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 Sec. 240.14a-11(c) or Sec. 240.14a-12
Pacific Capital Bancorp
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Pacific Capital Bancorp
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) or 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 transactions applies:
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(2) Aggregate number of securities to which transactions 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):
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(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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(4) Date filed:
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<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 1996
4:00 O'CLOCK P.M.
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Pacific Capital Bancorp,
a California corporation and bank holding company for First National Bank of
Central California will be held at Corral de Tierra Country Club, 81 Corral de
Tierra Road, Salinas, California on Thursday, May 23, 1996, at 4:00 p.m. for the
following purposes:
1. To elect Directors;
2. To ratify the appointment of KPMG Peat Marwick as the
Company's independent certified public accountants for the
1996 fiscal year; and
3. To transact such other business as may properly come before
the meeting.
The names of the Board of Directors' nominees to be Directors
of Pacific Capital Bancorp are set forth in the accompanying Proxy Statement and
are herein incorporated by reference.
The By-laws of Pacific Capital Bancorp provide for the
nomination of Directors in the following manner:
Nomination for election of members of the Board of Directors
may be made by the Board of Directors or by any shareholder of any outstanding
class of capital stock of the corporation entitled to vote for the election of
Directors. Notice of intention to make any nominations shall be made in writing
and shall be delivered or mailed to the President of the corporation not less
than twenty-one (21) days nor more than sixty (60) days prior to any meeting of
shareholders called for the election of Directors; provided however, that if
less than twenty-one (21) days' notice of the meeting is given to shareholders,
such notice of intention to nominate shall be mailed or delivered to the
President of the corporation not later than the close of business on the tenth
day following the day on which the notice of the meeting was mailed; provided
further, that if notice of such meeting is sent by third-class mail as permitted
by Section 6 of the By-laws, no notice of intention to make nominations shall be
required. 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 capital 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 capital stock of the corporation owned by the
notifying shareholder. Nominations not made in accordance herewith may, in the
discretion of the Chairman of the meeting, be disregarded and upon the
Chairman's instructions, the inspectors of election can disregard all votes cast
for each such nominee.
Only shareholders of record at the close of business on March
15, 1996, are entitled to notice of and to vote at this meeting and any
adjournments thereof.
By Order of the Board of Directors,
James L. Gattis, Secretary
Salinas, California
April 8, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POST- PAID
ENVELOPE.
Mailed to shareholders on
or about April 8, 1996
<PAGE>
PROXY STATEMENT
OF
PACIFIC CAPITAL BANCORP
307 MAIN STREET
SALINAS, CALIFORNIA 93901
INFORMATION CONCERNING THE SOLICITATION
This Proxy Statement is furnished in connection with the
solicitation of the enclosed Proxy by, and on behalf of, the Board of Directors
of Pacific Capital Bancorp, a California corporation and bank holding company
(the "Company") for First National Bank of Central California (the "Bank"), for
use at the Annual Meeting of Shareholders of the Company to be held at Corral de
Tierra Country Club, 81 Corral de Tierra Road, Salinas, California at 4:00 p.m.
on May 23, 1996, (the "Meeting"). Only shareholders of record on March 15, 1996,
(the "Record Date") will be entitled to vote at the Meeting. At the close of
business on the Record Date, the Company had outstanding 2,600,863 shares of its
no par value Common Stock (the "Common Stock").
Shareholders of the Company's Common Stock are entitled to one
vote for each share held except for the election of Directors where each
shareholder has cumulative voting rights and is entitled to as many votes as
shall equal the number of shares held by such shareholder multiplied by the
number of Directors to be elected and such shareholder may cast all of his or
her votes for a single candidate or distribute such votes among any or all of
the candidates he or she chooses. However, no shareholder shall be entitled to
cumulate votes (in other words, cast for any candidate a number of votes greater
than the number of shares of stock held by such shareholder) unless such
candidate's or candidates' names have been placed in nomination prior to the
voting and the shareholder has given notice at the Meeting prior to the voting
of the shareholder's intention to cumulate votes. If any shareholder has given
such notice, all shareholders may cumulate their votes for candidates in
nomination. An opportunity will be given at the Meeting prior to the voting for
any shareholder who desires to do so to announce his or her intention to
cumulate his or her votes. The proxy holders are given discretionary authority,
under the terms of the Proxy, to cumulate votes represented by shares for which
they are named in the Proxy.
Any person giving a Proxy in the form accompanying this
statement has the power to revoke it prior to its exercise. It is revocable
prior to the Meeting by an instrument revoking it or by a duly executed Proxy
bearing a later date delivered to the Secretary of the Company. Such Proxy is
also revoked if the shareholder is present at the Meeting and elects to vote in
person.
The Company will bear the entire cost of preparing,
assembling, printing and mailing the proxy materials furnished by the Board of
Directors to shareholders. Copies of the proxy materials will be furnished to
brokerage houses, fiduciaries and custodians to be forwarded to the beneficial
owners of the Common Stock. In addition to the solicitation of Proxies by use of
the mail, some of the officers, Directors and regular employees of the Company
and the Bank may (without additional compensation) solicit Proxies by telephone
or personal interview, the costs of which the Company will bear.
Unless otherwise noted herein, each of the Company's proposals
described in this Proxy Statement requires the affirmative vote of the holders
of a majority of the shares of the Company's Common Stock represented and voting
at the Meeting if a quorum is present. Unless otherwise instructed, each valid
returned Proxy which is not revoked will be voted in the election of Directors
"FOR" the Company's nominees for the Board of Directors, "FOR" Proposal No. 2 as
described in this Proxy Statement and, at the proxy holders' discretion, on such
other matters, if any, which may come before the Meeting (including any proposal
to adjourn the Meeting).
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<PAGE>
A COPY OF THE ANNUAL REPORT OF THE COMPANY FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1995, ACCOMPANIES THIS PROXY STATEMENT. ADDITIONAL COPIES OF
THE ANNUAL REPORT ARE AVAILABLE UPON REQUEST OF DENNIS A. DECIUS, EXECUTIVE VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER OF THE COMPANY.
THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K MAY BE OBTAINED BY ANY SHAREHOLDER OF THE COMPANY,
WITHOUT CHARGE, BY WRITING TO DENNIS A. DECIUS, EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER, PACIFIC CAPITAL BANCORP, PO BOX 1786, SALINAS,
CALIFORNIA 93902-1786, (408) 757-4900.
PRINCIPAL SHAREHOLDERS
As of the Record Date, no person or group known to the Company
owned beneficially more than five percent (5%) of the outstanding shares of its
Common Stock.
PROPOSAL NO. 1
ELECTION OF DIRECTORS OF THE COMPANY
The Bylaws of the Company provide a procedure for nomination
for election of members of the Board of Directors, which procedure is printed in
full in the Notice of Annual Meeting of Shareholders accompanying this Proxy
Statement. Nominations not made in accordance therewith may be disregarded by
the Chairman of the Meeting and the inspectors of election may disregard all
votes cast for such nominee(s).
The authorized number of Directors to be elected at the
Meeting is fifteen (15). Each Director will hold office until the next Annual
Meeting of Shareholders and until his or her successor is elected and qualified.
All Proxies will be voted for the election of the following
fifteen (15) nominees recommended by the Board of Directors, all of whom are
incumbent Directors, unless authority to vote for the election of Directors is
withheld. If any of the nominees should unexpectedly decline or be unable to act
as a Director, the Proxies may be voted for a substitute nominee to be
designated by the Board of Directors. The Board of Directors has no reason to
believe that any nominee will become unavailable and has no present intention to
nominate persons in addition to or in lieu of those named below.
The following table sets forth certain information with
respect to those persons nominated by the Board of Directors for election as
Directors, as well as all Directors and officers of the Company as a group. All
of the shares shown in the following table are owned both of record and
beneficially, and the person named possesses sole voting power, except as
otherwise indicated in the notes to the table.
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<TABLE>
<CAPTION>
Shares Beneficially
Owned As of
March 15, 1996(1)
--------------------
Positions and Offices Held Director of the Percent of
Nominee Age With the Company and the Bank Company Since Amount Class
- ------- --- ----------------------------- --------------- ------ -----------
<S> <C> <C> <C> <C> <C>
Charles E. 70 Director of the Company 1983 24,665(2) .94%
Bancroft and the Bank
Gene 54 Director of the Company 1990 26,559(2)(3) 1.01%
DiCicco and the Bank
Lewis L. 70 Director of the Company 1983 32,447(2)(4) 1.28%
Fenton and the Bank
Gerald T. 67 Director of the Company 1983 22,834(2) .87%
Fry and the Bank
James L. 58 Secretary and Director of 1983 30,134(2) 1.15%
Gattis the Company and Bank
Stanley R. 56 Chairman of the Board of Directors of 1983 38,222(2)(5) 1.46%
Haynes the Company and the Bank
D. Vernon 56 Chief Executive Officer and 1983 69,302(6) 2.65%
Horton Director of the Company;
President, Chief Executive Officer
and Director of the Bank
Hubert W. 69 Director of the Company 1990 37,961(2) 1.45%
Hudson and the Bank
William J. 63 Director of the Company 1983 31,419(2)(7) 1.20%
Keller and the Bank
Clayton C. 49 President and 1983 76,758(8) 2.93%
Larson Director of the Company;
Executive Vice President,
Chief Administrative Officer
and Director of the Bank
William S. 62 Vice Chairman of the Board of 1983 50,697(2)(9) 1.94%
McAfee Directors of the Company and the Bank
William H. 68 Director of the Company 1983 33,872(2)(10) 1.29%
Pope and the Bank
William K. 69 Director of the Company 1990 43,531(2)(11) 1.66%
Sambrailo and the Bank
4
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BLANK PAGE
5
<PAGE>
Shares Beneficially
Owned As of
March 15, 1996(1)
--------------------
Positions and Offices Held Director of the Percent of
Nominee Age With the Company and the Bank Company Since Amount Class
- ------- --- ----------------------------- --------------- ------ -----------
Robert B. 73 Director of the Company 1983 41,247(2) 1.58%
Sheppard and the Bank
Clyn 76 Director of the Company 1984 48,945(2)(12) 1.87%
Smith, Jr. and the Bank
All Directors and officers of the
Company as a group (17 in number) 635,754(13) 22.08%
<FN>
(1) Adjusted to reflect a 5% stock dividend paid to shareholders of record
as of December 1, 1995.
(2) Includes 6,379 shares subject to presently exercisable options granted
under the Company's 1992 Directors' Stock Option Plan and 11,025 shares
issuable upon exercise of options granted under the Company's 1994
Stock Option Plan.
(3) Includes 6,627 shares subject to presently exercisable options granted
under the Company's 1984 Stock Option Plan and 2,528 shares held by
DiCicco Centers, a partnership in which Mr. DiCicco is a general
partner.
(4) Includes 5,422 shares held by Wells Fargo Bank, Trustee of the Lewis L.
Fenton Managed Individual Retirement Account.
(5) Includes 12,810 shares held by Stanley Haynes, trustee of the Stanley
Haynes Family Revocable Inter Vivos Trust dated 9/13/91, 3,478 shares
held by Cinderella Showcase, Inc., a corporation controlled by Mr.
Haynes, 2,231 shares held in an IRA, 438 shares held by Mr. Haynes and
his daughter as Joint Tenants, and 1,861 shares held by Mr. Haynes'
wife.
(6) Includes 18,231 shares subject to presently exercisable options granted
under the Company's 1984 Stock Option Plan and 5,909 shares allocated
as of December 31, 1995, to Mr. Horton's account pursuant to the
Company's Employee Stock Ownership Plan, 1,930 shares held in an IRA,
and 612 shares held by the 1987 First National Bank of Central
California Irrevocable Nonqualified Deferred Compensation Trust, FBO D.
Vernon Horton.
(7) Represents 7,173 shares held in an IRA and 6,842 shares held by William
James Keller and Clara Downs Keller, Trustees of the 1986 Keller
Revocable Trust U/D/T dated 9/9/86 F/B/O William James Keller and Clara
Downs Keller.
(8) Includes 18,231 shares subject to presently exercisable options granted
under the Company's 1984 Stock Option Plan and 5,799 shares allocated
as of December 31, 1995, to Mr. Larson's account pursuant to the
Company's Employee Stock Ownership Plan, 6,616 shares held in an IRA,
and 4,544 shares held in the 1987 First National Bank of Central
California Irrevocable Nonqualified Deferred Compensation Trust, FBO
Clayton C. Larson. Also includes 61 shares held for Derek Larson and 59
shares each held for Jamie Larson and Jill Larson, by Sharon Larson
under the California Uniform Gift to Minors Act and 578 shares held by
Mrs. Larson in an IRA.
6
<PAGE>
(9) Represents 27,276 shares held by the William S. McAfee, MD, Inc., TR
Revised Profit Sharing Plan over which Dr. McAfee exercises sole voting
and investment control and 1,471 held by a defined benefit plan of
which Dr. McAfee's wife is trustee.
(10) Includes 12,821 shares held by W. H. Pope, Inc., as to which Mr. Pope
exercises sole voting and investment control and 988 shares held in an
IRA.
(11) Represents 9,819 shares held by the Charles Sambrailo Paper Company
Profit Sharing Plan over which Mr. Sambrailo exercises voting and
investment control, 129 shares held by Mr. Sambrailo and Clarence J.
Ferrari, Jr., Co-Trustees of the Charles P. Sambrailo, Jr., QTIP Trust
UTA dated 10/1/76, as amended and 16,179 shares held by William K.
Sambrailo TR, or his successor trustee under Revocable Trust Agreement
dtd 9/1/89, as amended, FBO William K. Sambrailo.
(12) Includes 1,027 shares owned by Dr. Smith's wife and 30,514 shares held
by Clyn Smith, Jr., Trustee of the Clyn Smith, Jr., Living Trust
6/3/82.
(13) Includes 48,558 shares subject to presently exercisable options granted
under the Company's 1984 Stock Option Plan, 82,927 shares subject to
presently exercisable options granted under the 1991 Director's Stock
Option Plan and 146,475 shares subject to presently exercisable options
granted under the 1994 Stock Option Plan. Also includes 18,059 shares
allocated under the Company's Employee Stock Ownership Plan.
</FN>
</TABLE>
The following information with respect to the principal
occupation or employment of each Director and executive officer, the principal
business of the corporation or other organization in which such occupation or
employment is carried on, and in regard to other affiliations and business
experience during the past five (5) years, has been furnished to the Company by
the respective nominees for director and by executive officers. Except for the
Company's wholly-owned banking subsidiary, the Bank, and Pacific Capital
Services Corporation (an inactive subsidiary of the Company), none of the
corporations or organizations discussed below is an affiliate of the Company.
CHARLES E. BANCROFT is a Director, President and CEO of
Sequoia Insurance Company, a California domicile property and casualty insurance
company. He also serves as President of the Coalition of Independent Casualty
Companies of America (CICCA). He was formerly Director and Officer for Pace
America, from which he resigned in August 1994. Until June 30, 1986, Mr.
Bancroft served as Chairman, President and Chief Executive Officer of Calmutual
Insurance Company, a successor to California Mutual Insurance Company, for which
Mr. Bancroft served as Chairman and Chief Executive Officer for eighteen years.
Mr. Bancroft has also held numerous civic and trade-related offices and
directorships.
DENNIS A. DECIUS is Executive Vice President and Chief
Financial Officer of the Company, Senior Vice President and Chief Financial
Officer of the Bank, and Chief Financial Officer and Secretary of Pacific
Capital Services Corporation. Mr. DeCius' banking career began in 1959 when he
joined the Federal Reserve Bank of San Francisco. During his nine and one-half
years with the Federal Reserve Bank of San Francisco, he held various positions
and spent six years serving in the capacity of Assistant Auditor. In 1970, he
was employed by Valley National Bank of Arizona as Assistant Branch
Manager/Operations. In 1973, he moved to El Camino Bank, Anaheim, California as
the Vice President and Cashier and served in that capacity until June of 1974
when he joined Valley National Bank, Salinas, California as Vice President and
Cashier. Mr. DeCius rejoined Valley National Bank of Arizona in 1976 as Project
Coordinator. In 1979, Mr. DeCius accepted a position with Valley Bank of Nevada
as Vice President/Manager of Depositor Services, and, during the remainder of
his tenure, also served in the positions of Vice President, Chief Auditor and
Vice President of Human Resources. In 1982, he joined Chino Valley Bank, Chino,
California as Senior Vice President and Cashier. Mr. DeCius serves as a Director
and Chairman of Western Payments Alliance.
GENE DICICCO founded and is a principal in DiCicco Nurseries,
Inc., Sunnyvale Floral Shippers, Inc., DiCicco Centers and Watsonville
Nurseries. He has had active involvement as a Board Member, President, or
Committee Chair in the Watsonville Chamber of Commerce, Rotary Club, Watsonville
Community Hospital and Watsonville YMCA.
7
<PAGE>
Mr. DiCicco is presently President of the Board of Directors for Watsonville
Community Hospital. He also has held positions of responsibility in trade
organizations serving rose growers in the United States.
8
<PAGE>
DALE R. DIEDERICK is Senior Vice President/Loan Administration
for First National Bank of Central California. He has been with the Bank since
1984 and was elected an executive officer in January 1993. Mr. Diederick was
with Valley National Bank, Salinas from 1977-1984 and served as a regional
supervisor responsible for the loan operations of nine branches prior to joining
the Bank. He was a branch manager with Household Finance Company prior to
beginning his banking career. Mr. Diederick has also served as an instructor for
Robert Morris Associates in both consumer lending and commercial lending
courses.
LEWIS L. FENTON is a practicing attorney serving as of counsel
to Fenton & Keller, a professional corporation with offices in Monterey and
Salinas, and to Hoge, Fenton, Jones and Appel, Inc. of San Jose. Mr. Fenton
received his A.B. degree from Stanford University in 1948 and his L.L.B. degree
from Stanford University Law School in 1950 and has been a member of the
California Bar Association since that time. Mr. Fenton is a member of the
American Bar Association, the Monterey and Santa Clara County Bar Associations,
the National Association of Railroad Trial Counsel, the Association of Defense
Counsel of Northern California (serving as President during 1966-1967) and the
International Academy of Trial Lawyers. He is certified as an Advocate by the
American Board of Trial Advocates, the National Board of Trial Advocates and is
a fellow of the American College of Trial Lawyers.
GERALD T. FRY is the Chief Financial Officer of OPI-Office
Products, Inc. in Monterey and served as a member of the Monterey City Council
beginning in 1963, having been re-elected six times. Mr. Fry also served as
Mayor of Monterey, having been elected three times. He has been actively engaged
in the office products sales field since 1960.
JAMES L. GATTIS is a self-employed real estate developer and
is active in commercial real estate development and the renovation of commercial
buildings in Salinas. Mr. Gattis is the former owner of Jim Gattis Men's Wear
and is President of Keystone Plus, Inc. which is a management consulting
company. Mr. Gattis serves as a Founding Director of the California
International Airshow, and Director of Cherry's Jubilee, Salinas Valley Memorial
Hospital Foundation, Community Foundation for Monterey County and is a Director
of the Steinbeck Center Foundation.
STANLEY R. HAYNES has been President of Cinderella Showcase,
Inc., since 1967, a retail carpet firm with three stores in Salinas and two
stores in San Luis Obispo. Mr. Haynes is a former member of the Evans-Black
Carpets National Dealer Advisory Council, a former member of the Board of
Directors of the Retail Carpet Institute and was named America's Floor Covering
Dealer of the year in 1978.
D. VERNON HORTON is Chief Executive Officer and a Director of
the Company and President, Chief Executive Officer, and a Director of the Bank.
Mr. Horton's banking career commenced in 1964 with Valley National Bank,
Salinas. He served that bank in various capacities including lending, operations
and business development and in 1979 was appointed Chief Executive Officer and a
member of the Board of Directors. In August of 1981 he was appointed President
of Valley National Bank. He resigned all positions with Valley National Bank on
December 31, 1983 to join the Company and the Bank. Mr. Horton is also a
Director of Pacific Capital Services Corporation. He serves as a Director of
Cherry's Jubilee and the California Rodeo Association.
HUBERT W. HUDSON is a consultant to McSherry & Hudson,
Watsonville, a general insurance agency, a position he has held since January
1995 when he sold his partnership interest he had held since 1950. In addition
to his insurance business, Mr. Hudson is an investor in several Santa Cruz
County properties including Aptos Station, a shopping center in Aptos, and
properties in the City of Watsonville held by the partnership, Arthur Road
Properties of Watsonville. He is Past President of the Watsonville Rotary Club,
Watsonville Insurance Agents Association and Past Director of the Independent
Insurance Agents Association of California. He is a member of SCORE, a
counseling service to small businesses.
WILLIAM J. KELLER has been a practicing urologist in Salinas
since 1964. A graduate of the University of Illinois with a degree in Chemistry,
he attended medical school at the University of Illinois Medical Center in
Chicago and received his M.D. degree in 1957. His internship in Chicago in 1957
and 1958 was followed by a four-year residency in urology at the Southern
Pacific Hospital in San Francisco. Following a two-year tour of duty as a
captain in the Medical Corps at Womack Army Hospital in Fort Bragg, North
Carolina, he moved to Salinas. Professional
9
<PAGE>
activities include membership in the California Medical Association and Monterey
County Medical Society (President 1975-76). Dr. Keller is also a Fellow of the
American College of Surgeons and a Diplomate of the American Board of Urology.
He is Past President of the Salinas Rotary Club.
CLAYTON C. LARSON is President and a Director of the Company,
and Executive Vice President, Chief Administrative Officer and a Director of the
Bank. Mr. Larson's banking career commenced in 1972 when he joined Valley
National Bank, as a loan officer. During his tenure with Valley National Bank he
attained the position of Senior Vice President/Branch Administrator and in 1981
became a Director of that bank. In addition to his duties as Branch
Administrator, he was responsible for the marketing activities of the bank and
was chairman of the salary committee. Mr. Larson is also President and a
Director of Pacific Capital Services Corporation. He serves on the Board of
Trustees of the Monterey Institute of International Studies and is currently
President of the Community Foundation of Monterey County.
WILLIAM S. McAFEE is a physician and surgeon specializing in
otolaryngology and head and neck surgery in Monterey since 1968. Dr. McAfee
graduated from Ohio Wesleyan University in 1956, received his M.D. degree from
the Ohio State University College of Medicine in 1961 and served his internship
and residency between 1962 and 1966 at the Herbert C. Moffitt - University of
California Hospital in San Francisco. He was Board certified in otolaryngology
in 1966, has been a Fellow of the American College of Surgeons since 1972 and is
a Fellow in the American Academy of Facial Plastic and Reconstructive Surgery.
Dr. McAfee is the President of the Monterey Peninsula Surgery Center. He serves
on the Monterey County Medical Society Board of Directors, is a member of the
California Medical Association and is past President of the Monterey Rotary
Club.
WILLIAM H. POPE is a retired certified public accountant. In
1960, Mr. Pope was instrumental in the formation of the firm of Kasavan and
Pope, of which he was the senior partner, which now has offices in Salinas and
Monterey. He holds memberships in the American Institute of Certified Public
Accountants as well as the California Society of CPA's.
WILLIAM K. SAMBRAILO joined the Charles Sambrailo Paper
Company, Watsonville, a produce packaging supplies company, in 1962 and has
served as its President since 1989. He is also Secretary/Treasurer of S&S
Trucking, a common carrier, a partner in Charles Sambrailo & Sons, and a partner
in Samco Plastics, Inc., an injection mold and manufacturing company.
ROBERT B. SHEPPARD retired in 1981 as Vice Chairman of the
Board of Directors of Allstate Insurance Companies, culminating a thirty-year
career in the insurance industry. He was President of Allstate Insurance
Companies and Allstate Enterprises, Inc. from 1973 to 1980. Mr. Sheppard served
on the Executive Committee of the United States Olympic Committee from 1976 to
1988 and is currently a trustee of the United States Olympic Foundation. He is
also a Trustee of Community Hospital of the Monterey Peninsula. In addition, Mr.
Sheppard is a consultant and a member of the Compensation Committee to The
Doctors Co., a medical malpractice insurer.
CLYN SMITH, JR., is a General Surgeon who began his practice
in Monterey, California in 1949 and retired from practice in 1984. Dr. Smith
graduated (A.B.) from Stanford University in 1940 and received his M.D. degree
from Stanford University School of Medicine in 1944. He is a Fellow of the
American College of Surgeons and a Diplomate of the American Board of Surgery.
He served his internship at the Highland-Alameda County Hospital in Oakland in
1943-44 followed by two years of military service in the Army Medical Corps. He
was Resident in Surgery at the Samuel Merritt Hospital in Oakland, CA in 1946-47
and was Resident in Surgery at the Highland-Alameda County Hospital in Oakland,
CA in 1947-49. Professional activities include membership in the American
Medical Association, California Medical Association and the Monterey County
Medical Society, of which he is a past President. Dr. Smith is a former member
of the Board of Directors of the Carmel Foundation and the Carmel Bach Festival.
No director or executive officer of the Company or the Bank
has any family relationship with any other director or executive officer of the
Company or the Bank.
10
<PAGE>
No director or nominee as a director of the Company is a
director of any company with a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the
requirements of Section 15(d) of such Act or of any company registered as an
investment company under the Investment Company Act of 1940, as amended.
11
<PAGE>
Committees of the Board of Directors
The Board of Directors has formed a standing audit committee
of the Company, which meets in conjunction with the audit committee of the Bank
and has the same membership. The members of the Company's Audit Committee are
Messrs. Pope, Fenton, Fry, Haynes, Keller and McAfee. The Board of Directors of
the Bank has established an Executive Committee as well as committees for Loan,
Investment/Asset liability, Audit/Security, Human Resources, Insurance,
Information Services and Marketing. The Board of Directors performs the function
of the compensation committee and the Executive Committee performs the function
of the nominating committee of the Company.
In accordance with the requirements of the Securities and
Exchange Commission, the Human Resources Committee of the Board of Directors of
the Bank has prepared the Report on Executive Compensation which appears at page
15 of this Proxy Statement.
The Board of Directors of the Company met twelve (12) times
during 1995. During 1995, each Director of the Company attended at least 75% of
the meetings of the Board of Directors and of the meetings of committees on
which each Director served.
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the executive
officers1 of the Company:
Name Age Positions Held
With the Company
Executive Officer Since
D. Vernon Horton 56
Chief Executive Officer
and Director 1983
Clayton C. Larson 49
President and Director
1983
Dennis A. DeCius 56
Executive Vice President
and 1983
Chief Financial Officer
Dale R. Diederick 46
Senior Vice President/
1993
Loan Administration
EXECUTIVE COMPENSATION
Summary of Compensation
- --------
1As used throughout this Proxy Statement, the term "executive officer" means the
president, any vice president in charge of a principal business unit, division
or function, any other officer or person who performs a policy making function
for the Company, and any executive officer of any of the Company's subsidiaries
who performs policy making functions for the Company.
12
<PAGE>
The following table sets forth a summary of the compensation
paid (for services rendered in all capacities) during the Company's past three
fiscal years to D. Vernon Horton, Chief Executive Officer of the Company, and to
Clayton C. Larson, Dennis A. DeCius and Dale R. Diederick, executive officers of
the Company whose annual compensation for 1995 exceeded $100,000.
13
<PAGE>
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Other Compensation
Annual
Compensation Awards All Other
Name Position Year Salary Bonus (1) Options Compensation
<S> <C> <C> <C> <C> <C> <C> <C>
1995 $171,254 $155,250 $11,150 0 $90,556(2)
D. Vernon Horton Chief Executive Officer 1994 $159,328 $135,000 $11,050 0 $57,332
1993 $153,200 $110,000 $11,492 0 $45,517
1995 $165,672 $155,250 $12,650 0 $70,575(3)
Clayton C. Larson President 1994 $154,128 $135,000 $9,447 0 $40,866
1993 $148,200 $110,000 $13,050 0 $27,482
1995 $109,027 $67,650 $7,812 0 $63,208(4)
Dennis A. DeCius Executive Vice President/ 1994 $102,856 $61,500 $6,200 0 $41,026
Chief Financial Officer 1993 $98,900 $50,000 $6,200 0 $28,533
Senior Vice President/
Dale R. Diederick Loan Administration 1995 $87,192 $22,000 $3,325 0 $24,814(5)
<FN>
(1) Includes dollar value of perquisites, consisting entirely of a car
allowance.
(2) Includes for 1995 the cash value of shares allocated to Mr. Horton's
ESOP account ($52,948), $1,500 contributed by the Company to Mr.
Horton's account in the Company's 401(k) Plan, $6,284 paid in life
insurance and medical coverage premiums for Mr. Horton and $29,824
accrued under Mr. Horton's Salary Continuation Agreement.
(3) Includes for 1995 the cash value of shares allocated to Mr. Larson's
ESOP account ($52,094), $1,500 contributed by the Company to Mr.
Larson's account in the Company's 401(k) Plan, $5,858 paid in life
insurance and medical coverage premiums for Mr. Larson and $11,123
accrued under Mr. Larson's Salary Continuation Agreement.
(4) Includes for 1995 the cash value of shares allocated to Mr. DeCius'
ESOP account ($38,219), $1,500 contributed by the Company to Mr.
DeCius' account in the Company's 401(k) Plan, $5,217 paid by the
Company for life insurance and medical coverage premiums for Mr. DeCius
and $18,272 accrued under Mr. DeCius' Salary Continuation Agreement.
(5) Includes for 1995 the cash value of shares allocated to Mr. Diederick's
ESOP account ($23,647), $1,167 contributed by the Company to Mr.
Diederick's 401(k) Plan.
</FN>
</TABLE>
Stock Options Grants and Exercises
In addition to the Company's 1984 Stock Option Plan, the Board
of Directors of the Company adopted the Pacific Capital Bancorp 1994 Stock
Option Plan (the "Stock Option Plan") on September 27, 1994, in which the Chief
Executive Officer and other executive officers of the Company participate. The
1994 Plan set aside 489,000 shares (adjusted to reflect all stock dividends,
stock splits and option exercises) of the Company's Common Stock for which
options may be granted to the directors, officers and employees of the Company.
The 1994 Stock Option Plan was approved by the shareholders of the Company at
Pacific's 1995 Annual Meeting of Shareholders. The Stock Option Plan extends for
a period of ten (10) years and is administered by a three-member committee of
the Board of Directors. All committee members qualify as "disinterested persons"
within the meaning of the Rule 16-b3 of the Securities Exchange Act of 1934.
The Stock Option Plan provides for the issuance of options
which qualify as incentive stock options and under Section 422A of the Internal
Revenue Code, as amended (the "Code") as well as nonqualified options. Incentive
stock options are subject to different tax treatment than nonqualified options.
The exercise price of any option may not be less than 100% of the fair market
value of the shares subject to option on the date the option is granted.
14
<PAGE>
Within three (3) months following termination of directorship
or employment for any reason other than death, disability, or cause, an optionee
may exercise his or her option to the extent such option was exercisable on the
date of termination. If an optionee's employment or status as an officer or
director is terminated by death or disability, such optionee or such optionee's
qualified representative or estate has the right for a period of twelve (12)
months following the date of such death or disability or exercise the option to
the extent the optionee was entitled to exercise such option on the date of the
optionee's death or disability, provided the actual date of exercise is in no
event after the expiration of the term of the option. If an optionee is
terminated for cause, neither the optionee nor the optionee's estate is entitled
to exercise any option with respect to any shares of the Company Common Stock.
No options under the 1984 or 1994 Stock Option Plans were
exercised by any of the executive officer of the Company during the 1995 fiscal
year.
<TABLE>
The following table shows the stock options granted to named
executive officers during the last completed fiscal year:
Option/SAR Grants in Last Fiscal Year
<CAPTION>
Potential
Realizable Value at
Assumed Annual Alternative
Rates of Stock Price to and
Appreciation Grant Date
Individual Grants for Option Term Value
Number of % of
Securities Total
Under- Options/
lying SARs
Option/ Granted to Exercise Grant
SARs Employees or Base Date
Granted in Fiscal Price Expiration Present
Name (#) Year ($/Sh) Date 5% ($) 10% ($) Value $
<S> <C> <C> <C> <C> <C> <C> <C>
Dale R.
Diederick 3,000 24.0% $19.00 05/18/04 $85,847 $90,843 $0
</TABLE>
<TABLE>
The following table shows the value at December 31, 1995, of
unexercised options held by the named executive officers:
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<CAPTION>
Number of securities Value of
underlying unexercised unexercised
options at fiscal year-end (#) in-the-money options
at fiscal year-end ($)
Shares acquired Value Realized ($) Exercisable/ Exercisable/
Name on exercise (#) unexercisable unexercisable
<S> <C> <C> <C> <C>
D. Vernon Horton 0 0 18,231/0 $205,363/$0
Clayton C. Larson 0 0 18,231/0 $205,363/$0
Dennis A. DeCius 0 0 5,469/0 $61,606/$0
Dale R. Diederick 0 0 787/2,363 $5,631/$16,907
</TABLE>
Employment Contracts
The Bank entered into a three-year employment agreement with
Mr. Horton on May 22, 1993, pursuant to which he serves as President of the
Bank. The agreement provides for an annual salary of $153,200 subject to annual
15
<PAGE>
increases within the sole discretion of the Board of Directors of the Bank. Mr.
Horton's salary was $159,328 for the second year of the agreement, and his
salary has been set at $171,254 for the third year of the agreement. The Bank
may also pay an annual discretionary cash bonus to Mr. Horton based upon his
efforts and performance. The amount of such bonus, if any, will be determined
within the sole discretion of the Board of Directors of the Bank. If Mr. Horton
is terminated without cause during the course of the agreement, he will be
entitled to receive severance pay in an amount equal to six months' salary at
his then prevailing salary. In the event of a change in control by merger or
purchase of the Bank and/or the Company into or by another entity, not resulting
from financial difficulties or insolvency of the Bank or the Company, Mr. Horton
shall receive 18 months' compensation. In any other event, Mr. Horton will be
entitled only to the salary earned up to the date of termination. If a program
is established which provides for a calculable annual bonus, he also will be
entitled to receive a pro rata bonus based upon the fraction of the calendar
year during which he was employed. Mr. Horton has been provided with an
automobile for use during the term of the agreement. Mr. Horton is also being
reimbursed for all ordinary and necessary expenses incurred by him in connection
with activities associated with promoting the business of the Bank. Further, Mr.
Horton has been furnished a term life insurance policy in the face amount of
$250,000 and with health, accident and disability insurance for himself and his
family.
The Bank entered into a three-year employment agreement with
Mr. Larson on May 22, 1993, pursuant to which he serves as Executive Vice
President and Chief Administrative Officer of the Bank. The agreement provides
for an annual salary of $148,200, subject to annual increases within the sole
discretion of the Board of Directors of the Bank. Mr. Larson's salary was
$154,128 for the second year of the agreement, and his salary has been set at
$165,672 for the third year of the agreement. The remaining terms of Mr.
Larson's agreement regarding automobile, bonuses, termination, expenses,
insurance and severance pay are identical to those contained in Mr. Horton's
agreement.
The Bank entered into a three-year employment agreement with
Mr. DeCius on May 22, 1993, pursuant to which he serves as Senior Vice President
and Chief Financial Officer of the Bank. The agreement provides for an annual
salary of $98,900, subject to annual increases within the sole discretion of the
Board of Directors of the Bank. Mr. DeCius' salary was $102,856 for the second
year of the agreement, and his salary has been set at $109,027 for the third
year of the agreement. The remaining terms of Mr. DeCius' agreement regarding
automobile, bonuses, termination, expenses, insurance and severance pay are
identical to those contained in Mr. Horton's agreement with the exception of a
term life insurance policy in the face amount of $50,000.
Executive Salary Continuation Agreements
On August 22, 1989, Messrs. Horton, Larson and DeCius each
entered into an Executive Salary Continuation Agreement with the Bank. The
agreements provide that if the Executive continues to be employed by the Bank at
least until he reaches age 65, the Executive may retire or continue to work past
age 65. Upon the Executive's retirement, the Bank will pay an annual amount of
$75,000, $70,000 and $50,000 to Messrs. Horton, Larson and DeCius, respectively,
payable monthly for a period of 180 months following such retirement, subject to
certain conditions set forth in the agreements. The Executive may also elect to
take "early retirement" provided he has reached age 55 and has completed 10
years of service. If he so elects, he will receive monthly payments determined
pursuant to a formula set forth in the agreements for a period of 180 months.
If the Executive has been employed by the Company for a period
of at least 3 continuous years, and the Executive's employment is terminated by
the Company without cause, the Executive will be considered to be vested in 20%
of the total amount he would otherwise receive and will become vested in an
additional 10% for each succeeding year until he becomes 100% vested. In the
event of a change in control of the Company, the Executive will become fully
vested and, if his employment is terminated as a result of said change in
control, will be entitled to the full amount as a severance payment.
The Bank purchased single premium life insurance policies on
Messrs. Horton, Larson and DeCius in order to assist in meeting its obligations
under the agreements and to indemnify the Bank against loss. The Bank is named
as owner and beneficiary under each of the insurance policies.
16
<PAGE>
Other Compensation and Compensation of Directors
The Chairman of the Board of the Bank receives $500 for each
regular meeting of the Board of Directors attended, while other non-employee
Directors receive $200. The Bank Directors who serve as members of the Bank's
Loan and Discount Committee receive $200 for each meeting attended. The Chairman
of the Audit and Security Committee receives $300 and other non-employee
Directors receive $100 for each meeting attending. The Chairman of the
Investment Asset/Liability Committee receives $100 and other non-employee
Directors receive $50 for each meeting attended. The Bank Directors who serve as
members of the Bank's Executive Committee, Human Resources, Information Services
and/or Insurance Committees receive $100 for each meeting attended.
The Bank, on behalf of certain of its Directors who desire
group medical insurance coverage, paid $21,797 in insurance premium payments for
such coverage in 1995.
Certain Relationships and Related Transactions
The Bank's Administrative and Oldtown office is leased from
James L. Gattis, a director of the Company, pursuant to a lease for a total of
17,033 square feet of office space in a building located at 307 Main Street,
Salinas, California. The initial lease commenced on May 1, 1989, for a five (5)
year term with three consecutive five-year options to renew. The first option
commenced on January 1, 1994. The initial rental rate under the lease was
$10,600 per month and is increased annually to reflect changes in the Consumer
Price Index for all items for the San Francisco/Oakland Metropolitan Area, using
October, 1988 as the base month. The Bank also pays all taxes and assessments
levied against the leased premises and also pays for all utilities. The Bank
paid $188,060 in rent for these premises during 1995.
Based on available market lease rate information, the Bank's
Board of Directors has determined that the lease rate is competitive with and
comparable to market lease rates in Salinas, California and that the terms of
the lease are no less favorable to the Bank than would be the terms of a lease
with an unrelated party.
The Bank obtained various insurance policies through the
insurance agency of McSherry & Hudson, of which Director Hubert W. Hudson was a
partner during 1995. The Bank paid $150,062 in insurance premiums to McSherry &
Hudson in 1995.
Indebtedness of Management
Some of the Directors and executive officers of the Company,
and members of their immediate families and the companies with which they have
been associated, have been customers of and have had banking transactions with
the Bank in the ordinary course of the Bank's business since January 1, 1995,
and the Bank expects to have such banking transactions in the future. All loans
and commitments to lend included in such transactions were made on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons and, in the opinion of
the Bank, did not involve more than the normal risk of collectibility or present
other unfavorable features.
17
<PAGE>
Performance Graph
Shown below is a table prepared by Montgomery Securities
presenting information compiled from "Montgomery Securities' Western Bank
Monitor", which charts the value of the Company's Common Stock during the past 5
years compared to the Standard & Poors 500 ("S&P 500") and Montgomery
Securities' "California Independent Bank Proxy," a peer industry group whose
performance is published quarterly in the "Montgomery Securities' Western Bank
Monitor". The table assumes a $100 investment on December 31, 1987 in the
Company's Common Stock, the S&P 500 and in the institutions included in the
California Independent Bank Proxy, and that all dividends paid have been
reinvested.
Pacific Capital Bancorp Stock Price Performance
1990 1991 1992 1993 1994 1995
-------------------------------------------------
Pacific Capital Bancorp 100.00 91.78 75.84 81.88 97.80 119.21
S & P 500 100.00 130.37 140.30 154.46 156.50 215.32
California Independent 100.00 102.21 102.73 126.54 134.24 185.47
Bank Proxy
18
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
The Human Resources Committee
The following report is made by the Human Resources Committee
of the Board of Directors of the Bank, as the Company does not have a standing
compensation committee, and since executive officer compensation is paid
primarily by the Bank.
The Human Resources Committee of the Board of Directors of the
Bank makes recommendations on executive compensation semi-annually to the Board
of the Bank. Among other responsibilities, the function of the Human Resources
Committee is to analyze, review and recommend to the Board annually, an
executive compensation program that covers the executive officers of the Company
named in the Summary Compensation Table.
The Human Resources Committee has also considered the tax law
limitation of deductibility of executive compensation of $1,000,000 per
executive for publicly held corporations. The Committee does not believe that
this limitation will affect the Company as it does not anticipate that its
executives' compensation will approach this limit. Additionally, its executives'
salary and incentive compensation are paid by the Bank, a subsidiary of the
Company which is not publicly held.
Compensation Philosophy
The Company's compensation philosophy is to provide executive
officers with compensation that is competitive with that paid by industry peers
consisting of banks located in Northern California of similar asset size,
financial performance and marketing strategy.
Corporate Performance Factors
It is the policy of the Human Resources Committee to determine
the components of executive compensation principally upon the basis of corporate
performance. Among the performance factors considered by the Committee are
profitability, capital levels and asset quality (non-performing assets, loan
delinquencies and loan charge-offs), net interest margin, Return on Average
Assets and Return on Average Equity. In considering these factors, the Committee
does not assign any quantitative weight to the factors considered, but considers
all the factors taken together.
Individual Performance Factors
Annual increases to an executive officer's base salary are
determined, in part, based on the officer's responsibilities, performance of
those responsibilities and achievement of corporate goals previously established
by the Board of Directors at the beginning of each year. Incentive compensation
is tied to individual performance, provided that corporate goals are met, in a
manner that is intended to encourage continuous focus on enhancing shareholder
value, profitability and teamwork.
Compensation - Salaries and Bonus Awards
The Human Resources Committee decided upon the compensation
for each executive officer, including salary and incentive compensation, based
on its review of industry peer group data for both corporate performance and
compensation, and evaluations of the performance of each executive officer.
Salaries are set at a level below those of industry peers in order to give a
greater emphasis to incentive compensation. Industry peer group data for
corporate performance is obtained from publications from regulatory agencies,
industry consultants and an investment banking firm. Industry peer group data
for compensation is obtained from regulatory agencies and industry trade groups.
19
<PAGE>
Incentive compensation is based on individual performance and
industry peer group data, provided that pre-established corporate goals are met.
At the end of each year, the Company's actual performance is assessed against
these corporate goals and the results of these evaluations determine the amount
of incentive compensation for the executive officers.
Chief Executive Officer and Chief Administrative Officer Compensation
Mr. D. Vernon Horton, Chief Executive Officer of the Company,
also serves as President of the Bank, and Mr. Clayton C. Larson, President of
the Company, also serves as Executive Vice President and Chief Administrative
Officer of the Bank. These two senior executive officers serve primarily in
equal capacities. Although somewhat unique, the Bank's organizational structure
has proven to be highly successful. This unique organizational structure does
not affect the Company's overall salary expenses as evidenced by the Company's
being below the median in total salary expenses in comparison to industry peer
group data, primarily because the Bank has $2.12 million in assets per employee
whereas $1 million in assets per employee is considered to be an industry
standard. It has afforded management strength in succession and has clearly
demonstrated economic value and efficiency in operations. Accordingly,
recommendations and decisions on their compensation are made based upon the same
performance criteria.
The Bank continues to experience positive growth under the
joint leadership of Mr. Horton and Mr. Larson. Under the combined leadership of
these two executive officers the Bank enjoys over fifty years of seasoned
experience. Both have extensive contact with customers, shareholders and
personnel; and their immediate presence and interaction serves to reinforce the
Bank's founding philosophy in providing superior customer service and the
support of the communities it serves, while focusing on the long-term health and
growth of the Company.
To encourage the achievement of corporate goals and foster the
continuing growth of the Company, the Committee established the base salary for
Mr. Horton's and Mr. Larson's compensation below the median salary level of
other chief executive officers within the Bank's peer group and adjusts their
overall compensation through the payment of incentive compensation. The
Committee considers incentive compensation to be a significant element of
overall compensation in comparison to the base salaries paid to other chief
executive officers of the Bank's industry peer group.
Mr. Horton's and Mr. Larson's incentive compensation was based
upon their achievement of corporate goals previously established by the Board.
Under the leadership of these two executive officers the Company exceeded the
established goals and performance standards as defined under Corporate
Performance Factors. The Committee considered the Company's positive performance
on Return on Average Assets, Return on Average Equity, Net Income and growth in
Shareholders' Equity. Additionally considered was the Bank's loan loss ratio and
record of nonperforming assets, which continues to be well below peer group
banks.
FIRST NATIONAL BANK OF CENTRAL CALIFORNIA
HUMAN RESOURCES COMMITTEE:
Robert B. Sheppard, Chairman
Charles E. Bancroft
James L. Gattis
William J. Keller
William K. Sambrailo
The Human Resources Committee Interlocks and Insider Participation
The Human Resources Committee is comprised of five outside
Directors: Mr. Bancroft, Mr. Gattis, Mr. Keller, Mr. Sambrailo, and Mr.
Sheppard. None of these individuals is or has been employed as an officer or
employee of the Company or the Bank or any of its subsidiaries.
20
<PAGE>
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The firm of KPMG Peat Marwick, which served the Company as
independent certified public accountants for 1995, has been selected by the
Board of Directors of the Company to be its independent certified public
accountants for the 1996 fiscal year. KPMG Peat Marwick has no interest,
financial or otherwise, in the Company. All Proxies will be voted "FOR"
ratification of such selection unless authority to vote for the ratification of
such selection is withheld or an abstention is noted. If the nominee should
unexpectedly for any reason decline or be unable to act as independent certified
public accountants, the Proxies will be voted for a substitute nominee to be
designated by the Board of Directors.
Representatives from the accounting firm of KPMG Peat Marwick
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.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and Directors, and any person who owns more than ten
percent 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 ("SEC"). Officers, Directors and greater than ten-percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file. To the best knowledge of the Company,
there are no greater than ten-percent holders of the Company's Common Stock.
Based solely on its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that for the
period from January 1, 1995, through December 31, 1995, all filing requirements
applicable to its officers and directors were complied with except that one
report, covering one transaction by Dennis A. DeCius was filed late.
SHAREHOLDER PROPOSALS
Next year's Annual Meeting of Shareholders will be held on May
20, 1997. The deadline for shareholders to submit proposals to be considered for
inclusion in the Company's Proxy Statement and form of Proxy for next year's
Annual Meeting of Shareholders is December 20, 1996.
OTHER PROPOSED ACTION
The Board of Directors is not aware of any other business
which will come before the Meeting, but if any such matters are properly
presented, the Proxies solicited hereby will be voted in accordance with the
best judgment of the persons holding the Proxies. All shares represented by duly
executed Proxies will be voted at the Meeting.
PACIFIC CAPITAL BANCORP
Salinas, California James L. Gattis
April 8, 1996 Secretary
21
<PAGE>
APPENDIX A
PACIFIC CAPITAL BANCORP
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 23, 1996
The undersigned holder of Common Stock acknowledges receipt of
a copy of the Notice of Annual Meeting of Shareholders of Pacific
Capital Bancorp, and the accompanying Proxy Statement dated April 8,
1996, and revoking any Proxy heretofore given, hereby constitutes and
appoints William J. Keller, William S. McAfee and William H. Pope, and
each of them, with full power of substitution, as attorneys and Proxies
to appear and vote all of the shares of Common Stock of Pacific Capital
Bancorp, a California corporation, standing in the name of the
undersigned which the undersigned could vote if personally present and
acting at the Annual Meeting of Shareholders of Pacific Capital
Bancorp, to be held at Corral de Tierra Country Club, 81 Corral de
Tierra Road, Salinas, California on Thursday, May 23, 1996, at 4:00
p.m. or at any adjournments thereof, upon the following items as set
forth in the Notice of Meeting and Proxy Statement and to vote
according to their discretion on all other matters which may be
properly presented for action at the Meeting or any adjournments
thereof. The above-named proxy holders are hereby granted discretionary
authority to cumulate votes represented by the shares covered by this
Proxy in the election of Directors.
1. To elect as Directors the nominees set forth below.
|_| FOR all nominees listed below |_| WITHHOLD
AUTHORITY to vote for all nominees
(except as market to the contrary below). listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
Charles E. Bancroft; Gene DiCicco; Lewis L. Fenton; Gerald T.
Fry; James L. Gattis; Stanley R. Haynes; D. Vernon Horton;
Hubert W. Hudson; William J. Keller; Clayton C. Larson;
William S. McAfee; William H. Pope; William K. Sambrailo;
Robert B. Sheppard; and Clyn Smith, Jr.
2 To approve the proposal to ratify the appointment of KPMG Peat
Marwick as independent certified public accounts for the
Company's 1996 fiscal year.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF
DIRECTORS, NOMINATED BY THE BOARD OF DIRECTORS AND "FOR" PROPOSALS NOS.
2. THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED "FOR" THE ELCTION
OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS AND "FOR" PROPOSALS
NOS. 2.
DATE: ____________________ , 1996
