<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
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 (S) 240.14a-11(c) or (S) 240.14a-12
SUMMIT BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
SUMMIT BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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>
SUMMIT BANCSHARES, INC.
1300 SUMMIT AVENUE FORT WORTH,
TEXAS 76102
_______________________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 2000
_______________________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Summit
Bancshares, Inc. (the "Corporation") will be held at Summit National Bank, 1300
Summit Avenue, Fort Worth, Texas on April 18, 2000 at 4:30 p.m., for the
following purposes:
1. To elect a Board of Directors of the Corporation consisting of ten
(10) persons.
2. To ratify the appointment by the Board of Directors of Stovall,
Grandey & Whatley as independent auditors of the Corporation for its
fiscal year ending December 31, 2000.
3. To transact such other business as may properly come before the Annual
Meeting of Shareholders or any adjournment or adjournments thereof.
Only those shareholders of record at the close of business on March 13,
2000, are entitled to notice of and to vote at the Annual Meeting of
Shareholders or at any adjournment or adjournments thereof.
IMPORTANT
---------
All shareholders are urged to sign, date and return as promptly as possible
the enclosed proxy in the enclosed postage-paid envelope. It is important that
as many shares as possible be represented at the Annual Meeting of Shareholders.
Any person executing the accompanying proxy may revoke it at any time prior to
the actual voting thereof by filing with the Secretary of the Corporation a
written revocation thereof or a duly executed proxy bearing a later date.
Consequently, whether or not you expect to be present, please execute and return
the enclosed proxy.
By Order of the Board of Directors,
/s/ Philip E. Norwood
Philip E. Norwood, Chairman of the Board
March 15, 2000
Fort Worth, Texas
<PAGE>
SUMMIT BANCSHARES, INC.
1300 SUMMIT AVENUE
FORT WORTH, TEXAS 76102
TELEPHONE (817) 336-6817
PROXY STATEMENT FOR ANNUAL
MEETING OF SHAREHOLDERS
To Be Held April 18, 2000
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of SUMMIT BANCSHARES, INC. (the "Board") to be used at
the Annual Meeting of Shareholders of SUMMIT BANCSHARES, INC. (the
"Corporation") to be held at Summit National Bank, 1300 Summit Avenue, Fort
Worth, Texas on April 18, 2000, at 4:30 p.m., and at any adjournment or
adjournments thereof. This Proxy Statement and accompanying proxy are being
mailed on or about March 15, 2000, to the shareholders of the Corporation.
The Corporation's Annual Report to Shareholders for the year ended December 31,
1999, is being furnished with this Proxy Statement to the shareholders of record
on March 13, 2000. The Annual Report to Shareholders does not constitute a part
of the proxy soliciting material.
GENERAL INFORMATION
The close of business on March 13, 2000, has been fixed as the record date
for determining the shareholders entitled to vote at the Annual Meeting of
Shareholders to be held on April 18, 2000.
The Annual Meeting of Shareholders has been called for the purposes of (i)
electing directors of the Corporation for the coming year, (ii) ratifying the
appointment by the Board of Stovall, Grandey & Whatley as independent auditors
of the Corporation for its fiscal year ending December 31, 2000, and (iii)
transacting such other business as may properly come before the Annual Meeting
of Shareholders or any adjournment or adjournments thereof.
Whether you can attend the meeting or not, your vote is important. Shares
can be voted at the meeting only if the owner is present or represented by
proxy. Accordingly, it is requested that you sign and return the enclosed proxy
in the envelope provided.
Any person executing the accompanying proxy may revoke it at any time prior
to the actual voting thereof by filing with the Secretary of the Corporation a
written revocation thereof or a duly executed proxy bearing a later date.
1
<PAGE>
The cost of soliciting proxies will be borne by the Corporation. The
solicitation will be made by mail. The Corporation will also supply brokerage
firms and other custodians, nominees and fiduciaries with such number of proxy
materials as they may require for mailing to beneficial owners, and will
reimburse them for their reasonable expenses in connection therewith. Certain
directors, officers and employees of the Corporation, not specifically employed
for the purpose, may solicit proxies, without remuneration therefore, by mail,
telephone, telegraph or personal interview.
OUTSTANDING SHARES AND VOTING RIGHTS
At the close of business on March 13, 2000, the record date for determining
the shareholders of the Corporation entitled to notice of and to vote at the
Annual Meeting of Shareholders, the Corporation had 6,430,485 shares of common
stock, $1.25 par value (the "Common Stock"), issued and outstanding.
The presence, in person or by proxy duly authorized in writing, of the
holders of a majority of the issued and outstanding shares of Common Stock of
the Corporation is necessary to constitute a quorum at the Annual Meeting of
Shareholders.
Each holder of shares of Common Stock will be entitled to one vote, in
person or by proxy, for each share of Common Stock of the Corporation owned of
record at the close of business on March 13, 2000. Cumulative voting for
directors is not permitted. Directors are elected by plurality vote and,
therefore, the ten (10) nominees receiving the highest number of affirmative
votes shall be elected as directors provided a quorum is present. The
affirmative vote of the holders of a majority of the shares of Common Stock of
the Corporation represented and voting at the annual meeting of shareholders is
required to ratify the appointment of Stovall, Grandey & Whatley as independent
auditors of the Corporation.
All shares represented at the Annual Meeting in person or by proxy shall be
counted in determining the presence of a quorum. Abstentions and broker non-
votes (shares held by a broker or nominee as to which a broker or nominee
indicates on the proxy that it does not have the authority, either express or
discretionary, to vote on a particular matter) are counted for the purpose of
determining the presence or absence of a quorum for the transaction of business
at the Annual Meeting but will not be considered part of the voting power
present with respect to any matter on which such shares are not voted.
2
<PAGE>
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
The bylaws of the Corporation provide that the Board shall be comprised of
not more than twenty-five (25) members and that each director shall be elected
to serve until the next Annual Meeting of Shareholders and until his successor
shall be elected and shall qualify. Any vacancies on the Board may be filled by
a majority vote of the Board and any director so elected shall hold office for
the unexpired term of his predecessor or until the next election of directors by
the shareholders of the Corporation.
The Board of Directors has set the number of directors at ten (10) and has
nominated the ten (10) persons named below for election to the Board of
Directors of the Corporation.
Names of the nominees for directors and other information about them appear
in the following table. All of the nominees are now directors of the
Corporation and have consented to serve if elected. If for any unforeseen
reason a nominee is unable to serve if elected, the persons named in the
accompanying proxy may exercise their discretion to vote for a substitute
nominee selected by the Board. However, the Board has no reason to anticipate
that any of the nominees will not be able to serve, if elected.
Name and Age of
Nominee; Years Principal Occupation for Past
Served as Director Five Years; Other Directorships
------------------ -------------------------------
Philip E. Norwood Mr. Norwood became Chairman of the Board of
Age 50 Summit Bancshares, Inc. and Chairman of Summit
Director Since 1984 Community Bank, N.A. in January 1998 and
President of Summit Community Bank, N.A. in
July 1994 and continues to serve in these
capacities. From October 1993 to January 1998
Mr. Norwood served as President and Chief
Executive Officer of the Corporation. He has
served as a director of the Corporation since
March 1984. Mr. Norwood served as a director
and senior officer of Alta Mesa National Bank
(currently a banking office of Summit Community
Bank, N.A.) from April 1981 to December 1995
and as a director of Summit Community Bank,
N.A. since January 1990. Mr. Norwood served as
a director of Summit National Bank from March
1983 to January 1996.
3
<PAGE>
Jeffrey M. Harp Mr. Harp became President of the Corporation in
Age 51 January 1998 and continues to serve in that
Director Since 1990 capacity. From October 1993 to January 1998 Mr.
Harp served as Chief Operating Officer and
Secretary of the Corporation. He served as
Executive Vice President of the Corporation
from December 1992 to January 1998, and
Treasurer from January 1990 to January 1998. He
has served as director of the Corporation since
January 1990. He has served as President of
Summit National Bank since January 1991. He has
served as a director and senior officer of
Summit National Bank since January 1990. He
served as a director of Alta Mesa National Bank
and Summit Community Bank, N.A. from January
1990 to January 1996.
D. Jerrell Farr Mr. Farr is President and Chief Executive
Age 65 Officer of FJW Co., Inc., a general contracting
Director Since 1999 firm operating in the commercial construction
industry and a company Mr. Farr founded in
1973. He has served as a director of Summit
National Bank since March 1998 and as a
director of Summit Community Bank, N.A. since
April 1999.
Elliott S. Garsek Mr. Garsek is an attorney with, and is Chairman
Age 51 of the Board of, the law firm of Barlow &
Director Since 1987 Garsek, a Professional Corporation. He has
served as a director of Summit Community Bank,
N.A. since June 1984 and as a director of
Summit National Bank since May 1999.
Ronald J. Goldman Mr. Goldman is President of Ronnie's LLC, a
Age 57 corporation engaged in retail sales of fine
Director Since 1984 wines and gourmet foods and is also presently
involved in personal investments. Mr. Goldman
has served as a director of Summit National
Bank since January 1975 and has served as a
director of Summit Community Bank, N.A. since
April 1981.
4
<PAGE>
F. S. Gunn On December 31, 1997 Mr. Gunn retired from the
Age 66 Corporation. From October 1993 to January 1998
Director Since 1979 Mr. Gunn served as Vice Chairman of the Board
of the Corporation and continues to serve on
the Board of the Corporation. Mr. Gunn has
served as Chairman of the Board of Summit
National Bank since January 1991. He has served
as a director of Summit National Bank since
January 1975. He served as a director of Alta
Mesa National Bank from March 1982 to January
1996 and as a director of Summit Community
Bank, N.A. from January 1990 to January 1996
and again since April 1999.
Robert L. Herchert Mr. Herchert has served as President and Chief
Age 57 Executive Officer of Freese & Nichols, Inc., a
Director Since 1998 consulting engineering company since 1991 and
has been employed by that firm since 1990 in
various executive capacities. Mr. Herchert has
served as a director of Summit Community Bank,
N.A. since April 1996 and as a director of
Summit National Bank since May 1999.
William W. Meadows Mr. Meadows has served as Executive Vice
Age 47 President of Wm. Rigg Insurance Co., an
Director Since 1991 insurance agency, since 1986, and has been
employed by that company since 1976 in various
executive capacities. Mr. Meadows has served as
a director of Summit Community Bank, N.A. since
June 1984 and as a director of Summit National
Bank since May 1999.
5
<PAGE>
James L. Murray On December 31, 1997 Mr. Murray retired from
Age 67 the Corporation. From January 1985 to January
Director Since 1979 1998 Mr. Murray served as Chairman of the Board
of the Corporation and continues to serve on
the Board of the Corporation. From January 1990
to January 1998 Mr. Murray served as Chairman
of the Board of Summit Community Bank, N.A. and
continues to serve on this Board. He has served
as a director of Summit Community Bank, N.A.
since April 1985. Additionally, Mr. Murray was
a director of Alta Mesa National Bank from
April 1981 to April 1985. He was reelected to
the Board of Directors of Alta Mesa National
Bank in January 1990 and served until January
1996. Mr. Murray served as a director of Summit
National Bank from January 1975 to January 1996
and again since May 1999.
Byron B. Searcy Mr. Searcy has served as President of Kelly,
Age 64 Geren, & Searcy, Inc. a corporation engaged in
Director Since 1984 the real estate brokerage business in Fort
Worth, Texas, or its predecessor company, since
1962. Mr. Searcy has served as a director of
Summit National Bank since January 1975 and
served as a director of Alta Mesa National Bank
from April 1981 to March 1997 when he became a
director of Summit Community Bank, N.A.
No family relationships exist among the named Executive Officers and
directors of the Corporation. No director of the Corporation is a director of
any other 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 that Act or of any company registered as an
investment company under the Investment Corporation Act of 1940, as amended.
6
<PAGE>
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION AS DIRECTORS
OF THE TEN (10) PERSONS NAMED ABOVE.
BOARD OF DIRECTORS
Directors are elected annually by the shareholders of the Corporation for
one year and hold office until their successors are elected and have qualified.
Various meetings of the Board are held each year, including an annual meeting
following the conclusion of the Annual Meeting of Shareholders. The Board has
established an Executive Committee, an Audit Committee, a Compensation and
Benefits Committee (the "Compensation Committee"), an Asset/Liability Management
Committee (the "ALCO Committee"), and a Nominating Committee.
Executive Committee
Members: Elliott S. Garsek (Chairman), Ronald J. Goldman, F. S. Gunn,
Jeffrey M. Harp, William W. Meadows, James L. Murray, Philip E. Norwood and
Byron B. Searcy.
The Executive Committee, during intervals between meetings of the Board,
has the authority to exercise all the powers of the full Board other than
matters coming specifically within the purview of other committees of the Board
and certain extraordinary corporate matters.
Audit Committee
Members: Robert L. Herchert (Chairman), D. Jerrell Farr and Byron B.
Searcy.
The functions of the Audit Committee are to (i) meet with the independent
auditors of the Corporation to review the annual audit and its results, (ii)
review internal audit controls and procedures of the Corporation and its
subsidiaries, Summit National Bank and Summit Community Bank, N.A. (collectively
referred to as the "Subsidiary Banks"), and Summit Bancservices, Inc., and (iii)
make recommendations to the Board as to the engagement of the independent
auditors of the Corporation.
Compensation and Benefits Committee
Members: William W. Meadows (Chairman), Ronald J. Goldman, F. S. Gunn,
Robert L. Herchert and James L. Murray.
The function of the Compensation Committee is to make recommendations to
the Board with regard to the remuneration of the executive officers and
directors of the Corporation and the Subsidiary Banks. The Compensation
Committee is also responsible for the administration of the Incentive Stock
Option Plans, the 401(k) Plan, the Management Security Plan and the Performance
Compensation Plans of the Corporation. See "EXECUTIVE COMPENSATION AND OTHER
INFORMATION."
7
<PAGE>
Asset/Liability Management Committee
Members: Philip E. Norwood (Chairman), D. Jerrell Farr, Ronald J. Goldman,
F.S. Gunn, Jeffrey M. Harp and James L. Murray.
The functions of the Asset/Liability Management Committee are to review the
implementation of the Corporation's asset and liability management functions and
assure that those functions are carried out in a workable and productive
fashion. The Committee is also responsible for monitoring asset and liability
management objectives while working within the range of operating guidelines set
forth in the Asset/Liability Management Policy.
Nominating Committee
Members: Byron B. Searcy (Chairman), Ronald J. Goldman, Jeffrey M. Harp,
William W. Meadows and Philip E. Norwood.
The function of the Nominating Committee is to make recommendations to the
Board with the regard to prospective new members of the Board of Directors.
Directors' Compensation
During 1999 the Corporation paid each of its directors $100 for attendance
at each meeting of the Board and each committee meeting thereof until December,
1999 at which time payment increased to $200 per committee meeting attended. In
addition, each director was paid a quarterly retainer of $500. The Corporation
paid a total of $28,400 in directors' fees and $16,050 in committee fees during
1999.
During 1999 Summit National Bank paid each of its directors $300 for
attendance at a meeting of the Board of Directors and $100 for attendance at
each committee meeting thereof until December, 1999 at which time payment
increased to $200 per committee meeting attended. Summit National Bank paid a
total of $33,600 in directors' fees and $25,000 in committee fees during 1999.
During 1999 Summit Community Bank, N.A. paid each of its directors $300 for
attendance at a meeting of the Board of Directors and $100 for attendance at
each committee meeting thereof until December, 1999 at which time payment
increased to $200 per committee meeting attended. Summit Community Bank, N.A.
paid a total of $51,650 in directors' fees and $74,400 in committee fees during
1999.
Attendance at Board and Committee Meetings
During 1999 there were eight (8) meetings (including regularly scheduled
and special meetings) of the Board, twelve (12) meetings of the Executive
Committee, two (2) meetings of the Audit Committee, four (4) meetings of the
ALCO Committee, one (1) meeting of the Nominating Committee and four (4)
meetings of the Compensation Committee. Each director attended at least
seventy-five percent (75%) of the total number of meetings of the Board and
Committees of the
8
<PAGE>
Board of which he was a member during 1999 with the exceptions of D. Jerrell
Farr, Ronald Goldman, William Meadows and James Murray.
PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval by the shareholders, the Board has selected the firm of
Stovall, Grandey & Whatley, Certified Public Accountants, as independent
auditors of the Corporation for its fiscal year ending December 31, 2000.
Stovall, Grandey & Whatley has acted in such capacity for the Corporation since
1979 and has reported that neither the firm nor any of its partners has any
material direct or indirect financial interest in the Corporation, other than as
independent auditors.
Representatives of Stovall, Grandey & Whatley will be present at the Annual
Meeting of Shareholders with the opportunity to make a statement if they desire
to do so and are expected to be available to respond to appropriate questions.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE
APPOINTMENT OF STOVALL, GRANDEY & WHATLEY AS INDEPENDENT AUDITORS OF THE
CORPORATION.
9
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
By Management
The following table shows beneficial ownership of shares of Common Stock of
the Corporation by each current director and Named Executive Officers,
individually, and, together with all current executive officers of the
Corporation, as a group, at March 13, 2000.
<TABLE>
<CAPTION>
Amount and
Name of Beneficial Nature of Percent
Owner or Number Beneficial of
of Persons in Group Ownership/(1)/ Class/(2)/
------------------- ------------- ----------
<S> <C> <C>
Philip E. Norwood 165,730 shares/(3)/ 2.6%
Jeffrey M. Harp 144,500 shares/(4)/ 2.2%
D. Jerrell Farr 11,000 shares *
Elliott S. Garsek 43,700 shares/(5)/ *
Ronald J. Goldman 265,828 shares/(6)/ 4.1%
F. S. Gunn 277,128 shares/(7)/ 4.3%
Robert L. Herchert 3,070 shares *
William W. Meadows 17,474 shares/(8)/ *
James L. Murray 151,126 shares 2.3%
Bob G. Scott 41,400 shares/(9)/ *
Byron B. Searcy 41,740 shares/(10)/ *
All directors and 1,162,696 shares/(11)/ 17.9%
executive officers as
a group (11 persons)
</TABLE>
__________________________________________
* Less than one percent (1%) of all of the issued and outstanding shares of
Common Stock.
(1) Based on information furnished by persons named and, except as otherwise
indicated below, each person has sole voting power and investment power
with respect to all shares of Common Stock owned by such person.
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<PAGE>
(2) Based on 6,480,485 shares of Common Stock issued and outstanding as of
March 13, 2000, as adjusted for options exercisable within sixty (60) days
of March 13, 2000 which are deemed outstanding for those shareholders who
hold such options, pursuant to Rule 13d-3(d)(1) under the Securities
Exchange Act of 1934.
(3) Includes 161,954 shares of Common Stock owned of record and 3,776 shares of
Common Stock owned by Mr. Norwood's children.
(4) Includes 115,700 shares of Common Stock owned of record; 14,800 shares of
Common Stock owned by Mr. Harp's children in a Trust; and 14,000 shares of
Common Stock which Mr. Harp has the right to acquire within sixty (60) days
of March 13, 2000 pursuant to options granted to him under the 1993 Stock
Plan. See "EXECUTIVE COMPENSATION AND OTHER INFORMATION - Option Exercises
and Holdings."
(5) Includes 41,700 shares of Common Stock owned of record and 2,000 shares of
Common Stock owned by Mr. Garsek's children.
(6) Includes 265,820 shares of Common Stock owned of record and eight (8)
shares of Common Stock owned by Mr. Goldman's son.
(7) Includes 197,000 shares of Common Stock owned of record and 80,128 shares
of Common Stock held by a trust for which Mr. Gunn serves as a co-trustee.
(8) Includes 16,948 shares of Common Stock owned of record and 526 shares of
Common Stock held in trust for the benefit of Mr. Meadows' children.
(9) Includes 5,400 shares of Common Stock owned of record and 36,000 shares of
Common Stock which Mr. Scott has the right to acquire within sixty (60)
days of March 13, 2000 pursuant to options granted to him under the 1993
Stock Plan. See "EXECUTIVE COMPENSATION AND OTHER INFORMATION - Option
Exercises and Holdings."
(10) Includes 40,500 shares of Common Stock owned of record and 1,240 shares of
Common Stock owned by Mr. Searcy's wife.
(11) Includes 50,000 shares of Common Stock with respect to which certain named
Executive Officers of the Corporation have the right to acquire beneficial
ownership within sixty (60) days of March 13, 2000 pursuant to options
granted to them under the 1993 Stock Plan. See "EXECUTIVE COMPENSATION AND
OTHER INFORMATION - Option Exercises and Holdings."
11
<PAGE>
By Others
As of March 13, 2000 there were no known beneficial owners of more than
five percent (5%) of the outstanding shares of Common Stock.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's executive officers, directors, and persons who own more than ten
percent (10%) of a registered class of the Corporation's equity securities to
file reports of ownership with the Securities and Exchange Commission.
Based upon a review of Forms 3, 4 and 5 and amendments thereto furnished to
the Corporation, to the best knowledge of management of the Corporation, during
1999 no directors, officers, or ten percent (10%) beneficial shareholder of
Common Stock of the Corporation failed to timely file with the Securities and
Exchange Commission one or more required reports on Form 3, 4 or 5 regarding
transactions in securities of the Corporation.
12
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning
compensation paid or accrued by the Corporation and its subsidiaries, to or on
behalf of the three most highly compensated executive officers of the
Corporation, who are the only executive officers of the Corporation, (determined
as of the end of the last fiscal year) (referred to in this Proxy Statement as
the "Named Executive Officers") for the fiscal years ended December 31, 1997,
1998 and 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and Annual Compensation All Other
Principal Position Salary Bonus Compensation
as of December 31, 1999 Year ($)/(1)/ ($)/(2)/ ($)/(3)/
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Philip E. Norwood 1999 $ 226,200 $34,198/(4)/ $3,482/(7)/
Chairman of the Board 1998 $ 207,792 $43,282/(4)/ $3,114/(8)/
of the Corporation 1997 $ 200,450 $43,495/(4)/ $3,174/(9)/
Jeffrey M. Harp 1999 $ 224,550 $46,404/(5)/ $ 504
President of the Corporation 1998 $ 199,550 $52,155/(5)/ $ 864
1997 $ 191,600 $38,384/(5)/ $ 464
Bob G. Scott 1999 $ 125,000 $17,831/(6)/ $ 504
Executive Vice President and Chief 1998 $ 116,480 $22,442/(6)/ $2,106
Operating Officer of the Corporation 1997 $ 112,000 $22,427/(6)/ $1,200
</TABLE>
_____________
(1) Includes salary and directors' fees, if applicable.
(2) The bonus amounts were paid pursuant to the Corporation's Performance
Compensation Plans. (See detailed discussion beginning on page 18 of this
Proxy Statement under "Board Compensation and Benefits Committee Report on
Executive Compensation"). The amounts for 1999 were in recognition of
achievements performed in 1998. The amounts for 1998 were in recognition
of achievements performed in 1997. The amounts for 1997 were in
recognition of achievements performed in 1996.
(3) Except as otherwise noted, "All Other Compensation" consists of premium
payments with respect to term life insurance for the benefit of the Named
Executive Officer.
(4) Consists of a bonus from Summit Community Bank, N.A. in the amount of
$34,198 in 1999 and $24,397 from the Corporation and $18,885 from Summit
Community Bank, N.A. in 1998 and $9,969 from the Corporation and $33,526
from Summit Community Bank, N.A. in 1997.
(5) Consists of a bonus from Summit National Bank in the amount of $ 46,404 in
1999, $18,125 from the Corporation and $34,030 from Summit National Bank in
1998 and $38,384 from Summit National Bank in 1997.
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<PAGE>
(6) Consists of a bonus from the Corporation.
(7) Consists of premium payments with respect to term life insurance in the
amount of $504 and premium payments with respect to dependent health
coverage for the benefit of the named executive officer in the amount of
$2,978.
(8) Consists of premium payments with respect to term life insurance in the
amount of $522 and premium payments with respect to dependent health
coverage for the benefit of the named executive officer in the amount of
$2,592.
(9) Consists of premium payments with respect to term life insurance in the
amount of $464 and premium payments with respect to dependent health
coverage for the benefit of the named executive officer in the amount of
$2,710.
Option Exercises and Holdings
The following table provides information with respect to the named
executive officers concerning the exercise of stock options during the last
fiscal year and unexercised stock options held as of the end of December 31,
1999:
AGGREGATED OPTION EXERCISES
IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
December 31, 1999(#) December 31, 1999($)
--------------------------------------------
Shares
Acquired on Value Realized Exercisable/ Exercisable/
Name Exercise (#) ($)/(1)/ Unexercisable Unexercisable/(2)/
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Philip E. Norwood -0- $ -0- 40,000/-0-/(3)/ $620,000/-0-
Jeffrey M. Harp 18,000 $261,000 28,000/-0-/(3)/ $434,000/-0-
Bob G. Scott 1,200 $ 15,750 36,000/-0-/(4)/ $504,000/-0-
</TABLE>
_____________________
(1) Market value of underlying securities at exercise, minus the exercise
price.
(2) Market value of underlying securities as of December 31, 1999 ($18.50),
minus the exercise price. These values, unlike the amounts set forth in
the column headed, "Value Realized", have not been, and may never be,
realized. The underlying options have not been, and may not be, exercised.
Actual gains, if any, on exercise will depend on the value of the Company's
stock on the date of exercise. There can be no assurance that the value
shown will be realized.
14
<PAGE>
(3) These options are exercisable at $3.00 per share.
(4) These options are exercisable at $4.50 per share.
Pension Plan
The Corporation has provided benefits under a qualified defined benefit
pension plan (the "Pension Plan") since 1977. In 1997, the Corporation decided
to no longer provide this benefit but instead to provide a 401(k) plan which was
organized effective December 1, 1997. Therefore, effective August 31, 1998,
participants no longer accrued benefits under the defined benefit plan and
effective April 15, 1999, the defined benefit plan was terminated. In August
1999 the assets held in trust for the plan participants were distributed. The
distribution of assets were made following the requirements of the Pension Plan
and with the approval of the Internal Revenue Service and the Pension Benefit
Guaranty Corporation.
401(k) Plan
Effective December 1, 1997, the Corporation established a contributory plan
pursuant to Internal Revenue Code Section 401(k) covering substantially all
employees (the "401-K Plan"). Each year the Corporation determines, at its
discretion, the amount, if any, of matching contributions. In 1997, 1998 and
1999, the Corporation did not make any matching contributions. For 2000 the
Board of Directors has approved matching contributions of 100% of a participants
deferral of annual compensation up to and including 6% of annual compensation.
Management Security Plan
Effective September 1, 1992 the Board adopted the Management Security Plan
of Summit Bancshares, Inc. (the "Security Plan"). The purpose of the Security
Plan is to provide specified benefits to a select group of management and highly
compensated employees, including the Corporation's executive officers who
contribute materially to the continued growth, development and future business
success of the Corporation and the Subsidiary Banks. The Security Plan, and the
individual agreements established thereunder (each a "Security Plan Agreement"),
are intended to be administered by the Compensation Committee as unfunded
welfare benefit plans established and maintained for the participants.
Under the Security Plan, if a participant remains an employee until his or
her normal retirement date, the Corporation shall pay to the participant a
retirement benefit in the amount specified in the participant's Security Plan
Agreement (the "Retirement Benefit"). Payment of the Retirement Benefit under
the Security Plan shall begin on the normal retirement date and will continue
for one hundred eighty (180) months. If a participant continues employment
beyond his or her normal retirement date, the Compensation Committee shall
specify the amount of the Retirement Benefit due to the participant upon
retirement, which shall not be less than the Retirement Benefit such participant
would otherwise have received had the participant retired at normal retirement
age.
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<PAGE>
If a participant dies after retirement but before the applicable Retirement
Benefit is paid in full, the unpaid Retirement Benefit payments to which that
participant is entitled shall continue and be paid to the participant's
beneficiary. No Death Benefit will be paid to the beneficiary of a participant
who dies after attaining normal retirement age.
Under the Security Plan, if a participant dies prior to attaining normal
retirement age and the Security Plan is in effect at that time, the Corporation
will pay a death benefit to such participant's beneficiary, provided the
participant was not retired, disabled or on an authorized leave of absence at
the time of death (the "Death Benefit").
The Death Benefit is (i) a sum equal to one hundred percent (100%) of the
participant's covered salary, an amount specified in the Security Plan
Agreement, paid monthly for the first twelve (12) months after death, and (ii)
fifty percent (50%) of the covered salary for the next one hundred eight (108)
months. The payments commence on the first day of the month following the date
of death.
A participant who ceases to be an employee after enrollment in the Security
Plan, unless such termination is for just cause (defined in the Security Plan as
theft, fraud, embezzlement or willful misconduct causing significant property
damage to the Corporation or personal injury to another employee) or has less
than five (5) years of employment from date of enrollment in the Security Plan
or employment, shall receive all or a pro-rated portion of the benefit of the
Retirement Benefit provided in the Security Plan upon the earlier of the
participant's death or attainment of normal retirement age (the "Deferred
Termination Benefit"). Any increase in benefit from that first established at
date of entering the Security Plan would be prorated relative to the years
employed under the Security Plan to the maximum years that could be served to
retirement. Should a participant be terminated for just cause or not remain
employed at least five (5) years from enrollment in the Security Plan, such
participant will not be eligible for benefits. Mr. Norwood and Mr. Harp have
met the requirement of service and are eligible to receive the full benefits.
A Security Plan Agreement may be terminated by the participant upon written
notice not less than thirty (30) days prior to an anniversary date of the date
of execution of the Participant's Security Plan Agreement. In such case a
participant's entitlement to receive the Death Benefit will cease, but the
participant will still be entitled to receive the Deferred Termination Benefit.
The Security Plan may be terminated by the Corporation at any time provided
thirty (30) days notice is given to the participant and provided no payment of
benefits has been commenced and not completed.
In the event the Corporation undergoes a change of control, as defined in
the Security Plan, and the surviving corporation takes action to terminate the
Security Plan or a specific Security Plan Agreement as a result of the change in
control, the participant will, nevertheless, be entitled to receive the
Retirement Benefit, the Death Benefit, or the Deferred Termination Benefit as
described in the Security Plan.
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The Corporation has entered into Security Plan Agreements with the following
executive officers:
<TABLE>
<CAPTION>
Participant and Retirement
Position as of Date of Death Benefits Benefit
December 31, 1999 Agreement Year 1 Years 2-10 Years 1-15
----------------- --------- ------ ---------- ----------
(per year) (per year)
<S> <C> <C> <C> <C>
Philip E. Norwood Jan. 1, 1995 $180,500 $90,250 $72,000
Chairman of the Board
Jeffrey M. Harp Jan. 1, 1995 187,300 93,650 72,000
President
Bob G. Scott Sept. 1, 1995 112,000 56,000 36,000
Executive Vice President &
Chief Operating Officer
</TABLE>
Amounts payable under the Security Plan shall be paid exclusively from the
general assets of the employer. However, under the Security Plan, the
Corporation may invest in any specific asset or fund in order to provide the
means for the payment of any benefits under the Security Plan. Security Plan
participants will have no interest whatsoever in any such fund or asset. The
Corporation has purchased life insurance policies insuring the lives of the
individual participants with the Corporation as owner, premium payor and
beneficiary of each policy, in order to indemnify itself against the liability
for the payment of any benefits under the Security Plan. The face or policy
value of these policies are as follows:
Policy
Participant Amount
- ----------- ------
Philip E. Norwood 862,939
Jeffrey M. Harp 1,009,407
Bob G. Scott 842,957
Board Compensation and Benefits Committee Report on Executive Compensation
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
report and the Performance Graph shall not be incorporated by reference into any
such filings.
As of December 31, 1999, the Compensation and Benefits Committee (the
"Committee") is comprised of the following non-employee members of the Board:
William W. Meadows (Chairman), Ronald J. Goldman, F.S. Gunn, Robert L. Herchert
and James L. Murray. Among other duties, the Committee makes recommendations to
the Board with regard to the remuneration of the executive officers and
directors of the Corporation and the Subsidiary Banks.
Compensation Philosophy. The Corporation's executive compensation policy
incorporates the fundamental principle that executive compensation should be
linked directly to corporate performance and increases in shareholder value,
while concurrently ensuring that key employees are
17
<PAGE>
motivated and retained. The following objectives set forth the Committee's
general guidelines for compensation decisions:
- The Corporation must provide a competitive total compensation package
that enables the Corporation to attract and retain key executives.
- All of the Corporation's compensation programs must be integrated with
the Corporation's annual and long-term business objectives so that
executives remain focused on the fulfillment of these objectives.
- The Corporation's compensation package must include a variable component
that directly links compensation with the overall performance of the
Corporation, thereby expressly aligning executive compensation with the
interest of shareholders.
Elements of Executive Compensation. The Committee regularly reviews the
Corporation's compensation programs to ensure that remuneration levels and
incentive opportunities are competitive and reflect performance. The various
components of the compensation programs for executive officers are discussed
below.
(i) Base Salary. Base salary levels are largely determined through
comparison with banking organizations of a size similar to the Corporation's.
Surveys are utilized to establish base salaries that are within the range of
those persons holding positions of comparable responsibility at other banking
organizations of a size and complexity similar to the Corporation. Actual base
salaries also are intended to reflect individual performance contributions as
determined through performance evaluations. In addition to individual job
performance and the above-referenced market comparisons, other factors may be
taken into consideration, such as cost of living increases as well as an
individual's perceived potential with the Corporation. All executive officer
base salary levels, which are reviewed annually, are considered by the Committee
to be competitive and within a necessary and reasonable range.
(ii) Performance Compensation Plan. The Board has approved Performance
Compensation Plans (the "Plans") for use within the Corporation and its
subsidiaries. The Plans are administered by the Committee. The objective of
the Plans is to create competitive levels of compensation tied directly to the
attainment of performance objectives which the Committee believes are important
for achieving long-term shareholder value. The Plans reward all employees based
on the attainment of certain goals of the Corporation and/or its individual
subsidiaries. The executive officers of the Corporation are eligible to
participate at the same level as all employees in relationship to their
respective base salaries. In addition, the executive officers through a related
program earn additional compensation for achievement of those goals. The
Committee annually determines the executive officers eligible to participate in
the supplemental program of the Plan and the potential awards to be made for
various levels of achievement under the Plan. The performance goals effective
for 1999 included specific goals for growth, profits, asset quality and
operational productivity or return on equity. In 1999, Philip E. Norwood,
Jeffrey M. Harp and Bob G. Scott participated in the supplemental program for
executive officers of the Corporation.
All awards under the Plans are contingent on the Corporation and the
subsidiaries attaining certain basic financial objectives such as return on
assets and/or return on equity. For the most
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<PAGE>
senior executives a portion of each years annual reward is deferred and held by
the Corporation for payment at a later date. Under the Plan the deferral period
is two years. The accumulated deferred payments may be reduced because of less
than satisfactory performance in any one year.
(iii) Stock Options. In 1993 the Board adopted the 1993 Incentive Stock
Option Plan of Summit Bancshares, Inc. which was ratified by the shareholders of
the Corporation at the 1993 annual meeting. In 1997 the Board adopted the 1997
Incentive Stock Option Plan of Summit Bancshares, Inc. which was ratified at the
1997 annual meeting. It is the Corporation's philosophy that awarding incentive
stock options to officers of the Corporation and the Subsidiary Banks based upon
their respective positions and contributions to the Corporation's and each
Subsidiary Bank's overall success will help attract and retain high quality,
results-oriented professionals committed to creating long-term shareholder
value. The activity for 1999 of these plans can be found in Note 12 to the
Financial Statements in the Annual Report to Shareholders.
(iv) Management Security Plan. Certain executive officers of the
Corporation and its Subsidiary Banks participate in a Management Security Plan
that was approved by the Board of Directors of the Corporation in 1992 and is
administered by the Committee. This plan is more fully described in this proxy
statement beginning on page 15.
Through the programs described above, a significant portion of the
Corporation's executive compensation program is linked directly to individual
and corporate performance and long-term shareholder return. The Committee will
continue to review all elements of executive compensation to ensure that the
total compensation program, and each element therein, meets the Corporation's
objectives and philosophy, as discussed above.
1999 Compensation of the Chairman of the Board
Mr. Norwood serves as the Chairman of the Board of the Corporation and as
the president and chief executive officer of Summit Community Bank, N.A. Mr.
Norwood's 1999 base salary was established by the Board of the Corporation on
the Committee's recommendation, which was based on a survey of peer group
institutions. Mr. Norwood participates in the Performance Compensation Plan at
the all employee level and the executive officer level. Based on the 1999
performance of the Corporation and/or it's subsidiaries, he earned an award of
$40,134 of which 40% was from the supplemental executive program. Also, 20% of
the earned award is deferred for a period of two years. The award, net of the
deferral and appropriate taxes, was paid in January 2000. This performance
award was equal to 15% of Mr. Norwood's 1999 base salary.
In April 1993 the Committee granted options to the executive officers of
the Corporation and the Subsidiary Banks under the Stock Plan. At that time Mr.
Norwood was granted an option to purchase 80,000 shares at a price of $3.00 per
share (adjusted for stock splits). These options vested rateably in 1993, 1994
and 1995. The Committee based its decision on the Corporation's improved
performance, including net income, return on assets, reduction in classified and
non-performing assets and improved expense control. No stock options were
granted to Mr. Norwood in 1999.
19
<PAGE>
December 31, 1999 THE COMPENSATION AND BENEFITS COMMITTEE OF
THE BOARD OF DIRECTORS
William W. Meadows, Chairman
Ronald J. Goldman
F. S. Gunn
Robert L. Herchert
James L. Murray
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee of the Board of Directors of the
Corporation as it was constituted in 1999 was an officer or employee of the
Corporation or any of its subsidiaries, or, except for Mr. Murray and Mr. Gunn,
the retired Chairman and Vice Chairman of the Board of Directors of the
Corporation, was formerly an officer of the Corporation or any of its
subsidiaries or had any relationships requiring disclosure by the Corporation
under Item 404 of Regulation S-K. During 1999 no executive officer of the
Corporation (i) served as a member of the compensation committee (or other board
committee performing equivalent functions) of another entity, one of whose
executive officers served on the Compensation Committee of the Corporation, (ii)
served as a director of another entity, one of whose executive officers served
on the Compensation Committee of the Corporation, or (iii) was a member of the
compensation committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers served as a
director of the Corporation.
20
<PAGE>
Performance Graph
The following graph compares the cumulative total shareholder return on the
Common Stock of the Corporation with that of the CRSP Total Return Index ("Total
Return") for The Nasdaq Stock Market (US) Index, a broad market index published
by the Center for Research in Security Prices at the University of Chicago, and
the NASDAQ Bank Stocks Index ("Bank Stock"), a bank industry stock index also
published by the Center for Research in Security Prices at the University of
Chicago. The comparison for each of the periods assumes that $100 was invested
on December 31, 1994 in each of the Common Stock of the Corporation, the stocks
included in the CRSP Total Return Index for The NASDAQ Stock Market (US) Index
and the NASDAQ Bank Stocks Index. These indexes, which reflect formulas for
dividend reinvestment and weighing of individual stocks, do not necessarily
reflect returns that could be achieved by individual investors.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG THE CORPORATION, THE CRSP TOTAL RETURN INDEX
FOR THE NASDAQ STOCK MARKET (US) INDEX,
AND THE NASDAQ BANK STOCKS INDEX
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
At December 31, 1994 1995 1996 1997 1998 1999
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Summit Bancshares, Inc. $100.00 $162.81 $231.08 $430.99 $385.59 $392.22
- -----------------------------------------------------------------------------------------------
Total Return $100.00 $141.34 $173.89 $213.07 $300.25 $542.43
- -----------------------------------------------------------------------------------------------
Bank Stocks $100.00 $149.00 $196.73 $329.39 $327.12 $314.42
- -----------------------------------------------------------------------------------------------
</TABLE>
21
<PAGE>
CERTAIN TRANSACTIONS
Loans
Certain of the officers, directors and principal shareholders (and their
affiliates) of the Corporation and the Subsidiary Banks have deposit accounts
and other transactions with the Subsidiary Banks, including loans in the
ordinary course of business. All loans or other extensions of credit made by
the Subsidiary Banks to officers, directors and principal shareholders of the
Corporation and the Subsidiary Banks, and to affiliates of such persons, were
made in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with independent third parties and did not involve more
than the normal risks of collectibility or present other unfavorable features.
The Subsidiary Banks expect to continue to enter into such transactions in
the ordinary course of business on similar terms with officers, directors and
principal shareholders (and their affiliates) of the Corporation and the
Subsidiary Banks.
Other Transactions
During the year ended 1999 the Corporation and Summit Community Bank, N.A.
retained Barlow & Garsek, a Professional Corporation, to perform legal services
on behalf of each. Elliott S. Garsek, a director of the Corporation, is a
shareholder of Barlow & Garsek. Also in 1999, the Corporation and its
subsidiaries engaged Kelly, Geren & Searcy as real estate brokers or advisors on
certain real estate transactions. Byron B. Searcy, a director of the
Corporation, is the President and a shareholder of Kelly, Geren & Searcy.
ACTION TO BE TAKEN UNDER THE PROXY
The accompanying proxy will be voted "FOR" election of the nominees for
director and Proposal No. 2 unless the proxy is marked in such a manner as to
withhold authority to so vote.
The accompanying proxy will also be voted in connection with the
transaction of such other business as may properly come before the Annual
Meeting of Shareholders, or any adjournment or adjournments thereof. Management
knows of no other matters to be considered at the Annual Meeting of
Shareholders. If, however, any other matters properly come before the Annual
Meeting of Shareholders, or any adjournment or adjournments thereof, the persons
named in the accompanying proxy will vote such proxy in accordance with their
best judgment on any such matter. The persons named in the accompanying proxy
will also, if in their judgment it is deemed to be advisable, vote to adjourn
the meeting from time to time.
22
<PAGE>
DATE OF RECEIPT OF SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next Annual
Meeting of Shareholders must be received by the Corporation at its principal
executive offices not later than December 20, 2000 for inclusion in the
Corporation's Proxy Statement and accompanying proxy relating to the next Annual
Meeting of Shareholders. Any such proposals shall be subject to the
requirements of the proxy rules adopted under the Securities Exchange Act of
1934, as amended. It is anticipated that the next Annual Meeting of Shareholders
will be held on April 17, 2001.
ANNUAL REPORTS
Form 10-K. A copy of the Corporation's 1999 Annual Report on Form 10-K,
including the financial statements and schedules thereto, required to be filed
with the Securities and Exchange Commission, may be obtained without charge
(except for exhibits to such Annual Report, which will be furnished upon payment
of the Corporation's reasonable expenses in furnishing such exhibits) by any
shareholder whose proxy is solicited upon written request to:
Summit Bancshares, Inc.
P.O. Box 2665
Fort Worth, Texas 76113
Attention: Mr. Bob G. Scott
1999 Annual Report to Shareholders. The Annual Report to Shareholders of
the Corporation for the Fiscal Year ended December 31, 1999, is enclosed
herewith. The Annual Report, which includes audited financial statements, does
not form any part of the material for the solicitation of Proxies.
BY ORDER OF THE BOARD OF DIRECTORS
By:/s/ Philip E. Norwood
--------------------------------
Philip E. Norwood, Chairman of the Board
Fort Worth, Texas
March 15, 2000
23
<PAGE>
SUMMIT BANCSHARES, INC.
Proxy Solicited on Behalf of the Board of Directors of the Corporation
For Annual Meeting of Shareholders
April 18, 2000
The undersigned hereby constitutes and appoints James L. Murray, F.S. Gunn
and Jeffrey M. Harp, and each of them, proxies with full power of substitution
to vote, as directed below, all the shares of Common Stock of Summit Bancshares,
Inc. (the "Corporation") held of record by the undersigned at the close of
business on March 13, 2000, at the Annual Meeting of Shareholders to be held at
Summit National Bank, 1300 Summit Avenue, Fort Worth, Texas, at 4:30 p.m. on
April 18, 2000, and at any adjournment or adjournments thereof.
1. ELECTION OF DIRECTORS - Nominees: D. Jerrell Farr, Elliott S. Garsek,
Ronald J. Goldman, F.S. Gunn, Jeffrey M. Harp, Robert L. Herchert,
William W. Meadows, James L. Murray, Philip E. Norwood and Byron B.
Searcy.
MARK ONLY ONE BOX
[_] VOTE FOR all nominees listed above, except vote to be withheld from
the following nominees, if any:
- --------------------------------------------------------------------------------
[_] VOTE TO BE WITHHELD from all nominees
2. APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS. Proposal to approve
the appointment of Stovall, Grandey & Whatley as independent auditors
of the Corporation for the fiscal year ending December 31, 2000, as
described in PROPOSAL NO. 2 of the Proxy Statement dated March 15,
2000.
FOR AGAINST ABSTAIN
---- ---- ----
3. OTHER BUSINESS. In their discretion upon such other business as may
properly come before the meeting, or any adjournment or adjournments
thereof.
FOR AGAINST ABSTAIN
---- ---- ----
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED AS DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" ALL THE NOMINEES LISTED ABOVE, "FOR" PROPOSAL NO. 2, AND, IN THE
DISCRETION OF THE PERSON DESIGNATED HEREIN AS PROXIES, UPON SUCH OTHER BUSINESS
AS MAY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR ADJOURNMENTS THEREOF. The
undersigned hereby revokes any proxy or proxies heretofore given and hereby
confirms all that said attorneys and proxies, or any of them, or their
substitutes may do by virtue hereof. In addition, receipt of the 1999 Annual
Report, the Notice of Annual Meeting and the Proxy Statement of Summit
Bancshares, Inc. dated March 15, 2000, is hereby acknowledged.
SHARES OF COMMON STOCK:____________ DATED:________________________, 2000
____________________________________
____________________________________
____________________________________
Signature of Shareholder(s)
____________________________________
Street Address
____________________________________
City State Zip Code
Please date this proxy and sign your name exactly as it appears hereon, and mail
today. Where there is more than one owner, each should sign. When signing as an
attorney, administrator, executor, guardian, or trustee, please add your title
as such. If executed by a corporation, this proxy should be signed by a duly
authorized officer.
