinette Rossi 39 1994 Vice President & Manager -
Delta National Bank
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The Board of Directors and Committees.
In 1996, the Board of Directors held twelve (12) regular meetings and
two (2) special meetings. All of the Company's directors attended at least 75%
of all Board of Directors meetings and meetings of committees of the Board of
Directors on which they served which were held in 1996.
<PAGE>
In addition to attending meetings of the Board of Directors, certain of
the directors serve on committees of the Board of Directors. The Board of
Directors has an Executive Committee, an Audit Committee and a Finance
Committee.
The Executive Committee is responsible for compensation matters
affecting the Bank as well as nominations of directors. The Executive Committee,
consisting of Directors Freitas, Poulos and A. Rossi, met four (4) times during
1996.
The Audit Committee is responsible for reviewing the adequacy of the
Bank's internal controls with management and the Bank's independent auditor. The
Audit Committee, consisting of Directors Dozier and Freitas, met five (5) times
during 1996.
The Finance Committee is responsible for approving all loans made by
the Bank over a specified dollar limit. The Finance Committee also oversees the
Company's internal financial control systems and procedures, reviews and
approves the Company's financial statements and other matters relating to the
Bank. The Finance Committee, consisting of Directors Freitas, Poulos and A.
Rossi, met fifty-two (52) times during 1996.
The Company does not have a standing nominating committee, although the
Executive Committee acts as a nominating committee, and the Board of Directors,
as a whole, will consider nominees proposed by shareholders and submitted in
writing to the Board of Directors in accordance with the Company's Bylaws.
Recommendation of the Board of Directors.
THE PROXYHOLDERS INTEND TO VOTE ALL PROXIES HELD BY THEM FOR EACH OF
THE ABOVE-REFERENCED NOMINEES (UNLESS SHAREHOLDERS DIRECT OTHERWISE OR UNLESS
CUMULATIVE VOTING IS INVOKED). THE BOARD OF DIRECTORS URGES YOU TO VOTE
"AUTHORITY GIVEN" FOR PROPOSAL NUMBER ONE.
COMPENSATION AND OTHER TRANSACTIONS WITH MANAGEMENT AND OTHERS
Executive Compensation.
During 1996, the Company did not pay any cash compensation, other than
directors' fees as noted below, to its directors or executive officers and no
such cash compensation is intended to be paid by the Company during 1997.
However, several of the persons serving as directors of the Company are also
employees of its subsidiary, Delta National Bank (the "Bank"), and they received
during 1996, and are expected to continue to receive in 1997, cash compensation
in their capacities as executive officers of the Bank.
No person serving as an executive officer of the Bank received
aggregate cash compensation of more than $100,000 during 1996 except for the
President/Chief Executive Officer of the Bank, Andrew J. Rossi, the Executive
Vice President of the Bank, Warren E. Wegge and the Vice President and Manager
of the Bank, Toinette Rossi. The following table sets forth the aggregate
executive compensation for services in all capacities paid or accrued by the
Bank for the previous three (3) full fiscal years, ending with December 31,
1996, to Andrew J. Rossi, the Bank's President/Chief Executive Officer, to
Warren E. Wegge, the Bank's Executive Vice President and to Toinette Rossi, the
Bank's Vice President and Manager.
<PAGE>
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SUMMARY COMPENSATION TABLE
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Annual Compensation
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Name and Other Annual All Other
Principal Compensa- Compensa-
Position Year Salary ($) Bonus ($) tion ($)(1) tion ($)(2)
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Andrew J. Rossi 1996 $127,627 $ 45,000 -0- $ 36,656
President and 1995 $112,000 $ 10,000 -0- $ 13,944
Chief Executive 1994 $100,000 $ -0- -0- $ 4,081
Officer
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Warren E. Wegge 1996 $ 84,194 $ 21,000 -0- $23,108
Executive Vice 1995 $ 78,000 $ 13,500 -0- $ 9,680
President 1994 $ 65,460 $ 2,500 -0- $ 2,397
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Toinette Rossi 1996 $ 61,690 $ 14,495 -0- $28,552
Vice President 1995 $ 60,000 $ 5,316 -0- $ 9,577
and Manager 1994 $ 57,600 $ 1,822 -0- $ 3,970
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1 No amount is reported in this column because the aggregate amount of such
compensation did not exceed the lesser of $50,000 or ten percent (10%)
of total compensation. See "Other Compensation" below.
2 Contribution by Bank to the Bank's Profit Sharing Plan for this person.
Compensation of Directors.
Each director of the Company, five (5) in total, was paid a fee of
$500.00 for each regularly scheduled Board of Directors meeting attended.
Additionally, the directors of the Company also serve as directors of the Bank.
Each outside director of the Bank, three (3) in total, was paid a fee of $600.00
for each regularly scheduled Board of Directors meeting attended. No fees were
paid for attendance at committee meetings; however, an annual fee of $15,600.00
is paid to the Chair of the Finance Committee of the Company. The following
table sets forth the aggregate information concerning compensation paid to
directors of the Company and the Bank in 1996.
<PAGE>
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
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Annual Annual
Bancorp Bank Committee Other
Name Director Fees Director Fees Fees
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Jack Dozier $ 5,800 $ 7,200 -0- -0-
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Joseph A. Freitas $ 5,800 $ 7,200 -0- -0-
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Theodore Poulos $ 5,800 $ 7,200 $ 15,600(1) $ 1,800(2)
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Andrew J. Rossi $ 5,800 -0- -0- -0-
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Toinette Rossi $ 5,800 -0- -0- -0-
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1 Finance Committee fees paid to the Chairman of the Committee at $300 per
meeting.
2 Represents compensation paid to the Chairman for attending monthly Bank
meetings regarding past due loans at $150 per meeting.
Other Compensation.
The Company has, from time to time, provided certain personal benefits
to certain of its officers including automobile allowances, reimbursement of
travel and entertainment expenses, club memberships and life insurance, in
addition to Bank-wide group insurance coverage. The Company will continue to
follow a policy of providing such benefits when it is deemed necessary in order
to attract and retain key officers. No amount is stated in the Summary
Compensation Table for any of the foregoing, since Management has concluded that
the aggregate amount of such compensation did not exceed the lesser of $50,000
or ten percent (10%) of the total of annual salary and bonus reported under
"Executive Compensation" for each such person.
Indebtedness of Management.
The Company, through its subsidiary, Delta National Bank, has had, and
expects to have in the future, banking transactions in the ordinary course of
its business with directors, officers, principal shareholders and their
associates on substantially the same terms, including interest rates and
collateral on loans, as those prevailing at the same time for comparable
transactions with others and which do not involve more than the normal risk of
collectability or present other unfavorable features.
The maximum aggregate level of indebtedness since January 1, 1996 was
$385,546 on December 31, 1996 which represented 3.76% of the Bank's equity
capital. The largest aggregate amount outstanding as of the most recent
practicable date was $51,631 on February 29, 1996 which represented 0.50% of the
Bank's equity capital.
The following tables set forth information for all directors and
officers (and their families) who had loans with the Bank, or who were otherwise
indebted to the Bank in an amount in excess of $60,000 during the last two (2)
years.
<PAGE>
DIRECTOR ANDREW ROSSI
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Relationship Highest Interest Principal
Name of To Date of Maturity Principal As Of Balance
Individual Director Funding Date Balance December 31, As Of
Since 1996 December 31,
December 31, 1996
1995
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Val and Daughter 12/23/91 4/23/97 $ 7,978.89 13.00 $ 4,263.46
Peter Salas
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John Rossi Son 11/02/95 11/01/96 $303,250.00 N/A $ PAID
11/27/97 11/27/96 $303,250.00 11.25 $ -0-
Co-Signer 03/18/96 03/14/97 $ 5,194.28 14.75 $ 1,374.16
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DIRECTOR TOINETTE ROSSI
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Relationship Highest Interest Principal
Name of To Date of Maturity Principal As Of Balance
Individual Director Funding Date Balance December 31, As Of
Since 1996 December 31,
December 31, 1996
1995
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Val and Daughter 12/23/91 4/23/97 $ 7,978.89 13.00 $ 4,263.46
Peter Salas
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John Rossi Son 11/02/95 11/01/96 $303,250.00 N/A $ PAID
11/27/97 11/27/96 $303,250.00 11.25 $ -0-
Co-Signer 03/18/96 03/14/97 $ 5,194.28 14.75 $ 1,374.16
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DIRECTOR JOSEPH FREITAS
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Relationship Highest Interest Principal
Name of To Date of Maturity Principal As Of Balance
Individual Director Funding Date Balance December 31, As Of
Since 1996 December 31,
December 31, 1996
1995
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Joseph Self 04/19/96 04/21/97 $ 13,054.91 7.75% $ 6,635.00
Freitas 08/26/96 10/03/96 $ 30,000.00 8.00% PAID
10/02/96 04/03/97 $ 30,000.00 8.00% $ 29,292.53
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Linda Daughter 03/22/95 03/22/00 $ 7,932.11 10.00% $ 6,386.31
Abeldt 01/25/94 01/25/99 $ 8,135.86 7.00% $ 5,550.37
04/21/95 04/20/96 $ -0- 8.00% $ PAID
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Melissa Grand- 09/26/96 07/02/97 $ 10,000 8.00% $ 9,551.53
Braun daughter
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Transactions With Management.
Director Jack Dozier is an attorney and serves as legal counsel to both
the Company and the Bank. During 1996, Mr. Dozier was paid $5,778 for his legal
services. Management of the Company believes that the terms of this relationship
are competitive and no less favorable to the Company than comparable terms for
representation by alternate legal counsel.
Director Theodore Poulos also serves the Bank in the capacity of public
relations. During 1996, Mr. Poulos was paid a fee of $24,000 and a bonus of
$5,000 for his work in that capacity. Management of the Company believes that
the terms of this relationship are competitive and no less favorable than
comparable terms for representation by an alternate public relations agent.
During 1996, A. Rossi, Inc., a company wholly-owned by Director Andrew
Rossi, was paid $48,000 in rent on property used to house cows repossessed by
the Bank. Further, John Rossi, son of Director Andrew Rossi and brother of
Director Toinette Rossi, was paid $84,033 during 1996 for hay which was used to
feed the cows.
<PAGE>
In addition, the Bank waives certain fees on VISA, checking accounts,
safe deposit boxes, travelers and cashiers checks for its executive officers,
directors and employees.
COMPENSATION PLANS
Profit Sharing Plan.
The Bank adopted the Delta National Bank Profit Sharing Plan effective
January 1, 1987 as a means for participating employees to save for their
retirement. The Plan restates the previous profit sharing plan which was
established on January 1, 1984. The Plan is available to all employees who have
completed at least one (1) hour of service. Under the Plan, the Bank has the
power to make discretionary contributions, which are allocated to each eligible
employee in proportion to his or her compensation as a percentage of the
compensation of all eligible employees. Employer contributions vest at a
proportional rate based on each year of completed employment. No withdrawals of
a participant's contributions are permitted before the employee separates from
service with the Bank.
401(k) Plan.
The Bank adopted the Delta National Bank 401(k) Plan effective
September 1, 1995 as a means for participating employees to save for their
retirement. The Plan is available to all employees who have completed at least
six (6) months of service, including 700 hours, and allows them to defer up to
ten percent (10%) of their annual income. Under the Plan, the Bank has the power
to make discretionary contributions. However, during the last fiscal year the
Bank did not make any contributions and no such contributions are contemplated
at this time. Any employer contributions will vest at a proportional rate based
on each year of completed employment. Withdrawals of a participant's
contributions are permitted before the employee separates from service with the
Bank only in hardship cases of immediate and heavy financial need.
1996 Combined Incentive and Non-Qualified Stock Option Plan.
The Company's 1996 Combined Incentive and Non-Qualified Stock Option
Plan (the "1996 Plan") was adopted by the shareholders on April 22, 1996. The
1996 Plan provides for the issuance of both incentive and non-qualified stock
options. All options must be granted at an exercise price of not less than 100%
of the fair market value of the stock on the date of the grant. Each option
granted under the 1996 Plan expires not later than ten (10) years form the date
the option was granted. Each option is exercisable in installments as provided
in the individual stock option agreements; provided, however, that if an
optionee fails to exercise his or her rights under the options within the year
such rights arise, the optionee may accumulate them and exercise the same at any
time thereafter during the term of the option.
The following table sets forth certain information regarding stock
options granted under the 1996 Plan, ending December 31, 1996, to Andrew J.
Rossi, the Bank's President/Chief Executive Officer, to Warren Wegge, the Bank's
Executive Vice President and to Toinette Rossi, the Bank's Vice President and
Manager.
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR TO NAMED EXECUTIVE OFFICERS
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
- --------------------------------------------------------------------------------
Andrew J. Rossi, 37,679 82.21% $28.60(1) 5/20/06
President & CEO
- --------------------------------------------------------------------------------
Warren E. Wegge, 5,000 10.91% $26.00 5/20/06
Executive Vice
President
- --------------------------------------------------------------------------------
Toinette Rossi, 3,151 6.88% $26.00 5/20/06
Vice President
and Manager
1 In accordance with the terms of the 1996 Plan, the exercise price of
options issued to Andrew J. Rossi is set at 110% of fair market value
because Mr. Rossi owns in excess of ten percent (10%) of all
outstanding shares of the Company's common stock.
The following table sets forth the fiscal year-end value of the
unexercised stock options for Andrew J. Rossi, the Bank's President/Chief
Executive Officer, Warren E. Wegge, the Bank's Executive Vice President and
Toinette Rossi, the Bank's Vice President and Manager.
FISCAL YEAR-END OPTION VALUES FOR NAMED EXECUTIVE OFFICERS
Number of Securities Value of Unexercised
Underlying In-The-Money Options
Unexercised Option at FY-End ($) 1
at FY-End (#)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
- --------------------------------------------------------------------------------
Andrew J. Rossi, 37,679/ 0/0
President & CEO 0
- --------------------------------------------------------------------------------
Warren E. Wegge, 5,000/ 0/0
Executive Vice 0
President
- --------------------------------------------------------------------------------
Toinette Rossi, 3,151/ 0/0
Vice President 0
and Manager
1 Options are "in-the-money" when the fair market value of the underlying
securities exceeds the exercise price of the options.
<PAGE>
The following table sets forth information concerning stock options
granted to directors of the Company in 1996.
OPTION GRANTS IN LAST FISCAL YEAR TO DIRECTORS
Number of % of Total Options
Securities Granted to Exercise
Underlying Directors in Price Expiration
Name Options Granted(#) Fiscal Year ($/Sh) Date
- --------------------------------------------------------------------------------
Joseph A. Freitas 13,037 17.30% $26.00 5/20/06
- --------------------------------------------------------------------------------
Jack C. Dozier 6,051 8.03% $26.00 5/20/06
- --------------------------------------------------------------------------------
Theodore Poulos 15,437 20.49% $26.00 5/20/06
- --------------------------------------------------------------------------------
Andrew J. Rossi 37,679(1) 50.00% $28.60(2) 5/20/06
- --------------------------------------------------------------------------------
Toinette Rossi 3,151(1) 4.18% $26.00 5/20/06
1 These same options are also disclosed in the previous table, "Option Grants
in Last Fiscal Year to Named Executive Officers."
2 In accordance with the terms of the 1996 Plan, the exercise price of
options issued to Andrew J. Rossi is set at 110% of fair market value
because Mr. Rossi owns in excess of ten percent (10%) of all
outstanding shares of the Company's common stock.
PROPOSAL NUMBER TWO
RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Grant Thornton LLP as the Company's
independent public accountants for the year ending December 31, 1997 and
recommends that said selection be ratified by the shareholders of the Company.
Grant Thornton LLP audited the Company's financial statements for the year ended
December 31, 1996.
The ratification of the appointment of Grant Thornton LLP as the Bank's
independent public accountants requires approval of the holders of a majority of
the total number of shares voting at the Meeting. In the event such appointment
is not ratified, the adverse vote will be deemed to be an indication to the
Board of Directors that it should consider selecting other independent public
accountants for 1997. Because of the difficulty and expense of making any
substitute of accounting firms after the beginning of the current year, it is
the intention of the Board of Directors that the appointment of Grant Thornton
LLP for the year 1997 will stand unless, for a reason other than such adverse
vote of the shareholders, the Board of Directors deems it necessary or
appropriate to make a change. The Board of Directors also retains the power to
appoint another independent public accounting firm to replace the accountants
ratified by the shareholders in the event the Board of Directors determines that
the interests of the Bank require such a change. Representatives from Grant
Thornton LLP will be present at the Annual Meeting of Shareholders, will be
afforded the opportunity to make a statement if they desire to do so, and will
be available to respond to appropriate questions.
<PAGE>
Recommendation of the Board of Directors.
THE PROXYHOLDERS INTEND TO VOTE ALL PROXIES HELD BY THEM IN FAVOR OF
RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR 1997. THE BOARD OF DIRECTORS URGES YOU TO
VOTE "FOR" PROPOSAL NUMBER TWO.
DISCLOSURE OF FINANCIAL AND OTHER INFORMATION
Copies of the Annual Report containing important information
regarding the financial condition of the Company and the Bank are available to
shareholders at no charge. To obtain a copy of the Company's Annual Report, call
(209) 824-4050 or contact the Company at the following location:
Joseph A. Freitas
Secretary to the Board of Directors
Delta National Bancorp
611 North Main Street
Manteca, California 95336
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive
officers, directors, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission.
Based solely on its review of the copies of such forms received by the
Company, or on written representations from certain reporting persons that no
other reports were required for such persons, the Company believes that, during
the fiscal year of 1996, all filing requirements applicable to its executive
officers and directors were complied with.
<PAGE>
OTHER BUSINESS
Management does not know of any matters to be presented to the Meeting
other than those set forth above. However, if other matters properly come before
the Meeting, it is the intention of the persons named in the accompanying proxy
to vote said proxy in accordance with the recommendation of the Board of
Directors and authority to do so is included in the proxy.
DELTA NATIONAL BANCORP
By:/S/ THEODORE POULOS
Theodore Poulos
Chairman of the Board
Dated: March 28, 1997
Manteca, California
<PAGE>
PROXY
DELTA NATIONAL BANCORP
ANNUAL MEETING OF SHAREHOLDERS, APRIL 21, 1997
The undersigned shareholder of Delta National Bancorp (the "Company") hereby
nominates, constitutes and appoints Ronald Dalben, Chad Meyer and Warren Wegge
(the "Proxyholders"), and each of them, the attorney, agent, and proxy of the
undersigned, each with full powers of substitution, to vote all stock of the
Company which the undersigned shareholder is entitled to vote at the Annual
Meeting of Shareholders of the Company to be held on Monday, April 21, 1997 at
5:00 p.m. at Delta National Bank, 611 North Main Street, Manteca, California,
and at any and all adjournments thereof, as fully and with the same force and
effect as the undersigned shareholder might or could do if personally present
thereat, as follows:
1. Election of Directors. To elect the following five (5) persons to the Board
of Directors of the Company to serve until the 1998 Annual Meeting of
Shareholders and until their successors are elected and have qualified:
Jack Dozier, Joseph A. Freitas, Theodore Poulos, Andrew J. Rossi and
Toinette Rossi.
|_| AUTHORITY GIVEN |_| AUTHORITY WITHHELD
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR SOME BUT NOT ALL OF THE NOMINEES
NAMED ABOVE, YOU SHOULD CHECK THE BOX MARKED "AUTHORITY GIVEN" AND YOU SHOULD
ENTER THE NAME(S) OF THE NOMINEE(S) WITH RESPECT TO WHOM YOU WISH TO WITHHOLD
AUTHORITY TO VOTE IN THE FOLLOWING SPACE:
2. Ratification of Appointment of Independent Public Accountants. To ratify
the selection of Grant Thornton LLP as the Company's independent public
accountants for 1997:
|_| FOR |_| AGAINST |_| ABSTAIN
3. Other Business. To transact such other business as may properly come
before said Meeting and any adjournment or adjournments thereof.
PLEASE SIGN AND DATE OTHER SIDE
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" ON PROPOSAL NUMBER
ONE AND A VOTE OF "FOR" ON PROPOSAL NUMBER TWO. THE PROXY CONFERS AUTHORITY AND
SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE PROXYHOLDERS UNLESS
A CONTRARY INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN
ACCORDANCE WITH SUCH INSTRUCTIONS. IN ALL OTHER MATTERS, IF ANY, PRESENTED AT
THE MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE PROXYHOLDERS. PLEASE SIGN AND DATE BELOW:
Dated: , 1997
(Number of Shares)
(Please Print Your Name) (Signature of Shareholder)
(Please Print Your Name) (Signature of Shareholder)
(Please date this Proxy and sign your name as it appears on the stock
certificates. Executors, administrators, trustees, etc., should give their full
titles. All joint owners should sign.)
I do |_| do not |_| expect to attend the Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, AND MAY BE REVOKED
BY THE SHAREHOLDER DELIVERING IT PRIOR TO ITS EXERCISE BY FILING WITH THE
CORPORATE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING THIS PROXY OR A DULY
EXECUTED PROXY BEARING A LATER DATE OR BY APPEARING IN PERSON AND VOTING AT THE
MEETING.
