<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Ventura County National Bancorp
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
[LOGO OF VENTURA COUNTY NATIONAL BANCORP]
500 Esplanade Drive
Oxnard, California 93030
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 3, 1995
TO THE SHAREHOLDERS OF VENTURA COUNTY NATIONAL BANCORP:
The Annual Meeting of Shareholders (the "Meeting") of Ventura County
National Bancorp (the "Company") will be held at The Radisson Suite Hotel at
River Ridge, 2101 W. Vineyard, Oxnard, California on May 3, 1995 at 6:00 p.m.
for the following purposes:
1. To elect the following three persons to the Board of Directors (Class I
directors) to serve until the 1998 Annual Meeting of Shareholders and until
their successors are elected and have qualified:
Michael Antin
James M. Davis
Raymond E. Swift
2. To consider and act upon such other business as may properly come before
the Meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 17, 1995 will be
entitled to vote at the Meeting or any adjournment thereof.
The Bylaws of the Company set forth the following procedures for
nominations to the Board of Directors:
Nominations for election of members of the Board of Directors may be made
by the Board of Directors or by any holder of any outstanding class of capital
stock of the Company entitled to vote for the election of Directors. Notice of
intention to make any nominations (other than for persons named in the notice
of any meeting called for the election of Directors) is required to be made in
writing and to be delivered or mailed to the President of the Company by the
later of: (i) the close of business 21 days prior to any meeting of
shareholders called for the election of directors, or (ii) 10 days after the
date of mailing of notice of the meeting to shareholders. Such notification
must contain the following information to the extent known to the notifying
stockholder: (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 Company owned by each proposed nominee; (d) the name and
residence address of the notifying stockholder; (e) the number of shares of
capital stock of the Company owned by the notifying stockholder; (f) the
number of shares of capital stock of any bank, bank holding company, savings
and loan association or other depository institution owned beneficially by the
nominee or by the notifying stockholder and the identities and locations of
any such institutions; and, (g) whether the proposed nominee has ever been
convicted of or pleaded nolo contendere to any criminal offense involving
dishonesty or breach of trust, filed a petition in bankruptcy or been adjudged
bankrupt. The notification shall be signed by the nominating stockholder and
by each nominee, and shall be accompanied by a written consent to be named as
a nominee for election as a director from each proposed nominee. Nominations
not made in accordance with these procedures shall be disregarded by the
chairman of the meeting, and upon his instructions, the inspectors of election
shall disregard all votes cast
<PAGE>
for each such nominee. The foregoing requirements do not apply to the
nomination of a person to replace a proposed nominee who has become unable to
serve as a director between the last day for giving notice in accordance with
this paragraph and the date of election of directors if the procedure called
for in this paragraph was followed with respect to the nomination of the
proposed nominee.
By Order of the Board of Directors
Nancy Jackson, Secretary
April 6, 1995
YOU ARE URGED TO VOTE BY SIGNING AND RETURNING 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 YOUR PROXY, BY FILING A DULY EXECUTED
PROXY BEARING A LATER DATE OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
<PAGE>
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF
VENTURA COUNTY NATIONAL BANCORP
MAY 3, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the 1995 Annual Meeting of Shareholders (the "Meeting") of
Ventura County National Bancorp (the "Company") to be held on May 3, 1995 at
6:00 p.m. at The Radisson Suite Hotel at River Ridge, 2101 W. Vineyard, Oxnard,
California, and at any and all adjournments thereof.
It is anticipated that this Proxy Statement and the accompanying Notice and
form of Proxy will be mailed to shareholders eligible to receive notice of and
vote at the Meeting on or about April 6, 1995.
REVOCABILITY OF PROXIES
A form of Proxy for voting your shares at the Meeting is enclosed. Any
shareholder who executes and delivers such Proxy has the right to and may revoke
it at any time before it is exercised by filing with the Secretary of the
Company an instrument revoking it or a duly executed Proxy bearing a later date.
In addition, a Proxy will be revoked if the shareholder executing such Proxy is
in attendance at the Meeting and such shareholder votes in person. Subject to
such revocation, all shares represented by a properly executed Proxy received in
time for the Meeting will be voted by the proxies in accordance with the
instructions specified on the Proxy. UNLESS OTHERWISE DIRECTED IN THE
ACCOMPANYING PROXY, THE SHARES REPRESENTED BY YOUR EXECUTED PROXY WILL BE VOTED
"FOR" THE NOMINEES FOR ELECTION OF DIRECTORS NAMED HEREIN. IF ANY OTHER
BUSINESS IS PROPERLY PRESENTED AT THE MEETING, THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE COMPANY'S BOARD OF DIRECTORS.
PERSONS MAKING THE SOLICITATION
This solicitation of Proxies is being made by the board of directors of the
Company. The proxy holders are Nancy Jackson and Simone Lagomarsino who are
members of the Company's management. 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 and its subsidiaries,
Ventura County National Bank ("Ventura") and Frontier Bank, N.A. ("Frontier")
may solicit Proxies personally or by telephone without receiving special
compensation therefore. The Company will reimburse banks, brokerage houses and
other custodians, nominees, and fiduciaries for their reasonable expenses in
forwarding these Proxy 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.
VOTING SECURITIES
There were issued and outstanding 6,333,835 shares of the Company's common
stock ("Common Stock") on March 17, 1995 which has been fixed as the record date
for the purpose of determining shareholders entitled to notice of, and to vote
at, the Meeting (the "Record Date"). On any matter submitted to the vote of the
shareholders, each holder of the Company's common stock will be entitled to one
vote, in person or by Proxy, for each share of common stock he or she held of
record on the books of the Company as of the Record Date.
<PAGE>
The effect of abstentions and broker nonvotes is that such votes are not counted
as being voted; however, such votes are counted for purposes of determining a
quorum.
SHAREHOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Management of the Company knows of no person, other than Mr. Raymond E. Swift,
a director of the company and the Company's 401(k)/Employee Stock Ownership
Trust (the "ESOP Trust"), who owns, beneficially or of record, either
individually or together with associates, 5 percent or more of the outstanding
shares of the Company's common stock. Mr. Swift's business address is 400 South
B Street, Oxnard, CA 93030. The address of the ESOP Trust is in care of the
Company, 500 Esplanade Drive, Oxnard, California 93030. The following table
sets forth, as of March 17, 1995, the number and percentage of shares of the
Company's outstanding common stock beneficially owned, directly or indirectly,
by each of the Company's directors, principal shareholders and by the directors
and officers of the Company as a group. The shares "beneficially owned" are
determined under Securities and Exchange Commission Rules, and do not
necessarily indicate ownership for any other purpose. In general, beneficial
ownership includes shares over which the director, principal shareholder or
officer has sole or shared voting or investment power and shares which such
person has the right to acquire within 60 days of March 17, 1995.
Unless otherwise indicated, the persons listed below have sole voting and
investment powers of the shares beneficially owned. Management is not aware of
any arrangements which may, at a subsequent date, result in a change of control
of the Company.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Beneficial Owner Beneficial Ownership # of Class %
- ---------------- ---------------------- ----------
<S> <C> <C>
DIRECTORS AND MANAGEMENT:
Michael Antin........................ 77,211(1) 1.21
Ralph R. Bennett..................... 85,592(2) 1.34
Richard S. Cupp...................... 25,578(3) *
James M. Davis....................... 17,394(4) *
Bart M. Hackley, Jr. ................ 18,484(5) *
W. E. Hartman........................ 205,104(6) 3.21
James B. Hussey...................... 122,852(7) 1.92
Richard A. Lagomarsino............... 100,007(8) 1.56
Zella A. Rushing..................... 6,993(9) *
Raymond E. Swift..................... 327,793(10) 5.12
Total for Directors and Officers
(numbering 16)..................... 992,906(11) 15.52
PRINCIPAL SHAREHOLDERS:
Ventura County National Bancorp 415,854(12) 6.34
401(k)/Employee Stock Ownership Trust**
</TABLE>
- ----------------------
* Less than 1%
** Dai-Ichi Kangyo Bank of California is the trustee of such trust.
(1) Mr. Antin has sole voting and investment powers as to 72,839 shares. The
number of shares includes 4,372 shares acquirable by the exercise of stock
options.
(2) Mr. Bennett has sole voting and investment power as to 5,693 shares and
shared voting and investment power as to 77,649 shares. The number of
shares includes 2,250 shares acquirable by the exercise of stock options.
(3) Mr. Cupp has sole voting and investment power as to 3,016 shares. The
number of shares includes 22,562 shares acquirable by the exercise of stock
options. Mr. Cupp's option agreement contains antidilution provisions
pursuant to which the number of shares of Common Stock that are issuable
upon the exercise of such option would be increased in the event the
Company issues additional shares.
(4) Mr. Davis has sole voting and investment power as to 13,022 shares. The
number of shares includes 4,372 shares acquirable by the exercise of stock
options. (footnotes continued)
2
<PAGE>
(5) Mr. Hackley has sole voting and investment powers as to 11,423 shares and
shared voting and investment power as to 3,484 shares. The number of
shares includes 3,577 shares acquirable by the exercise of stock options.
(6) Mr. Hartman has sole voting and investment powers as to 50,314 shares and
shared voting and investment powers as to 148,430 shares. The number of
shares includes 6,360 shares acquirable by the exercise of stock options.
(7) Mr. Hussey has sole voting and investment power as to 62,046 shares and
shared voting and investment power as to 56,434 shares. The number of
shares includes 4,372 shares acquirable by the exercise of stock options.
(8) Mr. Lagomarsino has shared voting and investment power as to 93,647 shares.
The number of shares includes 6,360 shares acquirable by the exercise of
stock options.
(9) Ms. Rushing has sole voting and investment power as to 4,873 shares. The
number of shares includes 2,120 shares acquirable by the exercise of stock
options.
(10) Mr. Swift has sole voting and investment power as to 315,825 shares and
shared voting and investment power as to 4,412 shares. The number of
shares includes 6,360 shares acquirable by the exercise of stock options.
(11) Includes 63,705 shares acquirable by the exercise of stock options.
(12) Under the terms of the ESOP Trust, shares of the Common Stock of the
Company are held in trust by the trustee under the ESOP Trust ("Trustee"),
for the exclusive benefit of the participants. The Trustee is the record
holder of the Common Stock held by the ESOP Trust; however, the Committee
of the 401(k)/ESOP (the "ESOP Committee"), which consists of eight members,
gives the Trustee investment instructions with respect to all of the ESOP
Trust assets and voting instructions with respect to those shares held by
the ESOP Trust for which the voting rights have not passed through to
participants. At March 13, 1995, the Trustee held 185,840 shares of Common
Stock in a suspense account as collateral for a loan to the Trustee (the
"ESOP Loan"), the proceeds of which were used to fund part of the purchase
of shares of Common Stock for the ESOP Trust, and 270,860 shares of Common
Stock have been allocated to the accounts of the participants. Although
the members of the ESOP Committee share among themselves as committee
members (i) all of the voting power with respect to the 185,840 shares held
in the suspense account and (ii) dispositive power, subject to the terms of
the ESOP, over all of the shares held by the ESOP Trust and, therefore,
pursuant to the applicable regulations promulgated pursuant to the Exchange
Act are technically the beneficial owners of such shares, the actual
beneficial owners are the employees who participate in the ESOP. The
members of the ESOP Committee, therefore, disclaim beneficial ownership of
such shares held in trust which are otherwise attributable to them by
virtue of serving on such ESOP Committee.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own 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. Officers, directors and more than ten-percent stockholders are
required by Securities Exchange Commission regulation to furnish the Company
with copies of all Section 16(a) forms they file.
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, during 1994 its officers
and directors complied with all filing requirements applicable to them.
ELECTION OF DIRECTORS
The Company's Bylaws provide that the number of directors of the Company
shall be not less than seven (7) nor more than thirteen (13) until changed by an
amendment to the Bylaws adopted by the Company's shareholders. The Bylaws
further provide that the exact number of directors shall be ten (10) until
changed by a Bylaw amendment duly adopted by either the Company's shareholders
or its board of directors.
The Company's Bylaws provide for a classified board of directors with three
directors (out of a present total of ten) to be elected at the 1995 annual
meeting to serve three-year terms expiring at the 1998 annual meeting
3
<PAGE>
and until their respective successors are elected and qualified. Directors
elected at the Meeting will serve as Class I directors.
The nominees named below, all of whom are currently Class I members of the
Company's board of directors whose terms expire this year, have been nominated
for election as directors to serve until the 1998 annual meeting and until their
respective successors are elected and qualified. The three nominees for
directors receiving the most votes will be elected directors. Unless otherwise
directed, votes will be cast by the proxyholders in such a way to effect, if
possible, the election of the three nominees named herein. In the event that
any of the nominees should be unable to serve as a director, it is intended that
the Proxy will be voted for the election of such substitute nominee, if any, as
shall be designated by the Company's board of directors. The Company's board of
directors has no reason to believe that any of the nominees named below will be
unable to serve if elected.
North Phoenix Investors, Ltd. is a California partnership of which Mr.
Michael Antin was the general partner, until November 1992, at which time Mr.
Antin was replaced as general partner. In 1993 the new general partner filed
for bankruptcy on behalf of the partnership, which bankruptcy was dismissed in
1995.
The following table sets forth as of March 17, 1995, the names of and
certain information concerning (i) the persons nominated by the Company's board
of directors for election as Class I directors of the Company and (ii) persons
continuing as directors of the Company.
4
<PAGE>
<TABLE>
<CAPTION>
Year First
Appointed Principal Occupation
Name and Title Age Director During the Past Five Years
- -------------- --- ---------- -----------------------------------
<C> <C> <C> <S>
NOMINEES:
- ---------
Michael Antin 56 1986 Attorney and President of the law
Director firm of Antin & Taylor, a law
corporation.
James M. Davis 56 1986 Certified Public Accountant and
Director partner in the accounting firm of
Davis and LeGate.
Raymond E. Swift 64 1989 Self-employed; Chairman, Swift
Director Financial Corp., (investments);
Chairman, Swiftwood Corp., (real
estate investments).
CONTINUING DIRECTORS:
- ---------------------
Ralph R. Bennett 66 1992 Insurance broker and Vice President
Director with Andreini and Co.
Richard S. Cupp 54 1993 President/CEO of the Company since
President/Chief July 1993; President/CEO of Ventura
Executive Officer since August, 1993. Independent
and Director bank consultant 1992 to 1993.
Executive Vice President at CalFed,
Inc. 1984-1992.
Bart M. Hackley, Jr. 50 1987 Certified Public Accountant and
Director Executive Director of the Johnny
Mercer Foundation.
W. E. Hartman 61 1984 President of Taft Electric Co.,
Director (electrical contractors).
James B. Hussey 58 1986 Owner, Jim Hussey Insurance;
Chairman President, Great American Trading Co.
Richard A. Lagomarsino 63 1984 President, Lagomarsino's (beer and
Director wine distributor).
Zella A. Rushing/1/ 54 1993 Retired. Chairman of the Board,
Director H & H Oil Tool Co., Inc., oil tool
maintenance company until 1993.
Previously a director of the Company
from 1984 to 1992.
</TABLE>
None of the directors were selected pursuant to any arrangement or
understanding other than with the directors and officers of the Company acting
within their capacities as such. There are no family relationships between any
of the directors and executive officers of the Company. None of the directors
or 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.
- -----------------------
/1/Ms. Rushing was appointed to fill the director position that was vacant
after the resignation of W. E. McAleer in 1993.
5
<PAGE>
THE BOARD OF DIRECTORS AND COMMITTEES
The Company's board of directors met 17 times during 1994. All directors
attended at least 75 percent of all board of directors and committee meetings of
the Company which they served on and were held during 1994.
The Committees are composed of members of the board of directors of the
Company as follows:
EXECUTIVE COMMITTEE COMPENSATION COMMITTEE
James B. Hussey, Chairman Zella A. Rushing, Chairman
Richard S. Cupp Ralph R. Bennett
James M. Davis James B. Hussey
Richard A. Lagomarsino Raymond E. Swift
AUDIT REVIEW COMMITTEE NOMINATING COMMITTEE
James M. Davis, Chairman W. E. Hartman, Chairman
Michael Antin Michael Antin
Ralph R. Bennett Bart M. Hackley, Jr.
Bart M. Hackley, Jr. James B. Hussey
Raymond E. Swift
STRATEGIC PLANNING COMMITTEE
Richard S. Cupp, Chairman
Michael Antin
James M. Davis
W. E. Hartman
James B. Hussey
Zella A. Rushing
The functions of the Audit Review Committee, which met five times in 1994,
are to review the scope, planning and results of the audits and examinations of
the Company and its subsidiaries. The functions of the Compensation Committee,
which met four times in 1994, are to consider new officers of the Company,
Ventura and Frontier, to determine the compensation of the president and chief
executive officer of the Company, the amount of bonuses, if any, to be
distributed to officers of the Company and Ventura under the Company's incentive
bonus plan, and to review and report to the full Ventura and Frontier Boards its
recommendations relative to employee benefit programs. The function of the
Nominating Committee is to recommend nominees for director positions on the
Company's board of directors and appointees to the boards of directors of
Ventura and Frontier. The Nominating Committee will consider nominees
recommended by shareholders for election to the Board of Directors. The names
of proposed nominees should be submitted in writing to the Secretary of the
Company, together with relevant biographical data not later than January 31st of
each year. The Committee seeks qualified, dedicated and highly regarded
individuals with experience that would be helpful to the Company and who would
represent the best interests of the Company and the shareholders. The
Nominating Committee met one time during 1994. The functions of the Strategic
Planning Committee, which met during board of directors' meetings throughout
1994 with full participation of the entire board, are to discuss and propose
guidelines for capital planning, the selection of merger and/or acquisition
candidates and all issues related to plans for long-term growth of the Company.
6
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth information concerning executive officers of
the Company and certain executive officers of Ventura County National Bank
("Ventura") and Frontier Bank, N.A. ("Frontier"), the Company's two
subsidiaries.
<TABLE>
<CAPTION>
Position and Principal Occupation
Name Age For the Past 5 Years
---- --- ---------------------------------
<C> <C> <S>
Richard S. Cupp 54 President and CEO of the Company since July, 1993
and President and CEO of Ventura since August,
1993. Independent bank consultant from 1992 to
1993. Mr. Cupp was formerly an Executive Vice
President at CalFed, Inc. from 1984 to 1992.
Francis J. Kahawai 53 Chief Credit Officer of Frontier. Prior to
joining Frontier, Mr. Kahawai had been Senior Vice
President/Chief Credit Officer of One Central Bank
since 1989.
Kathleen L. Kellogg 41 President and CEO of Frontier since November 1994.
Ms. Kellogg was formerly Senior Vice President and
Division Manager--Commercial and Business Lending
of California Federal Bank from 1989 to March 1994.
Nancy Jackson 54 Senior Vice President/Administration and Investor
Relations of the Company. Ms. Jackson is also
Corporate Secretary of the Company and has been
with Ventura since 1982 and with the Company since
September, 1984.
Simone Lagomarsino 33 Senior Vice President/Chief Financial Officer of
the Company. Prior to joining the Company, from
August 1993 to March 1995, Ms. Lagomarsino was a
financial advisor with Prudential Securities in
Los Angeles. From April 1993 to September 1993,
Ms. Lagomarsino was a consultant with Western
United National Bank. Prior to that time, Ms.
Lagomarsino was President and Chief Executive
Officer of Premier Bank, from December 1991 until
April 1993. Immediately before that, Ms.
Lagomarsino was Executive Vice President and Chief
Financial Officer of Premier Bank beginning in
December 1990. From June 1990 until December 1990,
Ms. Lagomarsino was Senior Vice President, Budgets
and Financial Planning for City National Bank.
From April 1988 until June 1990, Ms. Lagomarsino
held the position of Senior Vice President and
Chief Financial Officer, Warner Center Bank.
Carl W. Raggio 42 Executive Vice President/Chief Credit Officer with
Ventura since September, 1994. Mr. Raggio was
Executive Vice President/Chief Operating Officer
and Director of CUB Funding Corporation from
July 1993 to June 1994. Prior to that, Mr. Raggio
was Executive Vice President and Chief Credit
Officer of California United Bank, N.A. from
October 1990 to July 1993, Senior Vice President
and Assistant Manager, Commercial Banking of
Mercantile National Bank from March 1990 to
October 1990.
</TABLE>
(continued below)
7
<PAGE>
<TABLE>
<CAPTION>
Position and Principal Occupation
Name Age For the Past 5 Years
---- --- ---------------------------------
<C> <C> <S>
Carol Ward 39 Chief Operating Officer of the Company, Ventura
and Frontier. Senior Vice President/General
Auditor from November 1993 to December 1994.
Ms. Ward was formerly Sr. Vice President/Director
of Risk Management at Community Bank from April
1990 to November 1993 and Vice President/General
Auditor at National Bank of Long Beach from 1988
to 1990.
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer. There were no other executive officers of the Company
whose salary and bonus exceeded $100,000 for fiscal year 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
-------------------------------------- ------------------------- --------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
--- --- --- ---- ---- ---- ------ ---- ----
Other
Annual Restricted Securities All Other
Compen- Stock Underlying LTIP Compen-
Name and Salary/(2)/ Bonus sation Awards Options/ Payouts sation
Principal Position Year (S) ($) ($) ($) SARs(#)(3) ($) ($)
- ------------------------------------- ---- ----------- ------ ----------- ---------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard S. Cupp, President, Chief 1994 $167,500 -- $9,000/(2)/ -- -- -- --
Executive Officer of the Company and 1993 87,252 -- 4,500/(2)/ -- 56,408 -- $578
Ventura 1992 N/A N/A N/A N/A N/A N/A N/A
</TABLE>
- -----------------------------
/(1)/ Amounts shown include cash and non-cash compensation earned and received
by executive officers as well as amounts deferred at the election of such
officers.
/(2)/ This amount represents auto allowances.
/(3)/ Reflects grant of options.
8
<PAGE>
The following table contains information concerning the exercise of Options
during the fiscal year ended December 31, 1994 and unexercised Options held by
the Chief Executive Officer as of December 31, 1994.
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
--- --- --- --- ---
Number of Value of
Securities Unexercised In-the-
Underlying Money
Options/SARs at Options/SARs at
12/31/94(#) 12/31/94 ($)
Shares Acquired on Value Realized/1/ Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable/1/ Unexercisable/2/
- --------------- ------------------ ----------------- ---------------- ----------------------
<S> <C> <C> <C> <C>
Richard S. Cupp None N/A 22,562/ N/A
22,565 N/A
</TABLE>
/1/ Options only. The Company has not granted any SARS.
/2/ Market value of underlying securities at time of exercise, minus the
exercise price
EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS
The Company's Board of Directors in 1993 approved an Employment Agreement
for Mr. Cupp which provides that he be employed by the Company for a period
commencing on July 15, 1993 and continuing for a three (3) year period from said
date unless sooner terminated. The Agreement further provides that should Mr.
Cupp be terminated during that period without cause he will be entitled to
receive severance payment in the amount of nine (9) months of his then current
annual salary. The Agreement also stipulates that Mr. Cupp, or his estate, will
be entitled to receive severance payment in an amount equal to nine (9) months
of his annual base salary in effect at said termination in the event of his
death or medical or legal disability.
The Company's Board of Directors in 1993 also approved the salary of, and a
benefit and salary continuation agreement for, Mr. Cupp which provides salary
and benefit continuation to said executive, at the rate in effect at the time of
the control change, for three years in the event there is a change in control of
the Company and the executive does not remain in the employment of the surviving
company or in the event the executive becomes disabled subsequent to the change
in control. The agreement is for a term of three years and is automatically
extended for an additional year on the anniversary date of the agreement unless
the Company gives notice to the executive that the agreement will not be
extended not later than ninety (90) days prior to said anniversary date.
The Company's Board of Directors approved an Employment Agreement for Ms.
Kellogg, which provides that she shall be employed by Frontier for a period of
one year commencing December 21, 1994, and shall automatically be renewed for
successive one-year terms unless sooner terminated. The Agreement further
provides that should Ms. Kellogg be terminated during the term without cause, or
in the event of her death or medical or legal disability, she, or her estate,
shall be entitled to receive severance payments in the amount of nine (9) months
of her then current annual base salary. Ms. Kellogg's agreement also provides
that, in the event of a change in ownership or control of Frontier and the
elimination or material change in Ms. Kellogg's position, she shall receive
twelve (12) months of her then current annual base salary. Ms. Kellogg's base
salary has been set at $125,000 with the opportunity to earn a bonus which is in
the sole discretion of the Frontier's Board of Directors. In addition, Ms.
Kellogg has been granted incentive stock options for 15,000 shares of the
Company's common stock.
The Company's Board of Directors approved an Employment Agreement for Mr.
Raggio, which provides that he shall be employed by Ventura at will, but should
Mr. Raggio be terminated without cause, or in the event of his death or medical
or legal disability, he, or his estate, shall be entitled to receive severance
payments in the amount of six (6) months of his then current annual base salary.
Mr. Raggio's agreement also provides that, in the event of a change in ownership
or control of Ventura, he shall receive six (6) months of his then current
annual base salary. Mr. Raggio's base salary has been set at $125,000 with
annual increases to be in the sole discretion of Ventura. In addition, Mr.
Raggio has been granted stock options for 10,000 shares of the Company's common
stock.
The Company's Board of Directors approved an Employment Agreement for
Simone Lagomarsino, which provides that she shall be employed for a period of
one year commencing March 27, 1995, and shall automatically be renewed for
successive one-year terms unless sooner terminated. The Agreement further
provides that should Ms. Lagomarsino be terminated during the term without
cause, or in the event of her death or medical or legal disability, she, or her
estate, shall be entitled to receive severance payments in the amount of six (6)
months of her then current annual base salary. Ms. Lagomarsino's agreement also
provides that, in the event of a change in ownership or control of the Company
and the elimination or material change in Ms. Lagomarsino's position, she shall
receive six (6) months of her then current annual base salary. Ms. Lagomarsino's
base salary has been set at $97,000. In addition, Ms. Lagomarsino has been
granted incentive stock options for 10,000 shares of the Company's common stock.
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COMPENSATION OF DIRECTORS
Directors' fees of $1,000 per board meeting are paid to each non-employee
director of the Company, except the Chairman who receives $1,500 per board
meeting. Directors attending special meetings and other standing committee
meetings which are held on a day other than the day of a regular board meeting
receive $100 per meeting. A director may elect to defer his or her directors'
fees into a custodial account for his or her benefit with Ventura. The deferred
fees are invested in a certificate of deposit account with Ventura with interest
paid at Ventura's one-year CD rate. The total amount of deferred fees are paid
to a director at the earlier of the end of five years from the date the fees
were first deferred or the date he or she ceases to be a director of the
Company.
Directors of the Company have ten year stock options under the Company's
1991 Stock Option Plan. The exercise price per share of each director option is
equal to 100% of the fair market value of a share of Common Stock as of the
grant date of such option. With the exception of the option for Mr. Cupp, the
options vest as to 25% of the total option each year with the first 25% vesting
on the anniversary date of the option grant. Mr. Cupp's stock option vests as to
20% of the total option each year, with the first 20% vesting as of the date of
grant on July 15, 1993.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Report of the Compensation Committee of the Board of Directors to
shareholders shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933 (the "Securities Act") or under the Exchange Act,
except to the extent that the Company specifically incorporates this information
by reference, and shall not otherwise be deemed filed under such Acts.
COMPENSATION COMMITTEE CHARTER
The Compensation Committee (the "Committee") of the Board of Directors for
the Company reviews policies and procedures established by the Company and the
banks which cover employee and director compensation and benefit programs, with
emphasis on senior level officers. The Compensation Committee has functional
accountability to the Board to assess and assure the banks' consistency in their
compensation policies and procedures and with competitive market practice. The
Committee will also review compliance with all Federal and State employment and
labor regulations. The Committee will meet on call by the Chairperson of the
Committee, and not less than quarterly during the calendar year.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:
Under the supervision and direction of the Compensation Committee of the
Board of Directors, the Company has developed and implemented compensation
policies, plans and programs which seek to enhance the profitability of the
Company, and thus shareholder value, by aligning closely the financial interests
of its shareholders with those of its officers and employees.
The Compensation Committee establishes the general compensation policies of
the Company, establishes the compensation plans and specific compensation levels
of the Chief Executive Officer ("CEO") and administers the Incentive Bonus Plan
and the Salary Continuation Plan. The 401(k)/Employee Stock Ownership Plan
("ESOP") is administered by an administrative committee appointed by the
Company's Board of Directors.
Both the Company's short-term and long-term incentive compensation plans
are constructed on foundations with direct, explicit links to Company
performance and the value received by shareholders.
The Compensation Committee believes that the compensation of its managing
officers should be heavily influenced by Company performance. A major element
of the compensation package is the Incentive Bonus Plan, which ties bonus
payments to officers with Company performance. Therefore, any payments made
under the Incentive Bonus Plan are conditioned on meeting certain goals relative
to return on equity.
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Each year the Compensation Committee evaluates the overall performance of
the Company and determines the maximum potential incentive award to be
distributed to the bonus pool. The Compensation Committee then reviews the CEO's
contribution to Company performance and provides the Board of Directors with its
recommendation on the amount of incentive award to be distributed to him. The
CEO assesses the performance of the other officers of the Company and its
subsidiaries and the contribution each has made to the Company's performance in
the prior year. He then recommends to the Board of Directors the amount of
incentive award distributable, if any to each officer. There were no
distributions pursuant to the Incentive Bonus Plan made in 1995 based on the
Company's performance for the year ended 1994, nor were any distributions made
in 1994 and 1993 based on the Company's performance in 1993 and 1992.
The Company currently has no policy on qualifying executive compensation
for deductibility under Section 162(m) of the Internal Revenue Code of 1986, as
amended, which in part, limits the deductability of compensation paid by a
public company to certain executives to $1,000,000 each for a tax year.
COMPENSATION PHILOSOPHY
In designing its compensation programs, the Compensation Committee adheres
to its belief that compensation should reflect the value created for
shareholders while supporting the Company's strategic goals. The Company's
compensation programs reflect the following key themes:
-- Compensation should be meaningfully related to the value created for
shareholders.
-- Compensation programs should support the short- and long-term strategic
goals and objectives of the Company
-- Compensation programs should reflect and promote the Company's values
and reward individuals for significant contributions to the Company's
success.
-- Short- and long-term compensation play a critical role in attracting
and retaining well-qualified employees.
-- While compensation opportunities should be based on individual
contribution, the actual amounts earned under incentive-based
compensation programs should be dictated solely by how the Company
performs.
PAY MIX AND MEASUREMENT
The Company's compensation programs are based on three components, each of
which is intended to serve the overall compensation philosophy.
Base Salary. Base salary is targeted at the competitive median for
comparably sized, California-headquartered banks and bank holding companies.
For the purposes of establishing these levels, the Company compares itself to a
selected group of institutions whose compensation packages are reported in a
variety of compensation surveys. These include the California State Banking
Department, the Bank Administration Institute and the California Bankers'
Association as well as a number of other independent surveys.
Annual Incentives. Annual incentives for officers are intended to reflect
the Company's belief that management's contribution to shareholders' return is
centered in both increased earnings and the development and maintenance of an
asset portfolio characterized by its overall quality and stability.
Accordingly, distributions from earnings, pursuant to the Incentive Bonus Plan,
to the incentive bonus pool are made only in those years when superior
profitability is demonstrated. Individual awards from the pool are based on the
CEO's assessment of such individual's overall contribution in his or her
position to the Company's profitability in the preceding year.
Long-Term Incentives. Long-term incentives are provided through the grant
of stock options to certain employees of the Company and its subsidiaries. Stock
options are granted at the market value prevailing on the date of grant and are
intended to retain and motivate employees to improve the Company's long-term
stock market performance as the options will have value only if the market price
of the underlying stock appreciates. The Committee does consider the
11
<PAGE>
number of executive officers' previously granted options when determining the
number of options to be granted. In 1994, stock options were granted to the
following executives:
Name Amount
---------------------- ------
Kathleen L. Kellogg 15,000
Carl Raggio 10,000
COMPENSATION OF EXECUTIVE OFFICERS
The salary of the CEO is reviewed by the Committee on an annual basis and
may be changed at that time based on: (1) the Committee's assessment and
evaluation of the CEO's contribution to the Company; and (2) changes in median
competitive pay levels.
Mr. Cupp joined the Company in July, 1993 and his first annual review took
place in July, 1994. His base salary was determined principally on the terms of
his Employment Agreement and was set at $167,500 for 1994. In evaluating Mr.
Cupp's performance in July, 1994, the Compensation Committee considered (1) the
economy, both state-wide and in the specific markets served by the Company's
subsidiary banks, (2) the overall quality of the subsidiaries loan portfolios
(as measured by the percent of nonperforming loans in each portfolio); (3) the
effect and extent of the Company's efforts at cost containment measures effected
through a number of expense reduction programs, (4) the Company's overall growth
as measured by total assets and the increase in total deposits and total loans
of each subsidiary, and (5) new programs, products and operating divisions
introduced during the previous year.
In evaluating each of the above areas, the Committee also subjectively
considered the CEO's consistent commitment to the long-term success of the
Company through development of new products, improved market share, increased
return on shareholders' equity and improvement in the Company's financial
condition.
Mr. Cupp is responsible for recommending the base salary of other executive
officers of the Company, as well as recommending the amount of bonus, if any,
each officer is entitled to receive.
Dated: March 15, 1995 THE COMPENSATION COMMITTEE
Zella A. Rushing, Chairperson
James B. Hussey, Member
Ralph R. Bennett, Member
Raymond Swift, Member
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1994, Mr. James B. Hussey, the Company's Chairman of the Board served as
a member of the Compensation Committee whose other members were Zella A. Rushing
and Ralph R. Bennett. There are no Compensation Committee interlocks between the
Company and other entities involving Company executive officers and Company
board members other than as described below.
Frontier uses Speedy Express Service for messenger services for itself and
its customers. Mr. James B. Hussey, the Company's Chairman of the Board owns
Great American Trading Co. Inc., the parent of Speedy Express Service. The
amount payable by Frontier to Speedy Express Service is dependent on the number
of customers served, number of messenger trips and extra messenger services
provided. The cost per month of the messenger service has been about $4,300.
Frontier started using Speedy Express Service in October, 1992. Management of
Frontier believes the terms of the messenger services provided by Speedy Express
Service are no less favorable to Frontier than could have been obtained from
unaffiliated parties.
12
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the Company's cumulative total
shareholder return on Common Stock with the return of the Nasdaq Composite Index
and a peer group constructed by the Company. The graph assumes $100 invested on
December 31, 1989 with all dividends fully reinvested. The peer group is the
same as last year's peer group, except that Commerce Bancorp and University
National Bank and Trust have been removed from the peer group because such
companies no longer exist.
The graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act or under the Exchange Act, except to the extent the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG VENTURA COUNTY NATIONAL BANCORP,
PEER GROUP AND NASDAQ STOCK MARKET - US
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period VENTURA COUNTY NASDAQ
(Fiscal Year Covered) NATIONAL BANCORP Peer Group STOCK MARKET - US
- ------------------- ---------------- ---------- -----------------
<S> <C> <C> <C>
Measurement Pt- 12/89 $100 $100 $100
FYE 12/90 $ 76 $ 85 $ 61
FYE 12/91 $ 47 $136 $ 44
FYE 12/92 $ 52 $159 $ 47
FYE 12/93 $ 29 $181 $ 53
FYE 12/94 $ 31 $177 $ 57
</TABLE>
The peer group is weighted according to the stock market capitalization for the
following stocks: CU Bancorp, California State Bank, Civic Bancorp, National
Mercantile Bancorp, Riverside National Bank, Sierra Tahoe Bancorp, Sunrise
Bancorp and Transworld Bancorp. The value of $100 invested on December 31, 1989
for the five year period ending on December 31, 1994, with all dividends fully
reinvested, was $177.00, $57.00 and $31.00 for the Nasdaq Composite Index, the
peer group and the Company respectively.
CERTAIN TRANSACTIONS
Some of the Company's directors and executive officers and their immediate
families as well as the companies with which they are associated are customers
of, or have had banking transactions with, Ventura and/or Frontier in the
ordinary course of Ventura's and Frontier's business, and Ventura and Frontier
expect to have banking transactions with such persons in the future. In
management's opinion, all loans and commitments to lend included in such
transactions were made in compliance with applicable laws on substantially the
same terms, including interest rates and collateral, as those prevailing for
comparable transactions with other persons of similar creditworthiness and, in
the opinion of management, did not involve more than a normal risk of
collectibility or present other unfavorable features.
13
<PAGE>
Ventura leases the premises for its Ventura Service Center from T&H
Enterprises, a partnership of which Mr. Hartman, a director of the Company is
the managing partner. The lease for such premises was entered into in April
1986 a term of 10 years. The current monthly rental is approximately $5,000 and
is subject to annual adjustment based on the consumer price index. Management of
Ventura believes that the terms of the least are no less favorable to Ventura
than could have been obtained from unaffiliated parties.
For a discussion of certain relationships between the Company and Mr. James
Hussey, a director of the Company, see "Compensation Committee Interlocks and
Insider Participation."
The Company has proposed to commence a Rights Offering to its existing
shareholders in the second quarter of 1995. All of the Bank's existing
shareholders, including the Bank's directors and executive officers, will have
the right to participate in the Rights Offering to the same extent as any other
shareholder. Furthermore, existing shareholders, including the Bank's directors
and executive officers, will have the right to subscribe for additional shares
of the Bank's Common Stock if some existing shareholders do not choose to
participate in the Rights Offering.
INDEPENDENT ACCOUNTANTS
The firm of Deloitte & Touche served as independent public accountants for
the Company, Ventura and Frontier through the year 1994. The Company is
currently in the process of selecting an audit firm to serve as the independent
public accountants for the Company in 1995. All services rendered by Deloitte &
Touche were approved by the Company's board of directors, which has determine
the firm of Deloitte & Touche to be independent. It is expected that one or
more representatives of Deloitte and Touche will be present at the Meeting and
will be given the opportunity to make a statement, and to respond to appropriate
questions.
SHAREHOLDER PROPOSALS
The deadline for shareholders to submit proposals to be considered for
inclusion in the Proxy Statement for the Company's 1996 Annual Meeting of
Shareholders is December 5, 1995. Such proposals must be in a form that complies
with the Company's bylaws and applicable regulations.
OTHER MATTERS
Management does not know of any matters to be presented at the meeting,
other than those set forth above. However, if other matters come before the
Meeting, it is the intention of the persons named in the accompanying proxy to
vote the shares represented by the Proxy in accordance with the recommendations
of management on such matters and discretionary authority to do so is included
in the Proxy.
VENTURA COUNTY NATIONAL BANCORP
Nancy Jackson, Secretary
Dated: April 6, 1995
The Annual Report to Shareholders which contains the consolidated financial
statements of the Company and its subsidiaries and the report thereon of
Deloitte & Touche for the fiscal year ended December 31, 1994 is being mailed
concurrently with this Proxy Statement to all shareholders as of the Record
Date.
A COPY OF THE COMPANY'S 1994 ANNUAL REPORT ON FORM 10-K INCLUDING FINANCIAL
STATEMENTS REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL
BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO MS. NANCY
JACKSON, CORPORATE SECRETARY, VENTURA COUNTY NATIONAL BANCORP, 500 ESPLANADE
DRIVE, OXNARD, CALIFORNIA 93030
14
<PAGE>
REVOCABLE PROXY REVOCABLE PROXY
VENTURA COUNTY NATIONAL BANCORP
ANNUAL MEETING OF STOCKHOLDERS--MAY 3, 1995
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder(s) of Ventura County National Bancorp (the
"Company") hereby nominates, constitutes and appoints Nancy Jackson and Simone
Lagomarsino, and each of them, the attorney, agent and proxy of the
undersigned, with full power of substitution, to vote all stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company (the "Meeting") to be held at The Radisson Suite Hotel at River
Ridge, 2101 W. Vineyard, Oxnard, California on Wednesday, May 3, 1995 at 6:00
p.m., and any adjournments thereof, as fully and with the same force and effect
as the undersigned might or could do if personally thereat, as follows:
1. ELECTION OF DIRECTORS.
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) [_] listed below [_]
Nominee and the year their term expires:
Michael Antin--1998 James M. Davis--1998 Raymond E. Swift--1998
(Instructions: To withhold authority to vote for any one or more nominees,
write that nominee's or nominees' name(s) in the space provided below)
2. OTHER BUSINESS. In their discretion, the proxyholders are authorized to vote
upon such other business as may properly come before the Meeting and any and
all adjournment or adjournments thereof.
FOR [_] AGAINST [_] ABSTAIN [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "FOR" THE ELECTION OF EACH OF THE
NOMINEES LISTED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS
PROXY SHALL BE VOTED BY THE PROXYHOLDERS IN ACCORDANCE WITH THE RECOMMENDATIONS
OF A MAJORITY OF THE BOARD OF DIRECTORS.
PLEASE SIGN AND DATE ON REVERSE SIDE
The undersigned hereby ratifies and confirms all that said attorneys and
proxyholders, or either of them, or their substitutes, shall lawfully do or
cause to be done by virtue hereof, and hereby revokes any and all proxies
heretofore given by the undersigned to vote at the Meeting. The undersigned
hereby acknowledges receipt of the Notice of the Meeting and the Proxy
Statement accompanying said notice.
Date:_________________________
----------------------------------
(Number of Shares)
----------------------------------
(Name of Stockholder, Printed)
----------------------------------
(Signature of Stockholder)
----------------------------------
(Name of Stockholder, Printed)
----------------------------------
(Signature of Stockholder)
(Please date this Proxy and sign
your name as it appears on your
stock certificate(s). Executors,
administrators, trustees, etc.,
should give their full titles.
All joint owners should sign.)
I (We) do [_] do not [_] expect
to attend the Meeting.
THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL NOMINEES UNLESS AUTHORITY
TO DO SO IS WITHHELD FOR ALL NOMINEES OR FOR ANY INDIVIDUAL NOMINEES. PLEASE
SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE PREPAID
ENVELOPE PROVIDED.
