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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:
<TABLE>
<S> <C>
/ / 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
</TABLE>
SUMMIT BANK CORPORATION
- --------------------------------------------------------------------------------
(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:
<PAGE> 2
SUMMIT BANK CORPORATION
4360 CHAMBLEE-DUNWOODY ROAD
ATLANTA, GEORGIA 30341
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Summit Bank Corporation (the "Company")
for use at the Annual Meeting of Shareholders (the "Meeting") to be held on
Saturday, April 27, 1996, at 10:00 a.m. (Atlanta time), and at any adjournment
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders. The meeting will be held at the Atlanta Marriott
Perimeter Center, 246 Perimeter Center Parkway, N.E., Atlanta, Georgia 30346.
All proxies will be voted in accordance with the instructions contained in the
proxies. If no choice is specified, proxies will be voted "FOR" the election
to the Board of Directors of all the nominees listed below under "ELECTION OF
DIRECTORS" and in accordance with the best judgment of the proxy holder on any
other matters which may properly come before the meeting. Any shareholder may
revoke a proxy given pursuant to this solicitation prior to the Meeting by
delivering an instrument revoking it or a duly executed proxy bearing a later
date to the Secretary of the Company or by attending the Meeting and voting in
person.
The Company has fixed March 15, 1996, as the record date (the "Record Date")
for determining the shareholders entitled to notice of and to vote at the
Meeting. At the close of business on the Record Date, there were outstanding
and entitled to vote 1,407,688 shares of common stock of the Company, $.01 par
value per share (the "Common Stock"), with each share being entitled to one
vote. A majority of the outstanding shares of Common Stock represented at the
Meeting, in person or by proxy, will constitute a quorum.
This Proxy Statement and the accompanying form of proxy were first mailed to
the shareholders on or about April 5, 1996. An annual report to shareholders,
consisting of a letter to shareholders from the Chairman of the Board of the
Company, the Company's audited financial statements for the fiscal year ended
December 31, 1995, and Management's Discussion and Analysis of Financial
Condition and Results of Operations for the 1995 fiscal year is included in the
package with this Proxy Statement.
ELECTION OF DIRECTORS
Article Fourteen of the Company's Amended and Restated Articles of
Incorporation provides that the Board of Directors shall be divided into three
classes with each class to be as nearly equal in number as possible. Article
Fourteen also provides that the three classes of directors are to have
staggered terms, so that the terms of only approximately one-third of the
Board will expire at each annual meeting of shareholders and each director
serves a three-year term. The current Class I directors are Aaron I. Alembik,
Pin Pin Chau, Jack N. Halpern, Sion Nyen (Francis) Lai, Shin Chin (Raymond) Lo,
Bruno C. Bucari, and W. Clayton Sparrow, Jr. The current Class II directors
are Peter M. Cohen, Donald R. Harkleroad, Daniel T. Huang, Shafik H. Ladha,
Paul C.Y. Chu, Cecil M. Phillips, Howard H.L. Tai, and P. Carl Unger. The
current Class III directors are Gerald L. Allison, Albert P. Behler, James S.
Lai, Roger C.C. Lin, Nack Y. Paek, Jr., Carl L. Patrick, Jr., and David Yu.
The terms of the Class I directors expire this year. All of the current Class
I directors have been nominated for re-election.
<PAGE> 3
The table below sets forth certain information about the nominees, including
the class of directors for which the nominee is being nominated, the nominee's
age, his/her position with the Company and his/her position with the Company's
principal operating subsidiary, The Summit National Bank (the "Bank"). All the
nominees are currently serving as directors of the Company. It is the
intention of the persons named in the accompanying proxy to vote for the
election of the nominees identified below to serve for a three-year term,
expiring at the 1999 Annual Meeting of Shareholders. If any nominee is unable
or fails to accept nomination or election (which is not anticipated), the
persons named in the proxy, unless specifically instructed otherwise in the
proxy, will vote for the election in his/her stead of such other person as
management may recommend.
<TABLE>
<CAPTION>
DIRECTOR POSITION WITH POSITION WITH
NAME CLASS AGE THE COMPANY THE BANK
---- --------- --- --------------- -------------
<S> <C> <C> <C> <C>
Aaron I. Alembik I 65 Director Director
Pin Pin Chau I 56 Executive Vice President Director, President and
Chief Executive Officer
Jack N. Halpern I 47 Director None
Sion Nyen (Francis) Lai I 42 Director Director
Shin Chin (Raymond) Lo I 50 Director None
Bruno C. Bucari I 54 Director Director
W. Clayton Sparrow, Jr. I 50 Chairman of the Board of Director
Directors
</TABLE>
Aaron I. Alembik, a director of the Company since its inception in July 1987,
is a partner in the Atlanta law firm of Alembik and Alembik. Since 1958 he has
been actively engaged in the practice of real estate, business and corporate
law.
In addition to his legal practice, Mr. Alembik is involved in the ownership,
management and operation of numerous real estate ventures. Mr. Alembik, who
was born in France, is a naturalized U.S. citizen, and has been a resident of
Atlanta since 1957. Mr. Alembik is a graduate of the School of Foreign
Service, Georgetown University and the National Law Center of George Washington
University. Mr. Alembik is a member of the Atlanta, Georgia, Virginia and
American Bar Associations, the Atlanta Lawyers Club, and the Southern Center
for International Studies.
Pin Pin Chau became President and CEO of the Bank in February 1993 at which
time she became a director of both the Company and the Bank. Ms. Chau was also
elected Executive Vice President of the Company in February 1993. Before
coming to Atlanta, she was President and CEO of United Orient Bank, a $70
million bank serving New York's Chinese community. Her previous experience at
United Orient Bank included Executive Vice President and Chief Operating
Officer from July 1988 to April 1989, and, Executive Vice President and Chief
Lending Officer from November 1987 to July 1988.
Ms. Chau began her banking career in 1970 at National Westminster Bank USA
where she remained until 1987. Her experience included international and
domestic lending and international trade finance. She is a native of Hong Kong
and holds a B.A. degree from Coe College, Cedar Rapids, Iowa, and has an M.A.
from Yale University.
Jack N. Halpern has been a director of the Company since its inception in July
1987. Mr. Halpern is the President of Halpern Enterprises, Inc., an
Atlanta-based owner, operator and manager of various commercial real estate
ventures. His companies currently control in excess of two million square feet
of retail and office space in the Atlanta area. In his capacity as a principal
of Halpern Enterprises, Inc., Mr. Halpern has assisted numerous Korean and
Chinese immigrants in the establishment of retail businesses in the Atlanta
area. Mr. Halpern holds degrees from Harvard University and the University of
Georgia Law School, and is a member of the Atlanta and Georgia Bar
Associations. He is active in
2
<PAGE> 4
various civic organizations, including serving as an Endowment Fund Chairman of
the Atlanta Jewish Federation as a Trustee of the Epstein School.
Sion Nyen (Francis) Lai, a director of the Company since December 1987, has
been President and principal shareholder of Fulton Beverage Center, Inc. since
1984. Prior to 1984, Mr. Lai worked with Hock Hua Bank Berhad in Sabah,
Malaysia. Mr. Lai earned an Associates Degree from New York State University,
and B.A. in Economics, and M.B.A. degrees from Mercer University in Atlanta.
Shin Chin (Raymond) Lo, a director of the Company since December 1987, is the
President of Lo Brothers Associates, an exporter of lumber and importer of
woodworking machinery. Prior to that, Mr. Lo was employed by Roberts and
Company, architects, and by Portman and Associates. Mr. Lo earned a Masters
Degree in Architecture from the Georgia Institute of Technology.
Bruno C. Bucari, a director of the Company since February 1994, and the Bank
since January 1990, served as Executive Vice President of the Company and the
President of the Merchant Bank until January 31, 1991. Mr. Bucari resigned as
an officer of the Company with the deactivation of the Merchant Bank and is
currently a private investor. Mr. Bucari was a general manager of
International Mercantile Bank in Luxembourg from 1984 (when he was hired to
establish and operate the bank) until the bank was sold in December 1986.
Mr. Bucari was a Vice President of Mercantile Bank in St. Louis, Missouri from
1974 until 1984, with responsibility for trade finance in Europe, the Middle
East and Africa. Mr. Bucari was a mathematics instructor in the St. Louis
public schools from 1967 until 1974, and served in the United States Peace
Corps in Nigeria from 1965 to 1967. He holds a degree in Physics from the
University of Illinois and an M.B.A. from the University of Missouri.
W. Clayton Sparrow, Jr., Chairman of the Board since April 1994, has been a
director of the Company since its inception in July 1987 and is a partner in
the Atlanta law firm of Glass, McCullough, Sherrill & Harrold. Mr. Sparrow's
corporate and business law practice includes the general counsel representation
of domestic and multinational sales and manufacturing businesses. His
professional activities include membership in the American and International
Bar Associations, the State Bar of Georgia, and past Chairman of the
International Transactions Section and Director of the Atlanta Bar Association.
Mr. Sparrow is a graduate of the Georgia Institute of Technology (BS Physics),
Georgia State University (MBA Finance) and the University of Georgia Law
School. He is a Director and past President of the Georgia State University
Alumni Association, and has held Director and officer positions with the Dekalb
Chamber of Commerce, the Japan-American Society, the Korea U.S. Chamber of
Commerce and the Georgia Tech Alumni Association. He retired from the Naval
Reserve in the rank of Captain.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE SEVEN
NOMINEES NAMED ABOVE.
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<PAGE> 5
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
SUMMARY OF COMPENSATION
The following table shows the cash compensation paid by the Company during the
years ended December 31, 1995, 1994, and 1993, to the Company's Chief Executive
Officer and each of the other executive officers of the Company who earned more
than $100,000 in compensation during the year ended December 31, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
Annual Compensation AWARDS
----------------------------------------- ------
SECURITIES
NAME AND PRINCIPAL COMPANY OTHER ANNUAL UNDERLYING ALL OTHER
OR SUBSIDIARY POSITION YEAR SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
---------------------- ---- ------ ----- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
DAVID YU . . . . . . . . . . . . 1995 $103,100 $41,544 -- -- --
President and Chief Executive 1994 96,667 39,049 -- -- --
Officer of the Company 1993 95,000 15,500 -- -- --
PIN PIN CHAU . . . . . . . . . . 1995 $130,729 $83,088 $ 9,611(1) -- $4,400(4)
Executive Vice President of the 1994 125,000 78,098 14,384(2) $10,000 4,400(4)
Company; President and Chief 1993 114,583 29,710 27,354(3) -- 4,400(4)
Executive Officer of the Bank
GARY K. MCCLUNG . . . . . . . . . 1995 $ 83,900 $41,544 -- -- --
Executive Vice President and 1994 78,575 39,049 -- 2,000 --
Chief Financial Officer 1993 73,631 17,102 -- -- --
of the Company and the Bank
H.A. DUDLEY, JR. . . . . . . . . 1995 $ 81,400 $41,544 -- -- --
Executive Vice President 1994 77,300 39,049 -- 2,000 --
of the Company and the Bank 1993 73,113 15,102 -- -- --
==========================================================================================================================
</TABLE>
(1) Non-cash compensation representing personal use of a vehicle
provided by the Company.
(2) Includes $5,000 of payments by the Company for relocation expenses
of Ms. Chau and $9,384 of non-cash compensation representing
personal use of a vehicle provided by the Company.
(3) Includes $13,329 of payments by the Company of moving and interim
living expenses of Ms. Chau, $9,025 of non-cash compensation
representing personal use of a vehicle provided by the company and
$5,000 for miscellaneous relocation expenses.
(4) Consists of deferred compensation paid by the Company.
STOCK OPTION GRANTS
There were no stock options or stock appreciation rights granted to any
executive officers listed in the Summary Compensation Table during the fiscal
year ended December 31, 1995.
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<PAGE> 6
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the executive
officers listed in the Summary Compensation Table concerning unexercised
options held as of the end of 1995. There were no options exercised during the
year ended December 31, 1995.
1995 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
OPTIONS AT 1995 YEAR END OPTIONS AT 1995 YEAR END(1)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
<S> <C> <C>
David Yu 11,600/0 $2,900/0
Pin Pin Chau 10,000/0 $2,500/0
Gary K. McClung 2,000/0 $ 500/0
H.A. Dudley, Jr. 5,000/0 $1,250/0
</TABLE>
- -------------------
(1) Based on the quoted market value per share of the Company's common
stock on December 31, 1995 of $10.25 per share.
SEVERENCE AGREEMENTS
In August 1995, the Board entered into severence agreements with each of the
four (4) executive officers of the Bank. The agreements basically provide that
in the event of involuntary termination or a change in the executive's position
or compensation resulting from a change in the control of the Company due to a
merger, consolidation or reorganization, each executive would be entitled to
receive an amount equal to 100% of the executive's base salary. The agreements
also provide for the awarding of certain ungranted long-term stock option
incentives to the executives in the event of an involuntary termination. At
December 31, 1995, there were 16,000 ungranted long-term stock options
available to executives, 6,400 of which would be available to Bank
President/CEO Chau and 3,200 of which would be available to each of the
remaining three executives. These agreements have continuing three (3) year
terms.
DIRECTOR COMPENSATION
During 1995, the Company paid directors of the Company a fee of $300 per
meeting for their services as directors. Total fees of $33,000 were paid to
Company directors under this arrangement. The Bank pays each director who is
not an employee of the Bank a fee of $300 for each meeting of the Board of
Directors of the Bank and $50 for each board committee meeting attended.
Pursuant to this arrangement, the Bank paid $31,400 in directors' fees in 1995.
5
<PAGE> 7
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's compensation committee consists of Nack Y. Paek, Jr., Roger C.C.
Lin, and P. Carl Unger. No member of the compensation committee is an employee
of the Company or the Bank.
In 1990, the Bank entered into an agreement with Government Loan Service
Company, Inc., a company in which Mr. Paek is the sole shareholder. The
agreement governs the referral and presentation of completed SBA loan
applications to the Bank by this company on behalf of certain prospective
borrowers. The agreement includes certain conditions designed to safeguard the
Bank from prospective losses, including the requirements that all referred
loans be subjected to full review by the Bank loan committee and that any
income derived by this company from an approved referred loan is subject to
recourse by the Bank in the event of any loss within 24 months of such specific
loan approval. There were no loans originated under this agreement in 1995.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP, Atlanta, Georgia, acted as the Company's principal
independent certified public accountants for the year ended December 31, 1995.
No company has been selected by the Board of Directors to act as the Company's
independent certified public accountants for the current year. The Board of
Directors will make this decision later in the year. Representatives of KPMG
Peat Marwick LLP are expected to be present at the shareholders' meeting and
will have the opportunity to make a statement if they desire to do so and to
respond to appropriate questions.
OTHER MATTERS
Management of the Company is not aware of any other matter to be presented for
action at the Meeting other than those mentioned in the Notice of Annual
Meeting of Shareholders and referred to in this Proxy Statement. If any other
matter comes before the Meeting, it is the intention of the persons named in
the enclosed Proxy to vote on such matters in accordance with their judgment.
6
<PAGE> 8
APPENDIX A
SUMMIT BANK CORPORATION
PROXY
This Proxy is solicited by the Board of Directors for the Annual Meeting of
Shareholders (the "Meeting") to be held on April 27, 1996.
The undersigned hereby appoints Pin Pin Chau and David Yu, or either of
them with individual power of substitution, proxies to vote all shares of
Common Stock of Summit Bank Corporation which the undersigned may be entitled
to vote at the Meeting and at all adjournments thereof:
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY to vote for all nominees listed below
Aaron I. Alembik Pin Pin Chau Bruno C. Bucari W. Clayton Sparrow, Jr.
Sion Nyen (Francis) Lai Shin Chin (Raymond) Lo Jack N. Halpern
</TABLE>
INSTRUCTION: To withhold authority to vote for any nominee, write that
nominee's name below:
- --------------------------------------------------------------------------------
PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE
<PAGE> 9
2. In accordance with their best judgment upon such other matters as may
properly come before the Meeting or any adjournment thereof.
IF NO PREFERENCE IS INDICATED, THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1.
-----------------------------------
Print Name of Shareholder
-----------------------------------
Signature of Shareholder
Important: Please sign this proxy
exactly as your name(s) appear(s)
hereon. If shares are held by
more than one owner, each must
sign. Executors, administrators,
trustees, guardians, and others
signing in a representative
capacity should give their full
name.
Dated:
-----------------------, 1996
BE SURE TO DATE THIS PROXY
<PAGE> 10
SUMMIT BANK CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 1996
The Annual Meeting of Shareholders (the "Meeting") of Summit Bank
Corporation (the "Company") will be held at The Atlanta Marriott Perimeter
Center, 246 Perimeter Center Parkway, N.E., Atlanta, Georgia 30346, on the
27th of April 1996, at 10:00 a.m. (Atlanta time) for the following purposes:
1. To elect seven members to the Board of Directors;
2. To consider such other matters as properly may come before the Meeting
or any adjournment of the Meeting.
Only holders of record of the Company's Common Stock at the close of
business on March 15, 1996, will be entitled to notice of and to vote at the
Meeting. The stock transfer books will remain open.
A Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed. Please sign, date and return the Proxy promptly to the Company in
the enclosed postage-paid reply envelope. This will assist us in preparing for
the Meeting.
All shareholders are cordially invited to attend the Meeting.
By order of the Board of Directors:
/s/ Gary K. McClung
-----------------------------------
Gary K. McClung
Secretary
April 5, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING.
