<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
<TABLE>
<S> <C>
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
</TABLE>
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ORANGE NATIONAL BANCORP
- - --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- - --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 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: ________________________________________________________________
DEFINITIVE PROXY MATERIALS WILL BE FORWARDED TO SHAREHOLDERS ON APRIL 24, 1995.
<PAGE> 2
[ORANGE NATIONAL BANCORP LOGO]
1201 EAST KATELLA AVENUE
ORANGE, CALIFORNIA 92667
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 1995
TO THE SHAREHOLDERS OF ORANGE NATIONAL BANCORP:
NOTICE IS HEREBY GIVEN that, pursuant to the call of its board of
directors, the Annual Meeting of Shareholders (the "Meeting") of Orange National
Bancorp (the "Bancorp") will be held at the Bancorp's main office located at
1201 East Katella Avenue, Orange, California, on Monday, May 22, 1995 at 7:30
a.m. for the purpose of considering and voting upon the following matters:
1. Election of Directors. To elect thirteen (13) persons to the board
of directors to serve until the 1996 Annual Meeting of Shareholders and
until their successors are elected and have been qualified. The persons
nominated by management to serve as directors are:
<TABLE>
<S> <C>
Michael W. Abdalla, M.D. William S. Frantz
Fred L. Barrera Gerald R. Holte
Michael J. Christianson James E. Mahoney
Kenneth J. Cosgrove Wayne F. Miller
Robert W. Creighton Harlan A. Smith, O.D.
Armand Durante San E. Vaccaro
Charles R. Foulger
</TABLE>
2. Ratification of Accountants. To ratify the appointment of McGladrey
& Pullen as the Bancorp's independent certified public accountants for the
year 1995.
3. Other Business. To transact such other business as may properly
come before the Meeting or any adjournment thereof.
The board of directors has fixed the close of business on April 7, 1995 as
the record date for determination of shareholders entitled to notice of, and to
vote at, the Meeting or any adjournment thereof.
The Bylaws of the Bancorp 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) 10 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
<PAGE> 3
stockholder; (f) the number of shares of capital stock of any bank, bank
holding company, savings and loan association or other depository
institution owned beneficially by the nominee or by the notifying
stockholder and the identities and locations of any such institutions; and,
(g) whether the proposed nominee has ever been convicted of or pleaded nolo
contendere to any criminal offense involving dishonesty or breach of trust,
filed a petition in bankruptcy or been adjudged bankrupt. The notification
shall be signed by the nominating stockholder and by each nominee, and
shall be accompanied by a written consent to be named as a nominee for
election as a Director from each proposed nominee. Nominations not made in
accordance with these procedures shall be disregarded by the chairman of
the meeting, and upon his instructions, the inspectors of election shall
disregard all votes cast for each such nominee. The foregoing requirements
do not apply to the nomination of a person to replace a proposed nominee
who has become unable to serve as a Director between the last day for
giving notice in accordance with this paragraph and the date of election of
Directors if the procedure called for in this paragraph was followed with
respect to the nomination of the proposed nominee.
BY ORDER OF THE BOARD OF DIRECTORS
[SIG]
Robert W. Creighton, Secretary
April 24, 1995
YOU ARE URGED TO VOTE IN FAVOR OF MANAGEMENT'S PROPOSALS 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 BANCORP'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 BANCORP IN WRITING OF
REVOCATION OF THE PROXY, BY FILING A DULY EXECUTED PROXY BEARING A LATER DATE,
OR BY ATTENDING THE MEETING AND VOTING IN PERSON. PLEASE INDICATE ON THE PROXY
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING SO THAT WE CAN ARRANGE FOR
ADEQUATE ACCOMMODATIONS.
<PAGE> 4
[ORANGE NATIONAL BANCORP LOGO]
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the 1995 Annual Meeting of Shareholders (the "Meeting") of
Orange National Bancorp (the "Bancorp") to be held at the Bancorp's main office
located at 1201 East Katella Avenue, Orange, California, on Monday, May 22, 1995
at 7:30 a.m., 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 on or about April 24, 1995 to shareholders eligible
to receive notice of, and to vote at, the Meeting.
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
Bancorp an instrument revoking it or a duly executed Proxy bearing a later date.
In addition, the powers of the proxyholders will be suspended if the person
executing the Proxy is present at the Meeting and elects to vote in person by
advising the chairman of the Meeting of his or her election to vote in person,
and votes in person at the Meeting. 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 proxyholders in accordance with the instructions
specified on the Proxy. UNLESS OTHERWISE DIRECTED IN THE ACCOMPANYING PROXY, THE
SHARES REPRESENTED BY YOUR EXECUTED PROXY WILL BE VOTED "FOR" THE NOMINEES FOR
ELECTION OF DIRECTORS NAMED HEREIN AND "FOR" RATIFICATION OF MCGLADREY & PULLEN
AS THE BANCORP'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR 1995. IF ANY OTHER
BUSINESS IS PROPERLY PRESENTED AT THE MEETING, THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT.
PERSONS MAKING THE SOLICITATION
This solicitation of Proxies is being made by the board of directors of the
Bancorp. 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 Bancorp. It is contemplated that Proxies will be solicited
principally through the use of the mail, but directors, officers and employees
of the Bancorp and its subsidiary, Orange National Bank (the "Bank") may solicit
Proxies personally or by telephone, without receiving special compensation
therefore. Although there is no formal agreement to do so, the Bancorp may
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 Bancorp is held of record by such entities. In
addition, the Bancorp may use the services of individuals or companies it does
not regularly employ in connection with this solicitation of Proxies, if
management determines it to be advisable.
<PAGE> 5
VOTING SECURITIES
There were issued and outstanding 1,839,116 shares of the Bancorp's common
stock on April 7, 1995, which has been fixed as the record date for the purpose
of determining shareholders entitled to notice of, and to vote at, the Meeting
(the "Record Date"). On any matter submitted to the vote of the shareholders,
each holder of the Bancorp'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 Bancorp 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 Bancorp 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 in the
discretion of the proxyholders, in accordance with management's recommendation.
The effect of broker nonvotes is that such votes are not counted as being voted;
however such votes are counted for purposes of determining a quorum. The effect
of a vote of abstention on any matter is that such vote is not counted as a vote
for or against the matter, but is counted as an abstention.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Management of the Bancorp knows of no person who owns, beneficially or of
record, either individually or together with associates, 5 percent or more of
the outstanding shares of the Bancorp's common stock, except as set forth in the
table below. The following table sets forth, as of February 10, 1995, the number
and percentage of shares of the Bancorp's outstanding common stock beneficially
owned, directly or indirectly, by each of the Bancorp's directors and named
officers and by the directors and named officers of the Bancorp 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
or named officer has sole or shared voting or investment power and shares which
such person has the right to acquire within 60 days of February 10, 1995. Unless
otherwise indicated, the persons listed below have sole voting and investment
powers. Management is not aware of any arrangements which may, at a subsequent
date, result in a change of control of the Bancorp.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- - --------------------------------- --------------------- --------
<S> <C> <C>
DIRECTORS AND NAMED OFFICERS:
Michael W. Abdalla, M.D. 92,755(1) 5.04%
Fred L. Barrera 33,186(2) 1.80%
Michael J. Christianson 46,655(3) 2.54%
Kenneth J. Cosgrove 54,123(4) 2.94%
Robert W. Creighton 28,019 1.52%
Armand Durante 32,254(5) 1.75%
Charles R. Foulger 72,224 3.93%
William S. Frantz 44,619(6) 2.43%
Gerald R. Holte 24,212(7) 1.32%
James E. Mahoney 84,175(8) 4.58%
Wayne F. Miller 72,763(9) 3.96%
Harlan A. Smith, O.D. 25,318(10) 1.38%
San E. Vaccaro 29,133(11) 1.58%
Joan K. Earhart 0 N/A
All Directors and Named Officers
as a Group (numbering 14) 639,436 34.77%
</TABLE>
2
<PAGE> 6
- - ---------------
(1) Dr. Abdalla's address is c/o Orange National Bancorp, 1201 East Katella
Avenue, Orange, California 92667.
(2) Mr. Barrera has shared voting and investment powers as to 27,035 of these
shares.
(3) Mr. Christianson has shared voting and investment powers as to 33,260 of
these shares.
(4) Mr. Cosgrove has shared voting and investment powers as to 1,921 of these
shares and has shared voting and no investment powers as to 700 of these
shares.
(5) Mr. Durante has shared voting and investment powers as to 23,434 of these
shares.
(6) Mr. Frantz has shared voting and investment powers as to 38,227 of these
shares and has shared voting and no investment powers as to 2,494 of these
shares.
(7) Mr. Holte has shared voting and investment powers as to 14,527 of these
shares and has shared voting and no investment powers as to 1,252 of these
shares.
(8) Mr. Mahoney has shared voting and investment powers as to all of these
shares.
(9) Mr. Miller has shared voting and investment powers as to 64,851 of these
shares and has shared voting and no investment powers as to 2,831 of these
shares.
(10) Dr. Smith has shared voting and investment powers as to 24,129 of these
shares.
(11) Mr. Vaccaro has shared voting and investment powers as to 377 of these
shares.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Bancorp's
officers and directors, and persons who own more than ten percent of a
registered class of the Bancorp's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and more than ten-percent shareholders are required by
Securities and Exchange Commission regulation to furnish the Bancorp 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 Bancorp believes that, during 1994 its officers,
directors and more than ten-percent shareholders complied with all filing
requirements applicable to them.
PROPOSAL 1:
ELECTION OF DIRECTORS
NOMINEES
The Bancorp's Bylaws presently provide that the number of directors of the
Bancorp shall not be less than nine (9) nor more than seventeen (17) until
changed by an amendment to the Bylaws adopted by the Bancorp's shareholders. The
Bylaws further provide that the exact number of directors shall be thirteen (13)
until changed by a Bylaw amendment duly adopted by the Bancorp's shareholders or
board of directors.
The persons named below, all of whom are currently members of the board of
directors, have been nominated for election as directors to serve until the 1996
Annual Meeting of Shareholders and until their successors are elected and have
qualified. Unless otherwise instructed, the proxyholders will vote the Proxies
received by them for the election of the nominees named below. Votes of the
proxyholders will be cast in such a manner as to effect, if possible, the
election of all thirteen (13) nominees, as appropriate, (or as many thereof as
possible under the rules of cumulative voting). The thirteen nominees for
directors receiving the most votes will be elected directors. 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 directors may only be
3
<PAGE> 7
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 as of February 10, 1995, the names of, and
certain information concerning, the persons nominated by the board of directors
for election as directors of the Bancorp.
<TABLE>
<CAPTION>
YEAR FIRST
NAME AND TITLE APPOINTED PRINCIPAL OCCUPATION DURING THE
OTHER THAN DIRECTOR AGE DIRECTOR PAST FIVE YEARS
- - ------------------------- ---- ---------- ----------------------------------------------
<S> <C> <C> <C>
Michael W. Abdalla, M.D. 61 1986 Orthopedic Surgeon and Vice President of
Orange Orthopedic Medical Group, Inc.
Fred L. Barrera 72 1986 Mayor Pro Tem of the City of Orange. Investor.
Michael J. Christianson 53 1986 Tax Attorney in the law firm of Michael J.
Christianson, Inc. and International Business
Consultant with Christianson International,
Inc.
Kenneth J. Cosgrove 47 1986 Vice President of the Bancorp and President
and Chief Executive Officer of the Bank.
Former Executive Vice President of the Bank.
Robert W. Creighton 56 1986 Chief Financial Officer of the Bancorp and
Secretary, Chief Executive Vice President and Chief Financial
Financial Officer Officer of the Bank.
Armand Durante, C.P.C.U. 73 1986 Owner of Joe Greensleeves Restaurant. Former
Account Executive and Consultant with Grocers
& Merchants Insurance Service.
Charles R. Foulger 61 1986 President and Owner of Foulger Acura and Villa
Honda, Mazda and Volkswagen. Former principal
of Fougler Ford.
William S. Frantz 73 1986 Retired. Former real estate broker and
Co-owner of William S. Frantz & Associates.
Gerald R. Holte 57 1986 Partner in G.R. Holte & Associate, floor
covering dealer/contractor.
James E. Mahoney 66 1986 President of Mahoney Enterprises, Inc.,
business development corporation.
Wayne F. Miller 61 1986 President and Chief Executive Officer of the
President, Chief Bancorp. Former President and Chief Executive
Executive Officer Officer of the Bank.
Harlan A. Smith, O.D. 71 1986 Optometry Consultant and former Optometrist.
Investor.
San E. Vaccaro 61 1986 Attorney and Partner in the law firm of Curtis
Chairman of the Board & Vaccaro.
of Directors
</TABLE>
All of the nominees named above have served as members of the Bancorp's
board of directors since its inception. All nominees will continue to serve if
elected at the Meeting until the 1996 Annual Meeting of Shareholders and until
their successors are elected and have qualified. None of the directors were
selected pursuant to any arrangement or understanding other than with the
directors and executive officers(1) of the Bancorp acting within their
capacities as such. There are no family relationships among any of the directors
and executive officers of the Bancorp. No director or executive officer of the
Bancorp serves as a director of any company which has a class of securities
registered under, or which is subject to the periodic reporting requirements of,
the Securities Exchange Act of 1934, or of any company registered as an
investment company under the Investment Company Act of 1940.
- - ---------------
(1) As used throughout this Proxy Statement, the term "executive officer"
includes the President/Chief Executive Officer and the Chief Financial
Officer.
4
<PAGE> 8
THE BOARD OF DIRECTORS AND COMMITTEES
The Bancorp's board of directors held thirteen (13) meetings during 1994.
None of the directors attended less than 75 percent of all board of directors
meetings and committee meetings (of which they were a member) that were held in
1994.
There were no standing committees of the Bancorp's board of directors in
1994. However, in 1994, the Bank had a standing Audit Committee and a standing
Directors Review Committee.
The Bank's Audit Committee, which consisted of Messrs. Barrera and Durante
and Dr. Smith met six (6) times in 1994. The Audit Committee's functions include
making recommendations to the board of directors on the selection of the
Bancorp's and the Bank's independent certified public accountants, reviewing the
arrangements for the independent certified public accountants' examination,
review of internal accounting controls and reporting, and any other duties
assigned by the board of directors.
The Bank's Directors Review Committee, which consisted of Messrs.
Christianson, Durante, Frantz, Mahoney and Vaccaro met twelve (12) times in
1994. The Directors Review Committee's function is to evaluate and recommend to
the board of directors policies regarding the Bank's officers' compensation,
employee benefits, retirement and other internal administrative matters.
COMPENSATION OF DIRECTORS
The directors of the Bancorp do not receive compensation from the Bancorp,
however, the directors of the Bancorp who are not employees of the Bank received
a fee of $900 per meeting for attendance at the Bank's board of directors
meetings and $700 per meeting for up to two meetings if such director did not
attend the meeting. The Chairman of the Bank's board of directors received a fee
of $1,350 per meeting for attendance at the Bank's board of directors meetings
and an automobile allowance of $300 per month. Directors of the Bancorp who are
employees of the Bank received a fee of $500 per month for attendance at the
Bank's board of directors meetings. In addition, directors who were members of
the Bank's Directors Review Committee and Audit Committee received a fee of $300
per meeting for each meeting they attended. The Chairmen of the Bank's Directors
Review Committee and Audit Committee received a fee of $500 per meeting for each
meeting they attended. Outside directors of ONB Mortgage Corporation ("ONB
Mortgage"), a former subsidiary of the Bancorp, received a fee of $300 per
meeting for attendance at ONB Mortgage's board of directors meetings through May
1994, at which time ONB Mortgage discontinued operations. In 1995, the directors
will receive the same compensation as that received during 1994.
EXECUTIVE OFFICERS
The following table sets forth information, as of February 10, 1995,
concerning executive officers of the Bancorp and certain officers of the Bank:
<TABLE>
<CAPTION>
NAME AGE POSITION AND PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS
- - --------------------- ---- -------------------------------------------------------------
<S> <C> <C>
Wayne F. Miller 61 President and Chief Executive Officer of the Bancorp. Former
President and Chief Executive Officer of the Bank.
Robert W. Creighton 56 Chief Financial Officer of the Bancorp and Executive Vice
President and Chief Financial Officer of the Bank.
Kenneth J. Cosgrove 47 Vice President of the Bancorp and President and Chief
Executive Officer of the Bank. Former Executive Vice
President of the Bank.
Joan K. Earhart 40 1st Vice President and Manager of the Bank's Small Business
Administration Loan Department. Former Vice President and
Manager of Eldorado Bank's Small Business Administration Loan
Department.
</TABLE>
EXECUTIVE COMPENSATION
During 1994, the Bancorp did not pay any cash compensation to its executive
officers and no such cash compensation is expected to be paid during 1995.
However, the persons serving as the executive officers of the
5
<PAGE> 9
Bancorp received during 1994, and are expected to receive in 1995, cash
compensation in their capacities as executive officers of the Bank.
The following Summary Compensation Table indicates the compensation of the
Bancorp's executive officers, and certain of the Bank's officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------------------------------------------- --------------------- -------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
- - ----------------------------------- ---- ------- ------ ------------ ---------- -------- ------- -----------
RESTRICTED
OTHER ANNUAL STOCK LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS/ PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) SARS ($) ($)(1)
- - ----------------------------------- ---- ------- ------ ------------ ---------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Wayne F. Miller.................... 1994 156,000 15,195 0 0 0 0 1,800
President and Chief Executive 1993 156,000 0 0 0 0 0 1,800
Officer of the Bancorp 1992 141,000 19,500 0 0 0 0 1,800
Robert W. Creighton................ 1994 118,000 7,598 0 0 0 0 1,800
Chief Financial Officer of the 1993 118,000 0 0 0 0 0 1,800
Bancorp; Executive Vice President 1992 118,000 18,326 0 0 0 0 1,800
and CFO of the Bank
Kenneth J. Cosgrove................ 1994 128,000 18,671 0 0 0 0 1,800
Vice President of the Bancorp 1993 119,667 0 0 0 0 0 1,800
and President and Chief Executive 1992 111,800 24,656 0 0 0 0 1,800
Officer of the Bank
Joan K. Earhart.................... 1994 68,000 55,100 0 0 0 0 1,800
1st Vice President and Manager 1993 67,002 52,500 0 0 0 0 1,800
of the Bank's SBA Loan Department 1992 68,500 74,705 0 0 0 0 1,800
</TABLE>
- - ---------------
(1) The Bank's contribution to its 401(k) plan for employees of 3% of salary to
a maximum of $1,800.
EMPLOYMENT CONTRACTS
The executive officers of the Bank have, or had during 1994, employment
contracts with the Bank as described below.
Wayne F. Miller has a three-year employment contract with the Bank
beginning January 1, 1993 and expiring December 31, 1995. Mr. Miller's annual
salary is fixed at $150,000 per year. Under the contract, Mr. Miller is entitled
to a two-part bonus: Part 1 is 1% of the Bancorp's pre-tax earnings above
$500,000; Part 2 is 8% to 20% of his annual salary calculated on the Bancorp's
Return on Equity as described below. Mr. Miller's contract provides that in the
event he becomes disabled, he shall be entitled to 100% of his salary for ninety
days and after such ninety day period, he shall be entitled to 100% of his
salary, less any disability benefits received under any income
continuation/disability plans sponsored by the Bank, for a period not to exceed
the later of 730 days or the term of the contract. In addition, if the Bancorp
is merged, sold or acquired and the merging, purchasing or acquiring entity
elects not to employ Mr. Miller under the terms of an agreement acceptable to
Mr. Miller, he shall be entitled to receive his base salary plus certain other
employee benefits for a period of two years following the merger, sale or
acquisition.
Robert W. Creighton had entered into a one year employment contract as
Executive Vice President and Chief Financial Officer of the Bank which began on
January 1, 1994 and expired on December 31, 1994. Mr. Creighton's annual salary
was fixed at $112,000. During 1994, Mr. Creighton was entitled to a two-part
bonus: Part 1 was one-half of 1% of the Bancorp's pre-tax earnings above
$500,000; Part 2 was 8% to 20% of his annual salary calculated on the Bancorp's
Return on Equity as described below. Mr. Creighton's contract provided that in
the event he became disabled, he would be entitled to 100% of his salary for
ninety days and after such ninety day period, he would be entitled to 100% of
his salary, less any disability benefits received under any income
continuation/disability plans sponsored by the Bank, for a period not to exceed
the term of the contract. In addition, if the Bancorp had been merged, sold or
acquired and the merging, purchasing or acquiring entity elected not to employ
Mr. Creighton under the terms of an agreement acceptable to
6
<PAGE> 10
Mr. Creighton, he would have been entitled to receive his base salary plus
certain other employee benefits for a period of one year following the merger,
sale or acquisition.
Kenneth J. Cosgrove had entered into a one year employment contract as
President of the Bank which began on January 1, 1994 and expired on December 31,
1994. Mr. Cosgrove's annual salary was fixed at $122,000. During 1994, Mr.
Cosgrove was entitled to a two-part bonus: Part 1 was 1% of the Bank's pre-tax
earnings above $500,000; Part 2 was 8% to 20% of his annual salary calculated on
the Bank's Return on Equity as described below. Mr. Cosgrove's contract provided
that in the event he became disabled, he would be entitled to 100% of his salary
for ninety days and after such ninety day period, he would be entitled to 100%
of his salary, less any disability benefits received under any income
continuation/disability plans sponsored by the Bank, for a period not to exceed
the term of the contract. In addition, if the Bancorp had been merged, sold or
acquired and the merging, purchasing or acquiring entity elected not to employ
Mr. Cosgrove under the terms of an agreement acceptable to Mr. Cosgrove, he
would have been entitled to receive his base salary plus certain other employee
benefits for a period of two years following the merger, sale or acquisition.
The earnings bonus is the officer's specified percentage of the amount of
the Bancorp's or the Bank's pre-tax earnings after allowances for the Bank's
loan loss reserves. No bonus is paid unless the applicable pre-tax earnings
amount is more than $500,000.
The Return on Equity bonus is paid only if the Bancorp or the Bank realizes
at least 10% Return on Equity. Return on Equity is the Bancorp's or the Bank's
net income divided by shareholders' equity at the end of the fiscal year. The
bonus amount is a scaled percentage of the officer's salary from 8% to 20%,
varying with the amount of Return on Equity, as follows:
<TABLE>
<CAPTION>
PERCENT BONUS PERCENT BONUS
RETURN PERCENT RETURN PERCENT
ON EQUITY OF SALARY ON EQUITY OF SALARY
- - ---------- ---------- ---------- ----------
<S> <C> <C> <C>
10 8 16 14
11 9 17 15
12 10 18 17
13 11 19 18
14 12 20 20
15 13
</TABLE>
Each executive officer is entitled to employee benefits made available by
the Bank to all its employees plus, use of an automobile supplied by the Bank,
life, health and disability insurance fully paid by the Bank, and participation
in the Bank's deferred compensation plan. Each executive officer will be
entitled to participate in the Bancorp's 1993 Stock Option Plan.
The Small Business Administration ("SBA") Loan Department of the Bank
maintained a goals and objectives bonus program for all employees of the SBA
Loan Department. The pool available for distribution under this bonus program
was 20% of the SBA Loan Department's fee income less referral fees, employment
expenses and certain other operating expenses. In 1994, the total amount paid
under this program to members of the SBA Loan Department was $128,140. Joan K.
Earhart, 1st Vice President and Manager of the SBA Loan Department of the Bank,
received a $55,100 bonus under the SBA Loan Department goals and objectives
bonus program.
PROPOSAL 2:
RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of McGladrey & Pullen, Anaheim, California, served as independent
certified public accountants for the Bancorp and the Bank through the year 1994.
The Bancorp has selected McGladrey & Pullen to serve as the Bancorp's
independent certified public accountants for the year 1995. All services
rendered by McGladrey & Pullen were approved by the board of directors, which
has determined the firm of McGladrey & Pullen to be independent. It is expected
that one or more representatives of McGladrey & Pullen will be
7
<PAGE> 11
present at the Meeting and will be given the opportunity to make a statement, if
desired, and to respond to appropriate questions.
In the event shareholders do not ratify the appointment of McGladrey &
Pullen as the Bancorp's independent certified public accountants for the
forthcoming fiscal year, such appointment will be reconsidered by the Bancorp's
Audit Committee and the board of directors.
Ratification of the appointment of McGladrey & Pullen as the Bancorp's
independent certified public accountants for fiscal year 1995 will require the
affirmative vote of a majority of the outstanding shares of the Bancorp's common
stock represented and voting at the meeting.
MANAGEMENT RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF MCGLADREY & PULLEN AS THE BANCORP'S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS FOR 1995.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the Bancorp's directors and executive officers and their immediate
families as well as the companies with which they are associated are customers
of, or have had banking transactions with, the Bank in the ordinary course of
the Bank's business, and the Bank expects to have banking transactions with such
persons in the future. In management's opinion, all loans and commitments to
lend included in such transactions were made in compliance with applicable laws
on substantially the same terms, including interest rates and collateral, as
those prevailing for comparable transactions with other persons of similar
creditworthiness and, in the opinion of management, did not involve more than a
normal risk of collectibility or present other unfavorable features.
San E. Vaccaro, a director and nominee, is a partner in the law firm of
Curtis & Vaccaro. The Bank retained Curtis & Vaccaro to perform legal services
for the Bank in connection with a variety of banking, operational and loan
matters. Services of Curtis & Vaccaro are expected to continue in 1995. The
total amount of fees paid to Curtis & Vaccaro in 1994 was $130,573.
SHAREHOLDER PROPOSALS
The deadline for shareholders to submit proposals to be considered for
inclusion in the Proxy Statement for the Bancorp's 1996 Annual Meeting of
Shareholders is December 31, 1995.
8
<PAGE> 12
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 as
proxyholders 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.
ORANGE NATIONAL BANCORP
[SIG]
Robert W. Creighton, Secretary
Dated: April 24, 1995
The Annual Report to Shareholders for the fiscal year ended December 31,
1994 has been previously mailed to the Bancorp's shareholders.
A COPY OF THE BANCORP'S 1994 ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K WILL BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON
WRITTEN REQUEST TO THE SECRETARY, ORANGE NATIONAL BANCORP, 1201 EAST KATELLA
AVENUE, ORANGE, CALIFORNIA 92667.
9
<PAGE> 13
<TABLE>
<C> <S>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS. The undersigned hereby appoints Messrs.
Fred L. Barrera, Armand Durante and Gerald R. Holte
as proxyholders, with full power of substitution,
to represent, vote and act with respect to all
shares of common stock of Orange National Bancorp
PROXY (the "Bancorp") which the undersigned would be
ORANGE NATIONAL BANCORP entitled to vote at the meeting of shareholders to
be held on May 22, 1995 at 7:30 a.m. at the
Bancorp's main office located at 1201 East Katella
Avenue, Orange, California or any adjournments
thereof, with all the powers the undersigned would
possess if personally present as follows:
</TABLE>
1. Election of thirteen (13) persons to be directors.
<TABLE>
<S> <C> <C> <C>
Michael W. Abdalla, M.D. Robert W. Creighton William S. Frantz Wayne F. Miller
Fred L. Barrera Armand Durante Gerald R. Holte Harlan A. Smith, O.D.
Michael J. Christianson Charles R. Foulger James E. Mahoney San E. Vaccaro
Kenneth J. Cosgrove
/ / FOR ALL NOMINEES LISTED ABOVE / / WITHHOLD AUTHORITY
(except as marked to the contrary below)
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's
name on the space below:)
-----------------------------------------------------------------------------------------------
</TABLE>
2. Ratification of the appointment of McGladrey & Pullen as the Bancorp's
independent certified public accountants for 1995.
/ / FOR / / AGAINST / / ABSTAIN
3. Transaction of such other business as may properly come before the meeting
and any adjournment or adjournments thereof.
PLEASE SIGN AND DATE BELOW
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE MATTERS LISTED
ABOVE. The Proxy confers authority to vote and shall be voted in accordance
with such recommendation unless a contrary instruction is indicated, in which
case, the shares represented by the Proxy will be voted in accordance with
such instruction. IF NO INSTRUCTION IS SPECIFIED WITH RESPECT TO A MATTER TO
BE ACTED UPON, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT. IF ANY OTHER BUSINESS IS
PRESENTED AT THE MEETING, THIS PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED
IN ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT.
(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 the
president or other authorized officer. If a partnership, please sign in
partnership name by an authorized person. All joint owners should sign.)
/ / I DO / / DO NOT EXPECT TO ATTEND THE MEETING
--------------------------
(Number of Shares)
--------------------------
(Please Print Your Name)
--------------------------
(Please Print Your Name)
--------------------------
(Date)
--------------------------
(Signature of Shareholder)
--------------------------
(Signature of Shareholder)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE BY NOTIFYING THE SECRETARY OF THE BANCORP IN
WRITING OF REVOCATION OF THE PROXY, BY FILING A DULY EXECUTED PROXY BEARING A
LATER DATE OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
