<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 Section 240.14a-11(c) or Section
240.14a-12
Mid-Peninsula 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:
------------------------------------------------------------------------
<PAGE>
MID-PENINSULA BANCORP
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, MAY 22, 1996
------------------------
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Mid-Peninsula Bancorp will be held at
420 Cowper Street, Palo Alto, California, on Wednesday, May 22, 1996 at 5:00
p.m. for the following purposes:
1. To elect directors.
2. To transact such other business as may properly come before the Meeting.
The names of the Board of Directors' nominees to be directors of
Mid-Peninsula Bancorp are set forth in the accompanying Proxy Statement and
incorporated herein by reference.
Article IV, Section 2 of the Bylaws of Mid-Peninsula Bancorp provides for
the nomination of directors in the following manner:
"Nomination for election of directors may be made by the Board of Directors
or by any holder of any outstanding class of capital stock of the corporation
entitled to vote for the election of directors. Notice of intention to make any
nominations shall be made in writing and shall be delivered or mailed to the
President of the corporation not less than twenty-one (21) days nor more than
sixty (60) days prior to any meetings of shareholders called for the election of
directors; provided, however, that if less than twenty-one (21) days' notice of
the meeting is given to shareholders, such notice of intention to nominate shall
be mailed or delivered to the President of the corporation not later than the
close of business on the tenth (10th) day following the day on which the notice
of meeting was mailed; provided further, that if notice of such meeting is sent
by third class mail (if permitted by law), no notice of intention to make
nominations shall be required. Such notification shall contain the following
information to the extent known to the notifying shareholder:
(a) the name and address of each proposed nominee;
(b) the principal occupation of each proposed nominee;
(c) the number of shares of capital stock of the corporation owned by each
proposed nominee;
(d) the name and residence address of the notifying shareholder; and
(e) the number of shares of capital stock of the corporation owned by the
notifying shareholder.
Nominations not made in accordance herewith may, in the discretion of the
Chairman of the meeting, be disregarded and upon the Chairman's instructions the
inspectors of election can disregard all votes cast for each such nominee. A
copy of this paragraph shall be set forth in a notice to shareholders of any
meeting at which directors are to be elected."
Only shareholders of record at the close of business on April 5, 1996 are
entitled to notice of and to vote at this Meeting and at any postponements or
adjournments thereof.
By order of the Board of Directors
--------------------------------------
Warren R. Thoits,
SECRETARY
Palo Alto, California
April 22, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE>
Mailed to Shareholders
on or about April 22, 1996
MID-PENINSULA BANCORP
PROXY STATEMENT
INFORMATION CONCERNING THE SOLICITATION
This Proxy Statement is being furnished to the shareholders of Mid-Peninsula
Bancorp, a California corporation (the "Corporation"), in connection with the
solicitation of proxies by the Board of Directors for use at the Annual Meeting
of Shareholders to be held at 420 Cowper Street, Palo Alto, CA on May 22, 1996
(the "Meeting"). Only shareholders of record on April 5, 1996 (the "Record
Date") will be entitled to notice of the Meeting and to vote at the Meeting. At
the close of business on the Record Date, the Corporation had outstanding and
entitled to be voted 1,590,943 shares of its no par value Common Stock (the
"Common Stock").
Shareholders are entitled to one vote for each share held, except that for
the election of directors each shareholder has cumulative voting rights and is
entitled to as many votes as shall equal the number of shares held by such
shareholder multiplied by the number of directors to be elected. Each
shareholder may cast all his or her votes for a single candidate or distribute
such votes among any or all of the candidates as he or she chooses. However, no
shareholder shall be entitled to cumulate votes (in other words, cast for any
candidate a number of votes greater than the number of shares of stock held by
such shareholder) unless such candidate's name has been placed in nomination
prior to the voting and the shareholder has given notice at the Meeting prior to
the voting of the shareholder's intention to cumulate his or her votes. If any
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination. Prior to voting, an opportunity will be given for
shareholders or their proxies at the Meeting to announce their intention to
cumulate their votes. The proxy holders are given, under the terms of the proxy,
discretionary authority to cumulate votes on shares for which they hold a proxy.
Any person giving a proxy in the form accompanying this Proxy Statement has
the power to revoke that proxy prior to its exercise. The proxy may be revoked
prior to the Meeting by delivering to the Secretary of the Corporation either a
written instrument revoking the proxy or a duly executed proxy bearing a later
date. The proxy may also be revoked by the shareholder by attending and voting
at the Meeting.
Votes cast by proxy or in person at the Meeting will be counted by the
Inspectors of Election for the Meeting. The Inspectors will treat abstentions
and "broker non-votes" (shares held by brokers or nominees as to which
instructions have not been received from the beneficial owners or persons
entitled to vote and the broker or nominee does not have discretionary voting
power under applicable rules of the stock exchange or other self regulatory
organization of which the broker or nominee is a member) as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Abstentions and "broker non-votes" will not be counted as shares voted
for purposes of determining the outcome of any matter as may properly come
before the Meeting.
Unless otherwise instructed, each valid proxy returned which is not revoked
will be voted in the election of directors "FOR" the nominees of the Board of
Directors as described in this Proxy Statement, and, at the proxy holders'
discretion, on such other matters, if any, which may come before the Meeting
(including any proposal to postpone or adjourn the Meeting).
The Corporation will bear the entire cost of preparing, assembling, printing
and mailing proxy materials furnished by the Board of Directors to shareholders.
Copies of proxy materials will be furnished to brokerage houses, fiduciaries and
custodians to be forwarded to the beneficial owners of the Common Stock. In
addition to the solicitation of proxies by use of the mail, some of the
officers, directors and regular employees of the Corporation and its subsidiary,
Mid-Peninsula Bank (the "Bank"), may (without additional compensation) solicit
proxies by telephone or personal interview, the costs of which will be borne by
the Corporation.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of April 5, 1996, no individual known to the Corporation owned more than
five percent (5%) of the outstanding shares of its Common Stock.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of the Record Date, April 5,
1996 concerning the equity ownership of directors/nominees and executive
officers named in the Summary Compensation Table and directors and executive
officers of the Corporation and the Bank as a group. Unless otherwise indicated,
each director and executive officer listed below possesses sole voting power and
sole investment power. All of the shares shown in the following table are owned
both of record and beneficially except as indicated in the notes to the table.
The Corporation has only one class of shares outstanding, Common Stock. There
are no current arrangements known to the Corporation, that may result in a
change in control of the Corporation.
<TABLE>
<CAPTION>
NAME AND ADDRESS(1) OF AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS(2)
- ---------------------------------------------- ------------------------------ -------------------- ------------
<S> <C> <C> <C>
Common Stock
No Par Value Lawrence A. Aufmuth 7,384 0.46%
Common Stock,
No Par Value John F. Blokker 25,830(3) 1.62%
Common Stock,
No Par Value Allan F. Brown 25,830(4) 1.62%
Common Stock,
No Par Value Owen D. Conley 25,030(5) 1.56%
Common Stock,
No Par Value Murray B. Dey 19,929(6) 1.25%
Common Stock,
No Par Value Donald L. Hammond 25,830(7) 1.62%
Common Stock,
No Par Value David L. Kalkbrenner 31,317(8) 1.95%
Common Stock,
No Par Value R. Hewlett Lee, M.D. 6,928(9) 0.44%
Common Stock,
No Par Value Helen C. Leong 25,830(10) 1.62%
Common Stock,
No Par Value George M. Marcus 31,974(11) 2.01%
Common Stock,
No Par Value Duncan L. Matteson 40,750(12) 2.56%
Common Stock,
No Par Value Carol H. Rowland 27,349(13) 1.71%
Common Stock,
No Par Value Donald H. Seiler 25,830(14) 1.62%
Common Stock,
No Par Value Warren R. Thoits 28,065(15) 1.76%
Common Stock,
No Par Value Bruce E. Van Alstyne 21,250(16) 1.33%
Common Stock,
No Par Value Edwin E. van Bronkhorst 26,330(17) 1.65%
All directors and executive officers of the
Corporation as a group (16 persons) 395,456(18) 24.79%
</TABLE>
(FOOTNOTES ARE ON FOLLOWING PAGE)
2
<PAGE>
- ------------------------------
(1) The address for beneficial owners, all of whom are incumbent directors and
executive officers of the Corporation and the Bank, is the address of the
Corporation, 420 Cowper Street, Palo Alto, California, 94301-1504.
(2) Includes shares of common stock subject to stock options exercisable within
60 days of the Record Date.
(3) Includes 12,290 shares of common stock held as separate property by Mr.
Blokker's spouse and 1,250 shares of common stock subject to stock options
exercisable within 60 days of the Record Date.
(4) Includes 12,290 shares of common stock owned of record by the Vance M. Brown
& Sons, Inc. Profit Sharing Plan, of which Allan F. Brown is a beneficiary,
and includes 1,250 shares of common stock subject to stock options
exercisable within 60 days of the Record Date.
(5) Includes 13,780 shares of common stock held with Mr. Conley's spouse as
community property and 11,250 shares of common stock subject to stock
options exercisable within 60 days of the Record Date.
(6) Includes 11,256 shares of common stock held jointly with Mr. Dey's spouse as
trustees of the Murray B. Dey and Wendy H. Dey Trust dated April 23, 1982
and 6,550 shares of common stock subject to stock options exercisable within
60 days of the Record Date.
(7) Includes 24,580 shares of common stock held jointly with Mr. Hammond's
spouse and 1,250 shares of common stock subject to stock options exercisable
within 60 days of the Record Date.
(8) Includes 9,963 shares of common stock held jointly with Mr. Kalkbrenner's
spouse, 9,047 shares of common stock held in Mr. Kalkbrenner's IRA account
and 12,307 shares of common stock subject to stock options exercisable
within 60 days of the Record Date.
(9) Includes 5,678 shares of common stock held jointly with Dr. Lee's spouse as
trustees of the R. Hewlett Lee and Elizabeth P. Lee Family Trust dated July
26, 1983 and 1,250 shares of common stock subject to stock options
exercisable within 60 days of the Record Date.
(10) Includes 24,580 shares of common stock held jointly with Mrs. Leong's
spouse and 1,250 shares of common stock subject to stock options
exercisable within 60 days of the Record Date.
(11) Includes 1,250 shares of common stock subject to stock options exercisable
within 60 days of the Record Date.
(12) Includes 30,000 shares of common stock held jointly with Mr. Matteson's
spouse, 9,000 shares of common stock held by the Matteson Realty Services,
Inc. Defined Benefit Employees' Retirement Trust and 1,750 shares of common
stock subject to stock options exercisable within 60 days of the Record
Date.
(13) Includes 13,608 shares of common stock held jointly with Ms. Rowland's
spouse, 7,948 shares of common stock held in Ms. Rowland's IRA account and
5,793 shares of common stock subject to stock options exercisable within 60
days of the Record Date.
(14) Includes 1,250 shares of common stock subject to stock options exercisable
within 60 days of the Record Date.
(15) Includes 9,832 shares of common stock held by Mr. Thoits as Trustee of the
Warren R. Thoits Trust dated December 30, 1983, 5,836 shares of common
stock held by Thoits Brothers, Inc., 10,647 shares of common stock for
which Mr. Thoits is the record holding trustee and 1,750 shares of
common stock subject to stock options exercisable within 60 days of the
Record Date.
(16) Includes 11,250 shares of common stock subject to stock options exercisable
within 60 days of the Record Date.
(17) Includes 24,580 shares of common stock held jointly with Mr. van
Bronkhorst's spouse as Trustees of the E. E. van Bronkhorst Trust dated
July 12, 1977 and 1,750 shares of common stock subject to stock options
exercisable within 60 days of the Record Date.
(18) Includes 61,150 shares of common stock subject to stock options exercisable
within 60 days of the Record Date.
3
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS OF THE CORPORATION
The number of directors authorized for election at this meeting is fifteen
(15). Management has nominated the fifteen (15) incumbent directors to serve as
the Corporation's directors. Each director will hold office until the next
Annual Meeting of Shareholders and until his successor is elected and qualified.
All proxies will be voted for the election of the fifteen (15) nominees
listed below (all of whom are incumbent directors) recommended by the Board of
Directors unless authority to vote for the election of any directors is
withheld. The nominees receiving the highest number of affirmative votes of the
shares entitled to be voted for them shall be elected as directors. Abstentions
and votes cast against nominees have no effect on the election of directors. If
any of the nominees should unexpectedly decline or be unable to act as a
director, their proxies may be voted for a substitute nominee to be designated
by the Board of Directors. The Board of Directors has no reason to believe that
any nominee will be become unavailable and has no present intention to nominate
persons in addition to or in lieu of those named below.
The following table sets forth certain information as of the Record Date,
April 5, 1996, with respect to those persons nominated by the Board of Directors
for election as directors, as well as all executive officers. The Corporation
knows of no arrangements, including any pledge by any person of securities of
the Corporation, the operation of which may, at a subsequent date, result in a
change in control of the Corporation. There are no arrangements or
understandings by which any of the executive officers or directors of either the
Corporation or the Bank were selected. There is no family relationship between
any of the directors or executive officers.
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------------- --- ------------------------------------------------------------------
<S> <C> <C>
Lawrence A. Aufmuth 51 Director of the Corporation and Director of the Bank since August
16, 1995.
John F. Blokker 66 Director of the Corporation and Director of the Bank since October
7, 1994 and October 9, 1987, respectively.
Allan F. Brown 68 Director of the Corporation and Director of the Bank since October
7, 1994 and October 9, 1987, respectively.
Owen D. Conley 72 Director of the Corporation and Director of the Bank since October
7, 1994.
Murray B. Dey 53 Executive Vice-President and Director of the Corporation and the
Bank since October 7, 1994 and October 9, 1987, respectively.
Donald L. Hammond 68 Director of the Corporation and Director of the Bank since October
7, 1994 and October 9, 1987, respectively.
David L. Kalkbrenner 56 President, Chief Executive Officer and Director of the Corporation
and the Bank since October 7, 1994 and October 9, 1987,
respectively.
R. Hewlett Lee, M.D. 69 Director of the Corporation and Director of the Bank since October
7, 1994 and February 21, 1990, respectively.
Helen C. Leong 68 Director of the Corporation and Director of the Bank since October
7, 1994 and October 9, 1987, respectively.
George M. Marcus 54 Director of the Corporation and Director of the Bank since October
7, 1994 and October 9, 1987, respectively.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------------- --- ------------------------------------------------------------------
<S> <C> <C>
Duncan L. Matteson 61 Chairman of the Board and Director of the Corporation and Director
of the Bank since October 7, 1994 and October 9, 1987,
respectively.
Carol H. Rowland 59 First Vice-President and Chief Financial Officer (Principal
Financial and Accounting Officer) of the Corporation and the Bank
since October 7, 1994 and October 9, 1987, respectively.
Donald H. Seiler 67 Director of the Corporation and Director of the Bank since October
7, 1994 and October 9, 1987, respectively.
Warren R. Thoits 73 Director of the Corporation and Director of the Bank since October
7, 1994 and October 9, 1987, respectively.
Bruce E. Van Alstyne 69 Director of the Corporation and Director of the Bank since October
7, 1994.
Edwin E. van Bronkhorst 72 Director of the Corporation and Director of the Bank since October
7, 1994 and October 9, 1987, respectively.
</TABLE>
The following is a brief account of the business experience during the past
five years of each director/nominee and each executive officer listed above.
BACKGROUND AND BUSINESS EXPERIENCE OF DIRECTORS
LAWRENCE A. AUFMUTH is a partner in the law firm of Aufmuth, Fox, Weed &
LeBlanc. He is a graduate of Brown University with a law degree from Stanford
University and is certified as a Specialist in Taxation Law by the State Bar of
California. From 1971 to 1988, Mr. Aufmuth was with Ware & Freidenrich in Palo
Alto where he was chairman of its Tax Department. He is a former director of
University Bank & Trust Company and was active in its Trust and Compensation
Committees.
JOHN F. BLOKKER is the president and chief executive officer of Luxcom,
Inc., a voice, video and data communication company located in Fremont,
California. He was formerly a general partner of Hambrecht & Quist Venture
Partners (1985-1988) and was employed by the Hewlett-Packard Company from 1957
to 1985. His last position with Hewlett-Packard, from 1981 to 1985, was as vice
president and general manager of the components group. Mr. Blokker is currently
a director of Circon, Inc. and the Whittier Trust Company. He is a trustee of
the Foundation for Hope, San Jose, California, a member of the Board of
Overseers of the Hoover Institute, Palo Alto, California, and a member of the
Board of Directors of the Cato Institute, Washington D.C.
ALLAN F. BROWN is the chairman of Vance Brown, Inc., a construction firm
located in Palo Alto, and is a managing partner of Park City Leasing. He is a
native of Palo Alto and a Stanford University graduate. He was a member of the
Stanford athletic board from 1979 to 1983 and is currently a member of the
Stanford University major gifts committee, a director of the Peninsula Open
Space Trust, a trustee of Channing House, and a trustee of the Sierra Club
Foundation.
OWEN D. CONLEY was a director and chairman of the board of directors of San
Mateo County Bancorp and WestCal National Bank from 1985 to October 7, 1994. Mr.
Conley has been owner, president and chief executive officer of Liberty Lease,
Inc., Redwood City, an automobile, truck and equipment leasing company, since
1975.
MURRAY B. DEY has over 30 years of banking experience and worked for Crocker
National Bank from 1964 to 1986 prior to opening Mid-Peninsula Bank in 1987.
From 1975 to 1982, he was the vice president and assistant manager of the main
office of Crocker Bank in Palo Alto. He became the manager of that office in
1982 and held that position until 1984. From 1984 to 1986 he was the area
5
<PAGE>
market manager in the Palo Alto/Menlo Park area. He currently serves as a member
of the board of directors, Senior Coordinating Council of Palo Alto, Inc.; is
president and treasurer of the Home Equity Loan Program for Seniors, Inc.; and
is a member of the Community Cabinet of the Lucile Packard Childrens' Hospital
at Stanford.
DONALD L. HAMMOND was employed by the Hewlett-Packard Company beginning in
1959, and he held various management positions within that company until his
retirement in 1988 as director of HP Laboratories. He is a consultant to several
companies and universities in commercialization of technology, and serves on the
board of directors of four organizations. He has been a resident of the local
area for more than 30 years and served 11 years on the Palo Alto Board of
Education, three as president of the board. He is a member and fellow of the
Institute of Electrical and Electronic Engineers and a member of the National
Academy of Engineering.
DAVID L. KALKBRENNER has over 30 years of experience in banking. He was
employed by Crocker National Bank from 1963 to 1986. From 1981 to 1986, he
served as first vice president and regional manager of the mid-peninsula region,
with administrative offices located in Palo Alto. He was responsible for the
administration of 14 full-service branches from San Carlos to Sunnyvale, a
business banking center in Palo Alto and the private banking office, also
located in Palo Alto. From 1977 to 1981, he was vice president and manager of
the main office of Crocker Bank in Palo Alto. He is a member of the board of
directors of the College of Notre Dame and is a former director of the Palo Alto
Chamber of Commerce and the Community Association for the Retarded.
R. HEWLETT LEE, M.D. is a trustee of the Palo Alto Medical Foundation and a
director of the Stanford University Hospital. He was chairman of the Board of
Governors of the Palo Alto Medical Foundation and executive director of the Palo
Alto Medical Clinic 1981-1989, was a general and cancer surgeon at the clinic
from 1956 through 1989, and was the clinic's vice director from 1964 to 1981. He
was formerly a member of the Stanford Hospital Board, a past trustee of
California Blue Shield (1974-1983), and is a co-founder of "Lifeguard" HMO and
"TakeCare" HMO, both of which are health plans serving the Northern California
area. He presently is serving on several health-related nonprofit boards.
HELEN C. LEONG was the chairman and chief executive officer of Advanced
Polymer Systems, Inc., a health-oriented company with technology focusing on
health care products and pharmaceuticals from 1985 to 1988. She remains a member
of the board of directors of Advanced Polymer Systems and is a scientific
consultant to the company. She is on the board of directors and is a member of
the compensation and investment committees of Erox Corporation and is a general
partner of CLW Associates, involved in real estate investments, and is the
managing partner of Leong Ventures, a venture capital group specializing in
investments in health care and biotechnology. She is a member of the board of
directors of the Peninsula Children's Center and the Career Action Center.
GEORGE M. MARCUS is the founder and chairman of The Marcus & Millichap
Company, the nation's fourth largest commercial real estate brokerage firm. He
is currently an advisor to the University of California, Berkeley, Center for
Real Estate and Urban Economics, and serves on the board of trustees of the Fine
Arts Museums of San Francisco. Mr. Marcus is a former founding director of Plaza
Bank of Commerce in San Jose.
DUNCAN L. MATTESON is president of The Matteson Companies, a diversified
group of real estate investment and property management corporations located in
Menlo Park. He has been actively involved in the real estate investment and
securities industries in the Palo Alto/Menlo Park Area since 1959. He is a
member of the Executive Committee of the Stanford Heart Council, and serves as a
trustee of the Palo Alto Medical Foundation. As an appointee of the Governor,
Mr. Matteson is Vice President of the Board of Directors of the Cow Palace. He
is the immediate past-chairman of the National Multi-Housing Council, a group of
the leading apartment owners and managers throughout the United States.
6
<PAGE>
CAROL H. ROWLAND has been chief financial officer of the Bank since 1987.
She served as senior vice president and chief financial officer of Burlingame
Bank and Trust, Burlingame, California, from 1985 to 1987. Prior to that, she
served for five years as senior vice president and chief financial officer of
University National Bank & Trust Company, Palo Alto, California.
DONALD H. SEILER is the founder and managing partner of Seiler & Company,
Certified Public Accountants, in Redwood City and San Francisco. He has been a
certified public accountant in San Francisco and the Peninsula area since 1952.
He is presently a director of Ross Stores, Inc., serves on the audit committee
of Stanford Health Services, is a past-president of the Jewish Community
Federation of San Francisco, the Peninsula and Marin and Sonoma Counties. He is
on the board of directors of the Peninsula Community Foundation.
WARREN R. THOITS is a partner with the Palo Alto law firm of Thoits, Love,
Hershberger & McLean. He is a native of Palo Alto and a graduate of Stanford
University and its School of Law. Mr. Thoits has been very active in community
and charitable organizations, having served as president of the Palo Alto
Chamber of Commerce, the Palo Alto Rotary Club and as chairman of the Palo Alto
Area Chapter, American Red Cross. He was formerly a member of the board of
directors of Northern California Savings and Loan Association (now Great Western
Bank).
BRUCE E. VAN ALSTYNE was a director of San Mateo County Bancorp and WestCal
National Bank from 1985 to October 7, 1994. Mr. Van Alstyne has over 35 years of
experience in the investment banking industry. In 1985, Mr. Van Alstyne founded
the investment counseling firm of Van Alstyne and Company, Inc., located in
Portola Valley. He is currently a member of the Investment Advisory Committee
for the Foundation for the San Mateo County Community College District.
EDWIN E. VAN BRONKHORST retired from the Hewlett-Packard Company in 1984 and
was, prior to his retirement, senior vice president, chief financial officer and
treasurer of that company and served on its board from 1962 to 1984. He
currently serves as a member of the board of directors of the California Water
Service Company and Nellcor Puritan Bennett and is a trustee and treasurer of
the David & Lucile Packard Foundation.
None of the Corporation's Directors 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 such Act or any company registered as an investment company under the
Investment Company Act of 1940, whose common stock is registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, except for the
following: Director Hammond is a director of Nellcor Puritan Bennett, a medical
equipment manufacturer located in Pleasanton, California and he is a director of
Tridex, Inc., a manufacturer of Ophthalmic Instruments located in Mountain View,
California; Director Leong is also a director of Advanced Polymer Systems, a
polymeric delivery systems company located in Redwood City, California, and a
director of Erox Corporation, a manufacturer of fragrances containing
synthesized human pheromones located in Fremont, California; Director Marcus is
also a director of Essex Property Trust, a real estate investment trust company
located in Palo Alto, California; Director Seiler is also a director of Ross
Stores, Inc., a retail department store located in Newark, California; and
Director Van Bronkhorst is also a director of Nellcor Puritan Bennett, a medical
equipment manufacturer located in Pleasanton, California, and California Water
Service Company, a water service provider located in San Jose, California.
7
<PAGE>
DIRECTORS
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee, with the guidance of KPMG Peat Marwick LLP, conducts
the Annual Directors Audit. Donald H. Seiler, Donald L. Hammond, R. Hewlett Lee,
M.D., Owen D. Conley and Allan F. Brown serve on this committee, which met three
(3) times in 1995. The purpose of this committee is to review the internal
controls and financial reporting for the Corporation and the Bank and to examine
the findings and reports of the outside auditors and bank examiners.
The Board of Directors has not established nominating or compensation
committees. The Executive Committee performs the functions of the nominating and
compensation committees. The Executive Committee has responsibility for
considering appropriate candidates for election as directors of the Corporation
and establishing and reviewing compensation of the chief executive officer and
overall compensation of employees. Duncan L. Matteson, Edwin E. van Bronkhorst,
Warren R. Thoits and David L. Kalkbrenner serve on this committee, which met
five (5) times in 1995.
The Bank's Loan Committee has responsibility for establishing loan policy
and approving loans which exceed certain dollar limits. Duncan L. Matteson,
Edwin E. van Bronkhorst, Allan F. Brown, David L. Kalkbrenner and Murray B. Dey
serve on this committee, which met fifteen (15) times in 1995.
The Bank's Investment Committee has responsibility for establishing
investment policy and reviews the investment portfolio. Edwin E. van Bronkhorst,
Helen C. Leong, George M. Marcus, Bruce E. Van Alstyne, David L. Kalkbrenner and
Carol H. Rowland serve on this committee, which met five (5) times in 1995.
All Corporation directors attended at least seventy-five percent (75%) of
the aggregate of the total number of meetings of the board and committees on
which they served during 1995 and all Bank directors attended at least
seventy-five (75%) of the aggregate of the total number of meetings of the board
and committees on which they served during 1995.
COMPENSATION OF DIRECTORS
Directors of the Corporation received no fees for their participation in the
Corporation's meetings. Directors of the Bank received $200 for each board
meeting of the Bank attended. Non-employee directors of the Bank received $150
for each committee meeting attended in 1995. Non-employee directors of the
Bank's Loan Committee received a $500 per month retainer as well as $150 for
each meeting attended during 1995. The total fees paid to all directors of the
Corporation in 1995 was $59,550.
8
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Set forth below is the summary compensation paid or accrued during the
fiscal years ended December 31, 1993, 1994 and 1995 to David L. Kalkbrenner,
Murray B. Dey and Carol H. Rowland, the only executive officers of the
Corporation and the Bank.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------- ------------- -----------
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (I) (J)
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION STOCK OPTIONS/ LTIP COMPENSATION
PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($) AWARD(S) ($) SARS (#)(4) PAYOUTS ($) ($)(5)
- --------------------- --------- --------- --------- --------------- ------------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David L. Kalkbrenner, 1995 $ 150,000 $ 97,000 $ 8,400 -- 15,000 -- $ 13,233
President and CEO 1994 $ 142,210 $ 74,000 $ 8,400 -- $ 1,062 -- $ 13,142
1993 $ 139,300 $ 73,000 $ 8,400 -- $ 4,459 -- $ 11,996
Murray B. Dey, 1995 $ 120,000 $ 67,000 $ 6,000 -- -- -- $ 8,990
Exec. Vice-President 1994 $ 115,870 $ 42,000 $ 6,000 -- $ 1,062 -- $ 10,089
1993 $ 113,500 $ 45,000 $ 6,000 -- $ 3,344 -- $ 9,401
Carol H. Rowland, 1995 $ 107,740 $ 40,000 $ 4,800 -- 5,000 -- $ 8,045
First Vice-President 1994 $ 105,360 $ 20,250 $ 4,800 -- $ 1,062 -- $ 8,391
and CFO 1993 $ 103,200 $ 26,000 $ 4,800 -- $ 2,230 -- $ 7,966
</TABLE>
- ------------------------
(1) Amounts shown include cash and non-cash compensation earned and received by
executive officers as well as amounts earned but deferred at the election of
those officers under the 401(k) Plan. Amounts deferred under the 401(k) Plan
were $8,994 in 1993, $9,240 in 1994 and $ 9,240 in 1995, respectively, for
each named executive officer.
(2) Amounts indicated as bonus payments were earned for performance during 1993,
1994 and 1995, but paid in the first quarters of 1994, 1995 and 1996,
respectively.
(3) No executive officer received perquisites or other personal benefits in
excess of the lesser of $50,000 or 10% of each such officer's total annual
salary and bonus during 1993, 1994 or 1995.
(4) The Corporation has a 1994 Stock Option Plan (the "1994 Plan"), under which
options may be granted to directors and key, full-time salaried officers and
employees of the Corporation and its subsidiary. Options granted under the
Plan are either incentive options or non-statutory options. Options granted
under the Plan become exercisable in accordance with a vesting schedule
established at the time of grant. Vesting may not extend beyond ten years
from the date of grant. Options granted under the Plan are adjusted to
protect against dilution in the event of certain changes in the
Corporation's capitalization, including stock splits and stock dividends.
All options granted to the named executive officers were incentive stock
options and have an exercise price equal to the fair market value of the
Corporation's Common Stock or the Bank's common stock, as applicable, on the
date of grant. The amounts shown have been adjusted to give effect to a five
percent stock dividend in December 1993, and the conversion ratio pertaining
to the merger transaction whereby WestCal National Bank merged with and into
Mid-Peninsula Bank (the "Bank") and the Bank became a wholly-owned
subsidiary of the Corporation, which transaction was consummated on October
7, 1994 (the "Merger"). The terms of the 1994 Plan also apply to options to
purchase shares of the Corporation's Common Stock which were originally
granted under the Bank's 1987 Stock Option Plan, and assumed by the
Corporation upon consummation of the Merger.
(5) Amounts shown for David L. Kalkbrenner include $2,200 in director fees,
$3,050 in term life insurance premiums and $6,746 in 401(k) matching
contributions in 1993, $2,600 in director fees,
9
<PAGE>
$3,612 in term life insurance premiums and $6,930 in 401(k) matching
contributions in 1994 and $2,400 in director fees, $3,903 in term life
insurance premiums and $6,930 in 401(k) matching contributions in 1995.
Amounts shown for Murray B. Dey include, $2,655 in term life insurance
premiums and $6,746 in 401(k) matching contributions in 1993, $3,159 in term
life insurance premiums and $6,930 in 401(k) matching contributions in 1994
and $2,060 in term life insurance premiums and $6,930 in 401(k) matching
contributions in 1995. Amounts shown for Carol H. Rowland include $1,220 in
term life insurance premiums and $6,746 in 401(k) matching contributions in
1993, $1,461 in term life insurance premiums and $6,930 in 401(k) matching
contributions in 1994 and $1,115 in term life insurance premiums and $6,930
in 401(k) matching contributions in 1995.
OPTION/SAR GRANTS TABLE
The following table provides information regarding stock options granted to
the named executive officers during 1995.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(A) (B) (C) (D) (E)
<CAPTION>
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/ GRANTED TO EXERCISE OR
SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE
- -------------------------- ----------- --------------- ------------- ----------
<S> <C> <C> <C> <C>
David L. Kalkbrenner 15,000 37.5% 12.75 01/18/05
Murray B. Dey -- -- -- --
Carol H. Rowland 5,000 12.5% 12.75 01/18/05
</TABLE>
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth certain information concerning unexercised
options under the 1994 Plan as of April 5, 1996.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR-END
OPTION/SAR VALUE
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
<S> <C> <C> <C> <C>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($)
---------------- ----------------
<CAPTION>
EXERCISABLE/ EXERCISABLE/
SHARES ACQUIRED VALUE REALIZED UNEXERCISABLE UNEXERCISABLE
NAME ON EXERCISE (#) ($)(2) (1) (2)
- -------------------------- ----------------- -------------- ---------------- ----------------
<S> <C> <C> <C> <C>
David L. Kalkbrenner 4,889 14,863 17,224/12,894 96,401/54,601
Murray B. Dey 1,424 4,329 10,238/1,366 61,143/6,565
Carol H. Rowland 949 2,885 8,385/4,971 47,000/20,936
</TABLE>
- ------------------------
(1) Adjusted to give effect to the conversion ratio pertaining to the merger
transaction whereby WestCal National Bank merged with and into the Bank and
the Bank became a wholly-owned subsidiary of the Corporation.
(2) The aggregate value has been determined based upon the average of the bid
and asked prices for the Corporation's common stock at exercise or year-end,
minus the exercise price.
10
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
Effective March 3, 1992, the Bank entered into a two-year employment
agreement with David L. Kalkbrenner, President and Chief Executive Officer,
which provides for automatic one-year extensions until the agreement is
terminated as described below. The agreement, as amended, provides for, among
other things: (a) a base salary of $135,000 per year, as adjusted in the
discretion of the Board of Directors; (b) a discretionary annual bonus based
upon the pre-tax net profits of the Bank; (c) payment to Mr. Kalkbrenner of his
base salary (reduced by the amount received by him from state disability
insurance or worker's compensation or other similar insurance through policies
provided by the Bank) for a period of six months if he becomes disabled so that
he is unable to perform his duties; (d) four weeks annual vacation leave; (e) a
$500,000 life insurance policy; (f) an automobile allowance of $700 per month;
and (g) reimbursement for ordinary and necessary expenses incurred by Mr.
Kalkbrenner in connection with his employment. The agreement may be terminated
with or without cause, but if the agreement is terminated due to the occurrence
of circumstances that make it impossible or impractical for the Bank to conduct
or continue its business, the loss by the Bank of its legal capacity to
contract, the Bank's breach of the terms of the agreement, or in the Bank's
discretion by giving not less than 30 days' prior written notice of termination,
Mr. Kalkbrenner will be entitled to receive severance compensation equal to 24
months' of Mr. Kalkbrenner's then existing base salary. The agreement further
provides that in the event of a "change in control" as defined therein and
within a period of two years following consummation of such change in control:
(a) Mr. Kalkbrenner's employment is terminated; or (b) any adverse change occurs
in the nature and scope of Mr. Kalkbrenner's position, responsibilities, duties,
salary, benefits or location of employment; or (c) any event occurs which
reasonably constitutes a demotion, significant diminution or constructive
termination of Mr. Kalkbrenner's employment, Mr. Kalkbrenner will be entitled to
receive severance compensation in an amount equal to two and one-half times his
average annual compensation for the five years immediately preceding the change
in control (or such shorter time Mr. Kalkbrenner was employed by the Bank).
Recognizing the importance of building and retaining a competent management
team, in 1995, the Board of Directors of the Bank purchased life insurance
policies on the lives of Mr. Kalkbrenner, Mr. Dey, Ms. Rowland and three other
key employees and adopted a conditional non-qualified deferred compensation plan
in a form proposed by Bank Compensation Strategies Group, and endorsed by the
California Bankers Association, the American Bankers Association, as well as
numerous other state banking associations in order to indirectly offset
anticipated costs for certain death, disability and post-employment/retirement
benefits for such employees. In March 1996, a fourth key employee was included
in this plan. The Bank is the sole owner and beneficiary under the life
insurance policies. Under the terms of the plan, differing death, disability and
post-employment/retirement benefits are to be provided to such key employees.
The terms for these agreements are intended to provide an incentive for each
employee to remain with the Corporation and the Bank by defining and increasing,
over the employee's term of employment, the amounts each employee will receive
upon the occurrence of certain specified events, including formal retirement on
or after a specified age. The agreements provide maximum annual benefit payments
of Eighty-Five Thousand Dollars ($85,000) to Mr. Kalkbrenner, Sixty Thousand
Dollars ($60,000) to Mr. Dey, Forty-Five Thousand Dollars ($45,000) to Ms.
Rowland, and Thirty-Six Thousand Dollars ($36,000) for each other key employee.
The annual benefit amount is payable in equal monthly installments over a
fifteen (15) year period (ten years for Carol Rowland). In the event of an
employee's death, all remaining amounts due are to be paid to the employee's
designated beneficiary over the remaining payout period. Other events which may
alter when payment of the annual benefit is to begin, or the amount which is to
be paid, include: (i) "disability" prior to retirement (a term specifically
defined in each agreement), in which case the employee will begin to receive a
different and lesser annual amount starting shortly after the defined retirement
age; and (ii) either termination of employment without cause or constructive
termination following a "change of control," in which case the employee will be
entitled to receive all or a portion of the maximum annual benefit depending
upon the employee involved and the employee's length of service prior to
termination. Generally, in those situations where the employee is terminated for
11
<PAGE>
cause, or where the employee voluntarily terminates his or her employment prior
to retirement or other event triggering a right to payments under the agreement,
the employee will not be entitled to the payment of any benefits. Due to special
circumstances, however, and depending upon the date her employment is
terminated, it is expected that Carol Rowland would be entitled to an amount not
in excess of Thirty Thousand Dollars ($30,000), plus interest if her employment
is terminated for cause or voluntarily by her prior to retirement.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors, executive officers and ten percent or more shareholders
of the Corporation's equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes of ownership of
the Corporation's equity securities. Officers, directors and ten percent or more
shareholders are required by SEC regulation to furnish the Corporation with
copies of all Section 16(a) forms they file. To the Corporation's knowledge,
based solely on review of the copies of such reports furnished to the
Corporation and written representations that no other reports were required,
during the fiscal year ended December 31, 1995, except for Director Aufmuth who
failed to timely file one report on Form 4 for the month of November, 1995 but
filed the report on January 9, 1996, all Section 16(a) filing requirements
applicable to its executive officers, directors and beneficial owners of ten
percent or more of the Corporation's equity securities appear to have been met.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Except as described below, there have been no transactions, or series of
similar transactions, during 1995, or any currently proposed transaction, or
series of similar transactions, to which the Corporation or the Bank was or is
to be a party, in which the amount involved exceeded or will exceed $60,000 and
in which any director (or nominee for director) of the Corporation or the Bank,
executive officer of the Corporation or the Bank, any shareholder owning of
record or beneficially 5% or more of the Corporation's Common Stock, or any
member of the immediate family of any of the foregoing persons, had, or will
have, a direct or indirect material interest.
The Bank leases its offices at 420 Cowper Street, Palo Alto, California
94301 from MPB Associates, a tenant-in-common arrangement in which seven
directors of the Bank hold an approximate 51% interest. The acquisition of the
Bank's leased premises by MPB Associates in 1990 did not result in a change in
the terms of the Bank's lease.
The lease, which originally expired in May 1993, has been extended through
January 2000. The lease covers a ground floor area of 8,817 net rentable square
feet and a second floor area of 9,217 net rentable square feet. The Bank pays an
annual rental of $560,000 for the entire leased space. Additionally, the Bank
pays real property taxes, utilities, and building insurance, to the extent they
exceed, on an annual basis, $1.40 per rentable square foot, $1.60 per rentable
square foot, and $0.17 per rentable square floor, respectively. The rent is
adjusted every twelve months beginning June 1, 1997 in accordance with the
change in the immediately preceding year over 1992 in the Consumer Price Index
for All Urban Consumers, San Francisco/Oakland Metropolitan Area, All-Items
(1967 = 100) as published by the U.S. Department of Labor, Bureau of Labor
Statistics. The lease also contains a provision granting the Bank a right of
first refusal to purchase the building during the term of the lease upon the
same terms and conditions that the landlord is willing to accept from a third
party.
CERTAIN BUSINESS RELATIONSHIPS
Director Warren R. Thoits is a member of the law firm of Thoits, Love,
Hershberger & McLean, which firm performed legal services for the Corporation
and/or the Bank in 1995 and is expected to perform legal services for the
Corporation and/or the Bank in 1996. The fees paid to said firm by the
Corporation and/or the Bank in 1995 did not exceed five percent (5%) of said
firm's gross revenues for the year.
12
<PAGE>
INDEBTEDNESS OF MANAGEMENT
The Corporation, through the Bank, has had, and expects in the future to
have banking transactions in the ordinary course of its business with many of
the Corporation's directors and officers and their associates, including
transactions with corporations of which such persons are directors, officers or
controlling shareholders, on substantially the same terms (including interest
rates and collateral) as those prevailing for comparable transactions with
others. Management believes that in 1995 such transactions comprising loans did
not involve more than the normal risk of collectibility or present other
unfavorable features. Loans to executive officers of the Corporation and the
Bank are subject to limitations as to amount and purposes prescribed in part by
the Federal Reserve Act, as amended.
INDEPENDENT PUBLIC ACCOUNTANTS
On October 19, 1994, the Corporation's Board of Directors approved the
dismissal of the firm of Coopers and Lybrand, which had been the independent
accountants for the Corporation's predecessor, San Mateo County Bancorp, since
1991, and approved the engagement of KPMG Peat Marwick LLP as the Corporation's
independent accountants. The dismissal of Coopers and Lybrand was recommended
and approved by the Corporation's Board of Directors based solely on the fact
that KPMG Peat Marwick LLP represented the Corporation's wholly-owned
subsidiary, Mid-Peninsula Bank, since 1987, and following the merger of WestCal
National Bank, the wholly-owned subsidiary of San Mateo County Bancorp, with and
into Mid-Peninsula Bank and the change in name of San Mateo County Bancorp to
Mid-Peninsula Bancorp, which merger was effective on October 7, 1994, the
Corporation's Board of Directors determined that it was in the best interests of
the Corporation to engage KPMG Peat Marwick LLP based on their experience and
knowledge of the operations and activities of Mid-Peninsula Bank. The reports of
Coopers and Lybrand on the financial statements of the Corporation's
predecessor, San Mateo County Bancorp, did not contain any adverse opinion or
disclaimer of opinion or any qualification as to an uncertainty, audit scope, or
accounting principle. There were no disagreements between San Mateo County
Bancorp or the Corporation and Coopers and Lybrand on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of Coopers and Lybrand,
would have caused them to make a reference to the subject matter of the
disagreement in their report. No reportable event as described in Item 304 of
Regulation S-K occurred during San Mateo County Bancorp's two most recent fiscal
years and subsequent interim period or subsequent interim period of the
Corporation as of the date hereof. The Corporation reported the foregoing change
in its accountants on a Form 8-K dated October 19, 1994, filed with the
Securities and Exchange Commission on October 25, 1994. The Form 8-K included a
letter from Coopers and Lybrand as an exhibit thereto in which Coopers and
Lybrand agreed with the above description of the change in accountants.
The Board of Directors of the Corporation has appointed KPMG Peat Marwick
LLP to serve as the Corporation's public accountants for the 1996 fiscal year.
KPMG Peat Marwick LLP has no interest, financial or otherwise, in the Company.
The services rendered by KPMG Peat Marwick LLP during the 1995 fiscal year were
audit services, consultation in connection with various accounting matters, and
preparation of corporation income tax returns. The Board of Directors of the
Corporation approved each professional service rendered by KPMG Peat Marwick LLP
during the 1995 fiscal year, and the possible effect of each such service on the
independence of that firm was considered by the Board of Directors before such
service was rendered.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Meeting and will have an opportunity to make a statement if they so desire, and
respond to questions.
ANNUAL REPORT
The Annual Report of the Corporation containing audited financial statements
for the fiscal year ended December 31, 1995 is included in this mailing to
shareholders.
13
<PAGE>
FORM 10-K
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, IS AVAILABLE TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO
CAROL H. ROWLAND, CHIEF FINANCIAL OFFICER, MID-PENINSULA BANCORP, 420 COWPER
STREET, PALO ALTO, CALIFORNIA 94301-1504.
SHAREHOLDER'S PROPOSALS
Next year's Annual Meeting of Shareholders will be held on May 28, 1997. The
deadline for shareholders to submit proposals for inclusion in the Proxy
Statement and form of Proxy for the 1997 Annual Meeting of Shareholders is
December 27, 1996. All proposals should be submitted by Certified Mail - Return
Receipt Requested, to Warren R. Thoits, Secretary, Mid-Peninsula Bancorp, 420
Cowper Street, Palo Alto, California 94301-1504.
OTHER MATTERS
The Board of Directors knows of no other matters which will be brought
before the Meeting, but if such matters are properly presented to the Meeting,
proxies solicited hereby will be voted in accordance with the judgment of the
persons holding such proxies. All shares represented by duly executed proxies
will be voted at the Meeting in accordance with the terms of such proxies.
MID-PENINSULA BANCORP
By: /s/ WARREN R. THOITS
-----------------------------------
Warren R. Thoits,
SECRETARY
Palo Alto, California
April 22, 1996
14
<PAGE>
MID-PENINSULA BANCORP
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 22, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of Common Stock acknowledges receipt of a copy of
the Notice of Annual Meeting of Shareholders of Mid-Peninsula Bancorp and the
accompanying Proxy Statement dated April 22, 1996, and revoking any Proxy
heretofore given, hereby constitutes and appoints Duncan L. Matteson, Edwin
E. van Bronkhorst and Warren R. Thoits, and each of them, with full power of
substitution, as attorneys and proxies to appear and vote all of the shares
of Common Stock of Mid-Peninsula Bancorp, a California Corporation, standing
in the name of the undersigned which the undersigned could vote if personally
present and acting at the Annual Meeting of Shareholders of Mid-Peninsula
Bancorp, to be held at 420 Cowper Street, Palo Alto, California on Wednesday,
May 22, 1996, at 5:00 p.m. or at any postponements or adjournments thereof,
upon the following items as set forth in the Notice of Meeting and Proxy
Statement and to vote according to their discretion on all other matters
which may be properly presented for action at the Meeting or any
postponements or adjournments thereof. The above-named proxy holders are
hereby granted discretionary authority to cumulate votes represented by the
shares covered by this Proxy in the election of directors.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE
VOTED "FOR" THE FOLLOWING ITEMS:
1. To elect as directors the nominees set forth below:
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below). nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below:
Lawrence A. Aufmuth, John F. Blokker, Allan F. Brown, Owen D. Conley,
Murray B. Dey, Donald L. Hammond, David L. Kalkbrenner,
R. Hewlett Lee, M.D., Helen C. Leong, George M. Marcus, Duncan L. Matteson,
Donald H. Seiler, Warren R. Thoits, Bruce E. Van Alstyne,
Edwin E. van Bronkhorst,
2. To transact such other business as may properly come before the Meeting.
(CONTINUED ON OTHER SIDE)
<PAGE>
============================================================================
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS AND MAY
BE REVOKED PRIOR TO ITS EXERCISE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS
NOMINATED BY THE BOARD OF DIRECTORS. THE PROXY WHEN PROPERLY EXECUTED WILL
BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE VOTED "FOR" THE
ELECTION OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS.
Please date and sign exactly as your name(s) appear(s). When signing as
attorney, executor, administrator, trustee, or guardian, please give full
title. If more than one trustee, all should sign. All joint owners should
sign. WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN
THIS PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
No. of Common Shares
Dated: ___________________ , 1996.
SHAREHOLDER(S)
__________________________________
__________________________________
w
I/We do / / or do not / / expect
to attend this meeting.
