SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SierraWest 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] 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:
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(4) Date Filed:
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<PAGE>
SIERRAWEST BANCORP
10181 Truckee Tahoe Airport Rd.
Truckee, California 96161
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 28, 1998
TO THE SHAREHOLDERS OF SIERRAWEST BANCORP:
The Annual Meeting of Shareholders of SierraWest Bancorp (the "Company" or
"SWB") will be held at the North Tahoe Conference Center, Kings Beach,
California, on May 28, 1998, at 4:00 p.m for the following purposes:
1. To elect the following thirteen nominees to serve as directors until the
next Annual Meeting and until their successors are elected and have been
qualified:
David W. Clark A. Morgan Jones
Ralph J. Coppola Jack V. Leonesio
William T. Fike William W. McClintock
Richard S. Gaston Bernard E. Moore
Jerrold T. Henley Gary E. Stein
John J. Johnson Thomas M. Watson
Ronald A. Johnson
2. To consider and act upon such other business as may properly come before
the meeting or any adjournment thereof.
Only Shareholders of record at the close of business on April 7, 1998, will be
entitled to vote at the meeting or any adjournment thereof.
The Bylaws of the Company set forth the following procedures for nominations to
the Board of Directors:
Nominations for election of members of the Board of Directors may be made by the
Board of Directors or by any holder of any outstanding class of capital stock of
the Company entitled to vote for the election of directors. Notice of intention
to make any nominations (other than for persons named in the Notice of any
meeting called for the election of directors) are required to be made in writing
and to be delivered or mailed to the President of the Company by the later of:
(i) the close of business 21 days prior to any meeting of stockholders called
for the election of directors, or (ii) ten days after the date of mailing of
notice of the meeting to stockholders. Such notification must contain the
following information to the extent known to the notifying stockholder: (a) the
name and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the number of shares of capital stock of the Company owned
by each proposed nominee; (d) the name and residence address of the notifying
stockholder; (e) the number of shares of capital stock of the Company owned by
the notifying stockholder; (f) the number of shares of capital stock of any
bank, bank holding company, savings and loan association or other depository
institution owned beneficially by the nominee or by the notifying stockholder
and the identities and locations of any such institutions; and, (g) whether the
proposed nominee has ever been convicted of or pleaded nolo contendere to any
criminal offense involving dishonesty or breach of trust, filed a petition in
bankruptcy or been adjudged bankrupt. The notification shall be
Page -1-
<PAGE>
signed by the nominating stockholder and by each nominee, and shall be
accompanied by a written consent to be named as a nominee for election as a
director from each proposed nominee. Nominations not made in accordance with
these procedures shall be disregarded by the Chairman of the meeting, and upon
his instructions, the inspectors of election shall disregard all votes cast for
each such nominee. The foregoing requirements do not apply to the nominations of
a person to replace a proposed nominee who has become unable to serve as a
director between the last day for giving notice in accordance with this
paragraph and the date of election of directors if the procedure called for in
this paragraph was followed with respect to the nomination of the proposed
nominee.
By Order of the Board of Directors
/s/ A. Morgan Jones, Secretary
A. Morgan Jones, Secretary
April 9, 1998
YOU ARE URGED TO VOTE BY SIGNING AND RETURNING THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. THE ENCLOSED
PROXY IS SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS. ANY SHAREHOLDER GIVING A
PROXY MAY REVOKE IT PRIOR TO THE TIME IT IS VOTED BY NOTIFYING THE SECRETARY OF
THE COMPANY IN WRITING OF REVOCATION OF YOUR PROXY, BY FILING A DULY-EXECUTED
PROXY BEARING A LATER DATE, OR BY ATTENDING THE MEETING AND VOTING IN PERSON
AFTER ADVISING THE CHAIRMAN OF THE MEETING OF THAT ELECTION.
Page -2-
<PAGE>
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF
SIERRAWEST BANCORP
May 28, 1998
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of Proxies
for use at the 1998 Annual Meeting of Shareholders (the "Meeting") of SierraWest
Bancorp (the "Company" or "SWB") to be held at 4:00 p.m. on May 28, 1998, at the
North Tahoe Conference Center, Kings Beach, California, and at any and all
adjournments thereof.
It is anticipated that this Proxy Statement and the accompanying Notice and form
of Proxy will be mailed to shareholders eligible to receive notice of and vote
at the Meeting on or about April 18, 1998.
The matters to be considered and voted upon at the Meeting will be:
1. Election of Directors. Electing thirteen (13) directors to serve until the
1999 Annual Meeting of Shareholders and until their successors are elected
and have been qualified. Those persons whose name will be placed in
nomination at the Meeting for the thirteen (13) available seats on the
Board of Directors are:
David W. Clark A. Morgan Jones
Ralph J. Coppola Jack V. Leonesio
William T. Fike William W. McClintock
Richard S. Gaston Bernard E. Moore
Jerrold T. Henley Gary E. Stein
John J. Johnson Thomas M. Watson
Ronald A. Johnson
2. Other Business. Transacting such other business as may properly come before
the meeting or any adjournment thereof.
Revocability of Proxies
- -----------------------
A form of Proxy for voting your shares at the Meeting is enclosed. Any
shareholder who executes and delivers such Proxy has the right to and may revoke
it at any time before it is exercised by filing with the Secretary of the
Company an instrument revoking it or a duly executed Proxy bearing a later date.
The Proxy may also be revoked by attendance at the Meeting and election to vote
thereat. Subject to such revocation or suspension, all shares represented by a
properly executed Proxy received in time for the Meeting will be voted by the
Proxy holders in accordance with the instructions specified on the Proxy. IF NO
INSTRUCTION IS SPECIFIED IN YOUR PROXY WITH RESPECT TO THE ELECTION OF
DIRECTORS, THE SHARES REPRESENTED BY YOUR EXECUTED PROXY WILL BE VOTED "FOR" THE
NOMINEES FOR ELECTION OF DIRECTORS NAMED HEREIN. IF ANY OTHER BUSINESS IS
PROPERLY PRESENTED AT THE MEETING, THE PROXY WILL BE VOTED IN ACCORDANCE WITH
THE DETERMINATION OF THE APPOINTED PROXIES.
Page -3-
<PAGE>
Persons Making the Solicitation
- -------------------------------
This solicitation of Proxies is being made by the Board of Directors of the
Company. The expense of preparing, assembling, printing, and mailing this Proxy
Statement and the materials used in the solicitation of Proxies for the Meeting
will be borne by the Company. It is contemplated that Proxies will be solicited
principally through the use of the mail, but officers, directors, and employees
of the Company and its subsidiary SierraWest Bank (the "Bank"), may solicit
Proxies personally or by telephone, without receiving special compensation
therefore. The Company will reimburse banks, brokerage houses and other
custodians, nominees and fiduciaries for their reasonable expenses in forwarding
these Proxy materials to shareholders whose stock in the Company is held of
record by such entities. In addition, the Company may use the services of
individuals or companies it does not regularly employ in connection with this
solicitation of Proxies, if Management determines it advisable.
VOTING SECURITIES
There were issued and outstanding 4,119,382 shares of the Company's common stock
on April 7, 1998 which has been fixed as the record date for the purpose of
determining shareholders entitled to notice of, and to vote at, the Meeting (the
"Record Date"). On any matter submitted to a vote of the shareholders, each
holder of the Company's common stock will be entitled to one vote, in person or
by Proxy, for each share of common stock he or she held of record on the books
of the Company as of the Record Date. In connection with the election of
directors, shares may be voted cumulatively if a shareholder present at the
Meeting gives notice at the Meeting, prior to the voting for election of
directors, of his or her intention to vote cumulatively. If any shareholder of
the Company gives such notice, then all shareholders eligible to vote will be
entitled to cumulate their shares in voting for election of directors.
Cumulative voting allows a shareholder to cast a number of votes equal to the
number of shares held in his or her name as of the Record Date, multiplied by
the number of directors to be elected. These votes may be cast for any one
nominee, or may be distributed among as many nominees as the shareholder sees
fit. If cumulative voting is declared at the Meeting, votes represented by
Proxies delivered pursuant to this Proxy Statement may be cumulated at the
discretion of the Proxy holders, in accordance with Management's recommendation.
Abstentions and broker nonvotes are not counted in determining the number of
shares voted for or against any nominee for director or any proposal.
SHAREHOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Management of the Company knows of no person who owns, beneficially or of
record, either individually or together with associates, five percent (5%) or
more of the outstanding shares of the Company's common stock, except as set
forth in the table on the following page. This table sets forth, as of March 10,
1998 the number and percentage of shares of Company's outstanding common stock
beneficially owned, directly or indirectly, by each of Company's current
directors and nominees, current and former executive officers of the Company
whose salary and bonus exceeded $100,000 during 1997 ("named executive
officers") and principal shareholders, and by the directors and executive
officers of the Company as a group. The shares "beneficially owned" are
determined under Securities and Exchange Commission Rules, and do not
necessarily indicate ownership for any other purpose. In general, beneficial
ownership includes shares over which a director, principal shareholder, or
executive officer has sole or shared voting or investment power and shares which
such person has the right to acquire within sixty (60) days of March 10, 1998.
Management is not aware of any arrangements which may, at a subsequent date,
result in a change of control of the Company.
Page -4-
<PAGE>
<TABLE>
Shares Shares
Owned Owned
with with
Sole Voting Shared Shares
and Voting and Acquirable Percent
Name and Address Investment Investment within of
of Beneficial Owner(1) Power Power 60 days(2)(3) Total Shares Class(5)
<S> <C> <C> <C> <C> <C>
Directors and Nominees
and Named Executive Officers
David W. Clark 10,985 5,864 6,916 23,765 *
William T. Fike(4) 13,894 15,348 76,860 106,102 2.5%
Ralph J. Coppola 6,506 2,399 8,905 *
Jerrold T. Henley 47,725 9,189 56,914 1.4%
John J. Johnson 2,388 1,155 2,204 5,747 *
Ronald A. Johnson 2,927 1,497 4,424 *
A. Morgan Jones 1,727 650 9,154 11,531 *
Jack V. Leonesio 14,955 3,957 18,912 *
William W. McClintock 7,820 105 9,154 17,079 *
Richard Gaston 3,866 2,156 6,022 *
Bernard E. Moore 7,787 7,787 *
Gary E. Stein 19,951 19,951 *
Thomas M. Watson 8,102 10,194 18,296 *
David C. Broadley(4) 20,866 14,586 1,657 37,109 *
Patrick S. Day 1,575 3,780 5,355 *
Robert C. Silver(4) 633 14,586 15,219 *
Richard L. Belstock 3,218 3,218 *
Martin R. Sorensen 357 4,410 4,767 *
Total for Directors
and Executive Officers
(numbering 16) 147,412 23,122 141,322 311,856 7.3%
Principal Shareholders
Investors of America, L.P.
39 Glen Eagles Drive
St. Louis, MO 63124 297,045 297,045 7.2%
- ------------
* less than one percent
</TABLE>
(1) The address for all Directors, Nominees and Named Executive Officers is c/o
SierraWest Bancorp, P. O. Box 61000, Truckee, CA 96160.
(2) Includes shares that can be purchased through Bancorp's stock option plan.
For non-employee directors, includes 492 shares earned under the Directors
Deferred Compensation and Stock Award Plan for all but Mr. Clark (509 shares),
Mr. Henley (527 shares), Mr. Watson (1,532 shares), and Mr. Coppola (1,475
shares). For Messrs. Moore and Stein, shares represent California Community
Bancshares Corporation ("CCBC") shares and options at an assumed conversion
ratio 0.8429 SWB shares for each CCBC share. These shares are convertible into
SWB shares upon the acquisition of CCBC by SWB. The conversion ratio is based on
the closing price of Bancorp's stock on March 10, 1998.
(3) Includes 2,049 CCBC shares convertible into 1,727 SWB shares owned by Dr.
Stein's wife, as to which Dr. Stein disclaims beneficial ownership.
(4) Messrs. Fike, Broadley and Silver have voting authority for 14,586 shares of
unallocated SWB common stock held by the SWB ESOP plan.
(5) Excludes shares to be issued upon the acquisition of CCBC.
Page -5-
<PAGE>
ELECTION OF DIRECTORS
Nominees
- --------
The Company's Bylaws provide that the exact number of directors of the Company
shall be not fewer than seven or more than 13, with the exact number to be fixed
by approval of the Board or of the shareholders. The Board has fixed the number
of directors at 13 as of the date of the meeting.
The persons named below as nominees, will be nominated for election as directors
at the Meeting to serve until the 1999 Annual Meeting of Shareholders and until
their successors are elected and have qualified. Votes will be cast in such a
manner as to effect the election of all thirteen (13) nominees (or as many
thereof as possible under the rules of cumulative voting). In the event that any
of the nominees should be unable to serve as a director, it is intended that the
Proxy will be voted for the election of such substitute nominee, if any, as
shall be designated by the Board of Directors. The Board of Directors has no
reason to believe that any of the nominees named below will be unable to serve
if elected. Additional nominations for director may only be made by complying
with the nomination procedures which are included in the Notice of Annual
Meeting of Shareholders accompanying this Proxy Statement.
The following table sets forth the names of and certain information, as of March
10, 1998, concerning the persons that are to be nominated by the Board of
Directors for election as directors of the Company:
<TABLE>
Year
First
Appointed Principal Occupation
Name Age Director During the Past Five Years
<S> <C> <C> <C>
Current Directors
and Nominees
David W. Clark 60 1990 Chairman/CEO of Clark and Sullivan
Constructors, Inc. since January 1977.
Ralph J. Coppola 63 1996 Self-employed physician and auto dealer.
William T. Fike 50 1992 President/CEO and Director of the Company
since July 1992. President/CEO of SierraWest
Bank since October 1996. Executive Vice
President and Chief Operating Officer of the
Company from May 1991 to July 1992.
Richard S. Gaston 64 1995 President and director of GAC Corporation and
Gaston & Wilkerson Management Group, real estate
management companies.
Jerrold T. Henley 59 1986 Chairman of the Company since July 1992.
President/CEO of the Company from its
inception to June 1992.
John J. Johnson 64 1996 Retired. Owner, Johnson's Sporting World,
Reno, Nevada until April 1992.
Ronald A. Johnson 57 1996 Self-employed CPA and financial consultant.
</TABLE>
Page -6-
<PAGE>
<TABLE>
Year
First
Appointed Principal Occupation
Name Age Director During the Past Five Years
<S> <C> <C> <C>
Current Directors
and Nominees
A. Morgan Jones 65 1986 Attorney. President and director of Truckee
River Associates, (commercial real estate
management, development and sales).
Jack V. Leonesio 54 1986 Owner of a restaurant/bar in Truckee,
California since 1973 and co-owner of a bar in
Reno, Nevada since April 1994.
William W. McClintock 52 1986 Self-employed CPA and financial consultant.
Bernard E. Moore 68 * Chairman of the Board of Directors of CCBC
since 1995 and the Chairman of the Board of
Directors of Continental Pacific Bank ("CP
Bank") since 1986 and Director of CP Bank
since 1983. President of Bernard Moore, Inc.,
d.b.a. Moore Tractor, Inc., which sells farm
implements.
Gary E. Stein 52 * Director of CCBC since 1995 and a Director of
CP Bank since 1983. Physician and Associate
Medical Director of the University of California,
Davis, Davis Medical Group, Vacaville, California.
Thomas M. Watson 54 1986 Managing Officer, Truckee River Associates,
(commercial real estate management, development and sales).
</TABLE>
* Pursuant to the Plan of Acquisition and Merger dated November 13, 1997 among
SWB, SierraWest Bank, CCBC and CP Bank, Messrs. Moore and Stein will be
appointed Directors of SWB upon the completion of the merger of CCBC into SWB.
Their nomination is subject to the completion of this merger. If the merger is
not completed, the number of directors to be elected at the meeting will be
reduced to 11.
Except as described above, none of the directors or nominees were selected
pursuant to any arrangement or understanding other than with the directors of
the Company acting within their capacities as such. There are no family
relationships between any of the directors and executive officers of the
Company.
The Board of Directors and Committees
- -------------------------------------
The Company's Board of Directors met 12 times during 1997. None of the directors
or executive officers attended less than 75 percent of the aggregate of all
Board of Directors meetings and committee meetings, of which they were members,
held during 1997. The Company has a standing Audit/Ethics, Nominating and
Personnel/Compensation Committee.
The Audit/Ethics Committee reviews audits of the Company and its subsidiaries,
and considers the adequacy of auditing procedures. The Audit/Ethics Committee
consists of Messrs. Coppola, John J.
Page -7-
<PAGE>
Johnson, Watson, McClintock, Gaston and Mr. Henley as a member-at-large. The
Audit/Ethics Committee met 12 times in 1997. The Nominating Committee consists
of Messrs. Henley, Clark, Fike and Jones. The Nominating Committee met once in
1997. The Nominating Committee recommends the nominees for director positions on
the Company's Board of Directors for review and approval by the Board. The
Company has a Personnel/Compensation Committee which consists of Messrs. Clark,
Gaston, McClintock, Fike and Mr. Henley as a member-at-large. The
Personnel/Compensation Committee met 13 times in 1997. The
Personnel/Compensation Committee determines the salaries of executive officers
of the Company. The Personnel/Compensation Committee reviews and approves salary
recommendations for all Senior Vice Presidents and above. The Committee reviews
and approves all benefit program changes recommended by management and works
with management in the development of all company-wide incentive compensation
programs.
Compensation of Directors
- -------------------------
Directors' fees for board and committee meetings are as follows:
<TABLE>
Board Meetings Committee Meetings
Retainer Attendance Retainer Attendance
<S> <C> <C> <C> <C>
Chairman of the Board $3,383/month $0 $0 $0
Director $1,500/month $0 (1) $0 $150/meeting(2)
Committee Chairman N/A N/A $100/month $150/meeting(2)
</TABLE>
(1) Compensation for attendance at special board meetings is $100 per director
per meeting.
(2) Fee for attendance at Directors' Loan Committee is $250 per
meeting.
In addition to the above fees, an educational allowance is determined annually
by the Board. The Chairman of the Board allocates funds for educational expenses
pursuant to requests submitted by each director until the allowance is
exhausted.
The Company's Deferred Compensation and Stock Award plan is provided to members
of the Board of Directors who are not employees of SWB or of its subsidiary
("Outside Directors"). Under this plan Outside Directors are required to take on
a deferred basis one-third of their directors' fees for regular board meetings
in the form of promised shares of SWB common stock. The remaining amount of
director fees for regular board meetings may also be deferred and paid in SWB
common stock at the election of the director. The purpose of this plan is to
enable Outside Directors to defer receipt of compensation for their services to
later years and to provide part of the compensation for their services in
promised shares of SWB common stock in order to better align the interest of
Outside Directors with those of the Company's Shareholders.
Expenses for the directors and their spouses related to attendance at the
Company's annual weekend directors' retreat are paid for by the Company.
Directors are eligible for coverage under the Company's group health insurance
plan. Premiums for health insurance coverage are shared between the director and
the Company on the same basis as that for Company employees. Additionally, the
Company pays for premiums covering the first $25,000 of accidental death
benefits and the administration of KEOGH plans for directors, if they elect to
participate.
The Company maintains a salary continuation plan (see "Salary Continuation Plan"
on page 13) for its executive officers, certain senior officers and its
directors. As of December 31, 1997, the Company's non-employee directors were
credited with $89,142 in accrued benefits under the directors' salary
continuation plan. The Company allocated $16,958 to the Salary Continuation Plan
in 1997 on behalf of its non-employee directors.
Page -8-
<PAGE>
<TABLE>
Stock options granted and not canceled to non-employee directors under the
Company's 1988 stock option plan are as follows:
Director Date of Grant Options Granted(2) Options Outstanding(1)(2)
- -------- ------------- ------------------ -------------------------
<S> <C> <C> <C>
David W. Clark 8-17-95 6,407 6,407
Ralph J. Coppola 9-01-93 924 924
Richard S. Gaston 8-17-95 1,664 1,664
Jerrold T. Henley 8-17-95 8,662 8,662
John J. Johnson 8-17-95 1,712 1,712
Ronald A. Johnson 9-01-93 1,005 1,005
A. Morgan Jones 8-17-95 8,662 8,662
Jack V. Leonesio 9-01-93 8,662 3,465
William W. McClintock 8-17-95 8,662 8,662
Thomas M. Watson 8-17-95 8,662 8,662
</TABLE>
Options granted on August 17, 1995 have an exercise price of $9.29, a term of
ten years and were 100% vested on grant. Options granted on September 1, 1993
have an exercise price of $6.19, a term of five years and one day and vest 20%
per year.
(1) As of March 10, 1998.
(2) Adjusted to reflect the 5% stock dividend paid August 29, 1997.
Page -9-
<PAGE>
Executive Officers
- ------------------
The following table sets forth information concerning executive officers of the
Company at March 10, 1998:
<TABLE>
Position and Principal Occupation
Name Age During the Past Five Years
<S> <C> <C>
William T. Fike 50 President/CEO and Director of the Company since July
1992. President/CEO of SierraWest Bank since October,
1996. Executive Vice President and Chief Operating
Officer of the Company, from May 1991 to July 1992.
David C. Broadley 54 Executive Vice President and Chief Financial Officer of
the Company since February 1994. Executive Vice
President and Chief Financial Officer of SierraWest Bank
since February 1995. Senior Vice President and Chief
Financial Officer of the Company, from 1985 to 1994.
Patrick S. Day 48 Executive Vice President and Chief Credit Officer of the
Company and SierraWest Bank since July 1995.
Executive Vice President and Chief Operating Officer of
Business & Professional Bank from January through June
1995. Principal of PSD Associates, a bank consulting
company, from 1993 to 1995. Executive Vice President
and Chief Credit Officer of Bank of San Francisco from
1991 to 1993.
Robert C. Silver 55 Senior Vice President, manager of Administration Division
for SierraWest Bank since November, 1995. Senior Vice
President and Director of Human Resources for SierraWest Bank
from July, 1991 through October, 1995.
Richard L. Belstock 41 Senior Vice President, Controller and Chief Accounting
Officer for the Company since August 1997. Senior Vice
President and Controller of the Company from July 1994
through September 1996. Senior Vice President and
Controller of SierraWest Bank since June, 1994. Vice
President and Assistant Controller for the Company from
August, 1990 through June, 1994.
Mary Jane Posnien 54 Senior Vice President of Operations for SierraWest Bank
since March 1998. Senior Vice President of Operations for
SierraWest Bank from November 1995 to August 1997.
Senior Vice President of Operations for Sierra Bank of
Nevada from March 1995 to November 1995. Vice
President of Operations for Sierra Bank of Nevada from
December 1993 to March 1995. Manager of Gotcha
Covered, a carpet/window covering store from 1991
through 1993.
</TABLE>
Page -10-
<PAGE>
Executive Compensation
- ----------------------
<TABLE>
Summary Compensation Table
--------------------------
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
# of
Shares # of
Name and Other Restricted Shares LTIP All
Principal Annual Stock Options/ Pay- Other
Position Year Salary Bonus Comp. Awards SARS(3) Outs Comp.
- -------- ---- ------ ----- ----- ------ ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William T. Fike 1997 $247,760 $ 135,000 $3,394 0 0 0 $19,852
President/CEO of 1996 $230,384(1) $ $4,643 0 52,500 0 $17,351
the Company 1995 $200,000 $ $3,451 0 10,500 0 $16,444
and the Bank
David C. Broadley 1997 $140,376 $ 73,870 $3,668 0 0 0 $19,983
Executive Vice 1996 $131,256 $ $ 106 0 0 0 $20,154
President/CFO of 1995 $130,214 $ $ 0 0 6,300 0 $18,634
the Company and
the Bank
Patrick S. Day(2) 1997 $ 129,167 $ 67,972 $3,395 0 0 0 $ 3,545
Executive Vice 1996 $ 126,519 $ $3,858 0 0 0 $ 2,245
President of the 1995 $ 57,293 $ $1,005 0 14,700 0 $ 123
Company and
the Bank
Robert C. Silver 1997 $ 98,078 $ 49,780 $ 0 0 2,750 0 $ 5,690
Senior Vice 1996 $ 87,369 $ 0 $ 0 0 0 0 $ 4,423
President of 1995 $ 76,646 $ 0 $ 0 0 3,150 0 $ 4,003
the Bank
Richard L. Belstock 1997 $ 83,202 $ 43,783 $ 0 0 0 0 $ 3,895
Senior Vice 1996 $ 81,101 $ 15,000 $ 0 0 0 0 $ 3,114
President/Controller 1995 $ 79,849 $ 0 $ 0 0 8,400 0 $ 2,701
of the Company and
the Bank
Martin R. Sorensen 1997 $ 153,930 $ 0 $1,750 0 0 0 $21,067
Former Executive 1996 $ 147,565 $ 0 $1,530 0 0 0 $22,646
Vice President of 1995 $ 145,834 $ 0 $2,808 0 6,300 0 $32,032
the Bank
</TABLE>
Notes:
(1) Includes payment of accrued vacation pay of $30,384.
(2) Hired in 1995.
(3) Adjusted for 5% stock dividend paid August 29, 1997.
Bonus - Bonuses are paid in the year after they are earned. For purposes of this
table, bonuses have been reflected in the year earned, not the year paid.
Other Annual Compensation - Includes value of personal use of Company provided
automobiles and reimbursements for the personal portion of club dues and spousal
travel expenses.
Page -11-
<PAGE>
All Other Compensation - Includes the following:
- ----------------------
<TABLE>
Company Contribution to 401(k) Plan For: 1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Mr. Fike $ 4,750 $ 4,652 $ 4,750
Mr. Broadley $ 4,145 $ 3,896 $ 3,742
Mr. Day $ 1,938 $ 938 $ 0
Mr. Silver $ 2,779 $ 2,566 $ 2,339
Mr. Belstock $ 2,946 $ 2,383 $ 2,053
Mr. Sorensen $ 1,560 $ 4,427 $ 4,375
Company Contributions to ESOP Plan For:
Mr. Fike $ 1,562(1) $ 1,240 $ 1,169
Mr. Broadley $ 1,463(1) $ 1,085 $ 1,015
Mr. Day $ 1,346(1) $ 1,046 $ 0
Mr. Silver $ 1,021(1) $ 722 $ 598
Mr. Belstock $ 867(1) $ 671 $ 602
Mr. Sorensen $ 1,562(1) $ 1,220 $ 1,159
(1) Amount estimated for 1997, pending final plan accounting for the 1997 plan year.
Moving Expense Reimbursement Paid To:
Mr. Sorensen $ 0 $ 0 $ 2,229
Allocations to Salary Continuation Plan For:
Mr. Fike $ 10,890 $ 9,858 $ 8,924
Mr. Broadley $ 12,877 $ 13,675 $ 12,379
Mr. Sorensen $ 17,441 $ 15,789 $ 23,059
Cost of life insurance provided by Company of which the benefit exceeded $50,000
For:
Mr. Fike $ 2,650 $ 1,601 $ 1,601
Mr. Broadley $ 1,498 $ 1,498 $ 1,498
Mr. Day $ 261 $ 261 $ 123
Mr. Silver $ 1,890 $ 1,135 $ 1,066
Mr. Belstock $ 82 $ 60 $ 46
Mr. Sorensen $ 504 $ 1,210 $ 1,210
</TABLE>
The following table shows the options issued during 1997 for those individuals
listed in the summary table:
<TABLE>
Option/SAR Grants During 1997 Fiscal Year
Percent of
total
options/SARs Potential realizable value
granted to at assumed annual rates of
Options/SARs employees in Exercise or stock price appreciation for
Granted fiscal year base price Expiration option term
Name (#) (%) (/Sh) date 5% 10%
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert C. Silver 2,750 4.3 $24.13 August 26, 2007 $41,732 $105,757
</TABLE>
Page -12-
<PAGE>
<TABLE>
Aggregated Option/SAR Exercises In Last Fiscal Year and FY-End Option/SAR Value
Value of
Number of Unexercised
Unexercised In-The-Money
Options/SARS at Options/SARS At
Shares FY-End-#Shares FY End-$
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Mr. Fike 0 $ 0 83,790/ 15,698 $ 1,888,013 / 392,941
Mr. Broadley 21,653 $ 360,848 1,658 / 8,977 $ 38,569 / 228,652
Mr. Day 2,100 $ 16,501 3,780 / 8,820 $ 91,075 / 215,175
Mr. Silver 2,363 $ 28,744 630 / 6,373 $ 14,513 / 116,914
Mr. Belstock 2,835 $ 23,411 1,680 / 5,618 $ 38,200 / 130,241
Mr. Sorensen 7,560 $ 60,896 4,410 / 10,080 $ 111,338 / 251,700
</TABLE>
The value of unexercised In-the-money options and the value realized on exercise
of stock options is calculated by subtracting the exercise price from the fair
market value at December 31, 1997 or the date of exercises, respectively, of the
securities underlying the options. All share amounts have been adjusted for the
5% stock dividend paid August 29, 1997.
Salary Continuation Plan
- ------------------------
The Company has entered into agreements with certain directors of the Company
and the Bank, and certain executive officers and a former executive officer of
the Bank, to provide for salary continuation benefits upon the retirement or
earlier death of the directors and executive officers. The benefits pursuant to
this plan are: $50,000 per year for Messrs. Fike and Sorensen and $40,000 per
year for Mr. Broadley payable for a period of 20 years following retirement at
age 65 or earlier death. Benefits for the participating directors are $4,000 per
year for 15 years, beginning 15 years after their respective plan commencement
dates.
In the event of earlier death, the benefits are payable to the officer's or
director's designated beneficiary. The Company has secured life insurance
policies for the purpose of protecting it from loss in the event of earlier
death. In the event of earlier retirement or early termination of office or
employment of the officer or director, a reduced benefit is payable. At the
option of the officer or director a reduced benefit may be received in a lump
sum based on a discounting formula. Accrued benefits for both officers and
directors vest 20% per year over a five-year period from the date of association
with the Company. Additionally, there are restrictions on the covered individual
from engaging in any competing occupation upon retirement and provisions
requiring the covered individual to perform advisory services, for compensation,
for a period of five (5) years following retirement or early termination of
office or employment.
During 1996 the agreements of Messrs. Fike, Broadley and Sorensen and certain
directors of SWB were modified to provide for an acceleration of benefits such
that the full amount due under the agreement would become payable in the case of
a change of control of the Company. For the Directors' plan this would be in the
form of a lump sum payment based on a discounting formula. The plan for Messrs.
Fike, Broadley and Sorensen provided for this payment in the form of 240 equal
monthly installments. The agreements were further modified to eliminate the
restrictions described above related to engaging in a competing occupation and
the performance of advisory services upon a change in control.
Page -13-
<PAGE>
As of December 31, 1997, executive officers were credited with the following
accrued benefits under this Plan:
David C. Broadley $ 106,667
William T. Fike 55,741
Martin R. Sorensen 56,289
Employment Agreements
- ---------------------
Effective October 1, 1994, the Company entered into an employment agreement with
Mr. Fike covering the terms of his employment, compensation, and conditions of
termination. Unless employment is terminated or the agreement is extended, Mr.
Fike's employment will continue until December 31, 1999. His base salary was set
initially at $200,000 per year and he is eligible for bonuses and participation
in all employee benefit programs. He will be considered for periodic increases
in base salary at the discretion of the Board of Directors. He will continue to
participate in the Salary Continuation Plan and be provided with a Company car
and a country club membership. In the event of termination without cause, Mr.
Fike will receive all amounts owing to him at the date of termination and a
lump-sum severance payment equal to eighteen months' base salary. During the
month of February 1997 Mr. Fike's base salary was increased to $250,000 per year
and during February 1998 Mr. Fike's base salary was increased to $262,500 per
year.
In 1996, Messrs. Broadley, Sorensen, Day, Silver and Belstock entered into
Senior Manager Separation Benefits Agreements. Under the terms of these
agreements as amended during 1997 and 1998, certain benefits would become
payable to the manager in the event of the termination of employment for any
reason, other than a material violation of the Company's personnel policies and
procedures. The benefit includes one year's base salary (as to Messrs. Broadley,
Sorensen and Day) or nine months' base salary (as to Mr. Silver) or six months
base salary (as to Mr. Belstock) paid as a lump sum or in 24 equal semi-monthly
payments (as to Messrs. Broadley, Sorensen and Day) or 18 equal semi-monthly
payments (as to Mr. Silver) or twelve equal semi-monthly payments (as to Mr.
Belstock), at the election of the executive officer. If the semi-monthly
payments are chosen, health benefits continue to be provided on the same terms
as during active employment. For Messrs. Broadley and Sorensen, in the event of
a change in control or reorganization of the Company, the executive officer may,
within a nine month period, resign from the Company and receive the same
benefits as would be payable upon involuntary termination.
Personnel/Compensation Committee Report on Executive Compensation
- -----------------------------------------------------------------
Compensation Policies for Executive Officers
The members of the Personnel/Compensation Committee collectively represent a
wide range of business and professional occupations, including business owners
and operators, accountants, and retired community leaders. They have available
to them various surveys reflecting executive compensation practices in banking
and other related industries. These sources are used by the Committee in
reviewing compensation. Once each year the Committee reviews the total
compensation of the executive officers listed in this Proxy Statement. The
Committee has adopted a practice of keeping the base salaries of these
executives at, or slightly below industry norms for comparable positions within
similarly sized and located institutions. The Committee then establishes cash
incentive bonus plans and stock option grants to bring the executives' total
compensation to, or above, industry norms only if certain performance criteria
are met. The performance criteria and resulting cash incentive payments are
approved annually by the Committee, and reflect those elements that will most
closely affect earnings and the growth of shareholder equity.
In the Committee's opinion the named executives are properly compensated at the
present time when compared with all others in similar positions in companies of
similar size. They are not overcompensated and never have been during the
Committee's tenure.
Page -14-
<PAGE>
Chief Executive Officer Compensation
- ------------------------------------
In 1997, Mr. Fike received a salary of $247,760. Mr. Fike's base salary was paid
in accordance with an employment agreement discussed herein. The Committee
considered this salary appropriate in light of Mr. Fike's leadership of one of
the stronger bank holding companies in California. Mr. Fike's total cash
compensation was also based on his contributions to the overall long-term
strategy and financial success of the Company.
The employment agreement was executed in 1994 and is effective through 1999. The
Committee retained the consulting services of the Wyatt Company, a leading
compensation and benefits consulting firm, to research and recommend a total
compensation package for Mr. Fike, which is reflected in the employment
agreement. The only instructions given to the Wyatt Company were to recommend a
package based on comparable bank holding companies in California. During the
course of the Wyatt Company's engagement, the Committee independently reviewed
the following peer group survey studies: The Findley Reports "1994 Senior
Management Compensation Survey Analysis of California Banks;" Deloitte & Touche
LLP "California Banks 1994 Compensation Survey;" BAI Foundation "The Bank Key
Executive Compensation Survey - 1994 Results;" Wyatt Data Services "1994
Community Bank Compensation Report;" and Sheshunoff "Bank Executive and Director
Compensation Survey. "Based on this data, the Committee established Mr. Fike's
annual salary. The salary level thus established was then reviewed by Wyatt
Company's consultant and deemed to be competitive and within the appropriate
range.
The Board of Directors awarded an incentive bonus of $135,000 to Mr. Fike for
his performance during 1997. In determining the bonus the compensation committee
and the Board considers many factors, some of which are: strategic focus, return
on equity, improvement in shareholder value, credit quality, plus the efficiency
ratio of the Company. Additionally, study is made of aggregate total
compensation paid for other outstanding performing banks of similar size. In
light of Mr. Fike's leadership and consideration of the above factors this
amount was chosen.
Personnel/Compensation Committee:
David W. Clark, Chairman William T. Fike
Richard S. Gaston Jerrold T. Henley (member-at-large)
William W. McClintock
Personnel/Compensation Committee Interlocks and Insider Participation
- ---------------------------------------------------------------------
With the exception of Jerrold Henley and William Fike, no member of the
Personnel/Compensation Committee is a former or current officer or employee of
the Company. Mr. Henley retired as President and CEO of the Company in June
1992. Mr. Fike succeeded Mr. Henley as President and CEO of the Company. There
are no compensation committee interlocks between the Company and other entities
involving Company executive officers and Company directors.
Common Stock Performance: As part of the executive compensation information
presented in this Proxy Statement, the Securities and Exchange Commission
requires a five-year comparison of stock performance for the Company with stock
performance of appropriate similar companies.
Page -15-
<PAGE>
The following graph compares the Company's performance with the total return
index for the Nasdaq Stock Market (US Companies) and the total return index for
Nasdaq traded banks:
<TABLE>
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
<S> <C> <C> <C> <C> <C> <C>
SierraWest Bancorp 100 122 152 189 282 655
Nasdaq Stock Market
(US Companies) 100 115 112 159 195 239
Nasdaq Bank Stocks 100 114 114 169 223 377
</TABLE>
Note to Graph Above: Assumes $100 invested on December 31, 1992, in SierraWest
Bancorp Common Stock and an identical amount in the Nasdaq Indexes. The Nasdaq
indexes were compiled by the Center for Research in Securities Prices (CRSP),
University of Chicago, Graduate School of Business.
Section 16(a) Beneficial Ownership and Compliance
- -------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain officers and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Directors, certain officers and greater than ten-percent shareholders
("Reporting Persons") are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that from January 1, 1997, to
December 31, 1997, all filing requirements applicable to its Reporting Persons
were complied with, except that Mr. Henley and Mr. Gaston each reported one
transaction on Form 5 that should have been reported earlier on Form 4, Mr.
Coppola was late in filing a Form 4 covering one transaction, and Mr. Silver was
late in filing a Form 3, and reported 3 transactions on Form 5 that should have
been reported earlier on Form 4.
Page -16-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the directors of the Company and the companies with which they are
associated are customers of, or have had banking transactions with, the Bank in
the ordinary course of its business and the Bank expects to have banking
transactions with these persons in the future. In Management's opinion, since
January 1, 1997, all loans and commitments to lend included in such transactions
were made in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing for comparable
transactions with other persons of similar credit worthiness and, in the opinion
of Management, did not involve more than a normal risk of collectability or
present other unfavorable features.
INDEPENDENT ACCOUNTANTS
The firm of Deloitte & Touche, LLP, Sacramento, California, served as
independent public accountants for the Company and its subsidiaries for the year
1997 and has been selected to be the Company's independent public accountants
for the year 1998. All services rendered were approved by the Company's
Audit/Ethics Committee, which has determined the firm of Deloitte & Touche LLP
to be independent. It is expected that one or more representatives of Deloitte &
Touche LLP will be present at the Meeting and will be given the opportunity to
make a statement, if desired, and to respond to appropriate questions.
SHAREHOLDER PROPOSALS
The deadline for shareholders to submit proposals to be considered for inclusion
in the Proxy Statement for the Company's 1999 Annual Meeting of Shareholders is
December 19, 1998.
OTHER MATTERS
Management does not know of any matters to be presented at the Meeting other
than those set forth above. However, if other matters come before the Meeting,
it is the intention of the persons named in the accompanying Proxy to vote the
shares represented by the Proxy in accordance with the recommendations of
Management on such matters, and discretionary authority to do so is included in
the Proxy.
SIERRAWEST BANCORP
Dated: April 9, 1998 /s/ A. Morgan Jones, Secretary
A. Morgan Jones, Secretary
The Annual Report to Shareholders for the fiscal year ended December 31, 1997,
is being mailed concurrently with this Proxy Statement to all shareholders of
record as of April 7, 1998.
A COPY OF THE COMPANY'S 1997 ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K WILL BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON
WRITTEN REQUEST TO SIERRAWEST BANCORP, ATTN: CONTROLLER'S OFFICE., P.O. BOX
61000, TRUCKEE, CA 96160-9010.
Page -17-
<PAGE>
APPENDIX A
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
SIERRAWEST The undersigned hereby appoint David W. Clark, Jerrold T.
BANCORP Henley, William W. McClintock and Thomas M. Watson, as
proxies and with full power of substitution, to represent,
vote and act with respect to all shares of common stock of the
Bancorp which the undersigned would be entitled to vote at the
meeting of shareholders to be held on May 28, 1998, at 4:00
p.m., at the North Tahoe Conference Center, Kings Beach,
California or any adjournments thereof, with all the powers
the undersigned would possess if personally present as
follows:
1. ELECTION OF THIRTEEN PERSONS TO BE DIRECTORS.
David W. Clark, Ralph J. Coppola, William T. Fike, Richard S. Gaston,
Jerrold T. Henley, John J. Johnson, Ronald A. Johnson, A. Morgan
Jones, Jack V. Leonesio, William W. McClintock, Bernard E. Moore,
Gary E. Stein, Thomas M. Watson
_____ FOR ALL NOMINEES LISTED ABOVE _____ WITHHOLD AUTHORITY
(except as marked to the contrary below)
INSTRUCTION: To withhold authority to vote for any individual nominee strike
nominee's name or write that nominee's name in the following space:
___________________________________
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment or
adjournments thereof.
(Continued on reverse side.)
- ---------------------------PLEASE SIGN AND DATE BELOW--------------------------
THIS PROXY, WHEN PROPERLY EXECUTED BY THE UNDERSIGNED STOCKHOLDER(S), WILL BE
VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ELECTION OF ALL THE DIRECTORS NOMINATED AND NAMED IN THE PROXY
STATEMENT. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY CONFERS
AUTHORITY TO AND SHALL BE VOTED IN ACCORDANCE WITH THE DETERMINATION OF THE
PROXIES.
(Please date this Proxy and sign your name exactly as it appears on your stock
certificates. Executors, administrators, trustees, etc., should give their full
title. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person. All joint owners should sign.)
_____ I DO _____DO NOT EXPECT TO ATTEND THE MEETING
_________ Number Attending
______________________
(Please Print Your Name)
______________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF (Please Print Your Name)
DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE BY
FILING WITH THE SECRETARY OF THE BANCORP A DULY Date:_________________
EXECUTED PROXY BEARING A LATER DATE OR AN INSTRUMENT
REVOKING THIS PROXY. ______________________
(Signature ofShareholder)
______________________
(Signature of Shareholder)
