<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 (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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 1997
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
10th day of May 1997, at 10:00 a.m. (Atlanta time) for the following purposes:
1. To elect eight 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 25, 1997 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
- ----------------------
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 SHAREES AT THE MEETING.
<PAGE> 3
SUMMIT BANK CORPORATION
4360 CHAMBLEE-DUNWOODY ROAD
ATLANTA, GEORGIA 30341
APRIL 1, 1997
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 1997
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, May 10, 1997, 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. All written notices of revocation or other communications relating to
proxies or the Meeting should be delivered to the Company at its principal
executive offices, 4360 Chamblee Dunwoody Road, Atlanta, Georgia 30341,
Attention: Gary McClung. The telephone number for such offices is (770)
454-0400.
The Company has fixed March 25, 1997, 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"), held by approximately 378 shareholders of
record. Each share of Common Stock is 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. The vote required for the election of the
eight directors is a plurality of the votes cast at the Meeting by shareholders
entitled to vote, provided a quorum is present.
This Proxy Statement and the accompanying form of proxy were first mailed to
the shareholders on or about April 1, 1997. 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, 1996, Management's Discussion and Analysis of Financial Condition
and Results of Operations for the 1996 fiscal year, and certain other
information, is included in the package with this Proxy Statement.
<PAGE> 4
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,
Jack N. Halpern, Sion Nyen (Francis) Lai, Shih Chien (Raymond) Lo, W. Clayton
Sparrow, Jr., Bruno C. Bucari, and Pin Pin Chau. 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, Carl L. Patrick, Jr., and David Yu. The
terms of the Class II directors expire this year. All of the current Class II
directors have been nominated for re-election.
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 position with the Company and his 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 2000 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 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>
Peter M. Cohen II 49 Director None
Donald R. Harkleroad II 53 Director None
Daniel T. Huang II 48 Director None
Shafik H. Ladha II 50 Director None
Paul C.Y. Chu II 47 Director None
Cecil M. Phillips II 50 Director None
Howard H.L. Tai II 65 Director None
P. Carl Unger II 69 Chairman of the Board Director
of Directors
</TABLE>
2
<PAGE> 5
Peter M. Cohen has been a director of the Company since its inception in July
1987, and served as Vice Chairman of the Board of Directors and Secretary of
the Company from December 1987 until February 1990. Since 1984, Mr. Cohen has
been President of Trident Corporate Services Inc., a member of the
International Trident Trust Group, which provides international corporate,
trust & mutual fund administration services to foreign and U.S. clients. He is
also the President of Trident Trust Company (V.I.) Limited, located in St.
Thomas, U.S. Virgin Islands, which provides trust and management services to
U.S. exporters including various Fortune 500 companies.
Mr. Cohen has practiced as an attorney both abroad and in the U.S. He was
associated with the Atlanta-based office of the Wildman, Harrold, Allen, Dixon
& Branch law firm from 1980 until 1984 and is a member of the Atlanta, Georgia,
American and International Bar Associations. Mr. Cohen also has been a member
of the adjunct faculty of Emory Law School in the areas of international law
and international tax. Mr. Cohen, who is a naturalized citizen, holds degrees
from Rhodes University, the University of Stellenbosch Law School and
University College, University of London.
Donald R. Harkleroad, a director of the Company since its inception in July
1987, is the senior partner of Harkleroad & Hermance, P.C., a law firm
specializing in taxation, corporate acquisitions and financing, financial
institutions, investment law, and international practice. Mr. Harkleroad is
also president of The Bristol Company, a diversified investment and management
holding Company. Mr. Harkleroad is a graduate of the University of Georgia,
and of New York University School of Law, where he was Editor-in-Chief of the
Journal of International Law & Politics and is a Weinfeld Associate. Mr.
Harkleroad is past Chairman of the International Law Section and of the
Corporation and Banking Law Section of the State Bar of Georgia, as well as
Chairman of the Taxation Committee of the American Bar Association's Business
Law Section. He is Chairman of the Policy Council of the Society of
International Business Fellows, and is a member of the World Economic Forum.
Daniel T. Huang, a director of the Company since April 1994, is President of
Polyarn Corporation of Norcross, Georgia. Polyarn manufactures nylon
monofilament replacement line for distribution to Central and South America and
Europe in addition to the United States. Prior to establishing the United
States operations of Polyarn in 1992, Mr. Huang served as General Manager for
Polyarn in Taiwan.
Prior to 1992, Mr. Huang served as manager of export and import operation for
M/S San Yuan Industries, Ltd., of Taiwan. Prior to 1976, Mr. Huang managed the
Research and Development Division of M/S Formosa Fishing Tackle Co.
Shafik H. Ladha, has been a director of the Company since February 1988 and
served as Vice Chairman of the Company from April 1994 to April 1996. Mr.
Ladha has been the President/CEO of Ladha Holdings, Inc. and its wholly owned
subsidiaries, a closely held business engaged in the import, export and
distribution of domestic and foreign products, in the ownership and operation
of hotels, and the purchase and sale of real estate. Mr. Ladha has been
President/CEO of International Realty Properties (IRP), a closely held
corporation engaged primarily in the business of owning and operating hotels,
since 1979. The assets and liabilities of International Realty Properties,
Inc. were acquired by Ladha Holdings, Inc. as of April 2, 1989. Mr. Ladha is a
nationalized American citizen and is past chairman (1987-1990) of the Aga Khan
Foundation, USA National Committee, and past member of the Board of Governors
of the International Club of Atlanta, 1994 and 1995.
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<PAGE> 6
Paul C.Y. Chu, a director of the Company since May 1993, is the Chairman of the
Novax Group of computer software development companies. Novax was organized to
provide financial management software such as accounting and point of sale for
specific vertical market applicators.
Trained as an attorney at law and certified public accountant, Mr. Chu spent
three years from 1976 to 1979 with Ernst & Young as an auditor and tax
consultant. From 1980 to 1983, he worked for Amerex Trading Co. as President
in charge of its Taiwan operation. From 1983 to 1987 he served as chief of
investments for the Ministry of Economic Affairs of Taiwan responsible for
attracting foreign investments.
Mr. Chu received his Juris Doctor degree from Pace University Law School and
his MBA in finance from Columbia University Business School. He graduated from
Soochaw University in Taiwan with a B.A. in Economics.
Cecil M. Phillips, has been a director of the Company since its inception in
July 1987, and was Chairman of the Board of Directors of the Company from July
1987 until December 1989. Mr. Phillips is the principal of Phillips
International L.P., a merchant Banking and investment firm established in 1983
which focuses on off-shore financings, reverse investments and exporting and
importing. Mr. Phillips received his B.A. from the University of Missouri and
J.D. degree from the University of Michigan.
Mr. Phillips began practicing law in 1971 with the Atlanta law firm of Alston &
Bird. From 1979 to 1983 he was also the Executive Assistant to Governor George
Busbee. Mr. Phillips previously served as Vice President and General Counsel
of Rock Tenn Company. Mr. Phillips is a member and past Chairman of the Board
of the International Business Council, and a past member of the Board of
Directors of Fortune Financial Group, Inc. He currently is a Director of U.K.
Capital, Inc. and Regina, PLC.
Howard H. L. Tai, a director of the Company since its inception in July 1987,
served as Executive Vice President of the Company from October 1987 until
September 1988. Mr. Tai has been an Atlanta base real estate investor since
1981. Mr. Tai is a graduate of the College of Law of the National University
of Taiwan and holds a master of law degree from Waseda University of Tokyo,
Japan. Prior business experience includes serving as Executive Vice President
of Shinkong Synthetic Fibers Corporation located in Taiwan, the Republic of
China.
Dr. P. Carl Unger, has been Chairman of the Company since April 1996 and was
Vice Chairman of the Bank from May 1992 through April 1995. He has been a
director of the Company and the Bank since its inception in July 1987, has been
self-employed since 1985 as a consultant specializing in the field of human
resources with clients in Europe, Australia, Canada and the United States.
From 1978 to 1985, he was employed by the Campbell Soup Company. Dr. Unger was
educated at Cheshunt College Cambridge, Liverpool University and Columbia
Pacific University. He is a member of the Royal Society of Health, the
Institute of Marketing, the British Marketing Association, the American
Marketing Association, and is an Incorporated Business Counsellor (UK).
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE EIGHT
NOMINEES NAMED ABOVE.
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<PAGE> 7
The following persons are currently directors in classes indicated with terms
expiring in 1998 and 1999, respectively.
CLASS III DIRECTORS - TERM EXPIRES IN 1998:
Gerald L. Allison, 59, became a director of the Company in April 1989, and
served as elected Vice Chairman of the Board of Directors of the Company from
February 1990 to May 1992. Mr. Allison is the CEO and Chairman of AJC
International, Inc., a major Atlanta-based export and import trading Company
for food and agricultural products. Mr. Allison obtained his B.A. in Economics
from Northern Illinois University and has been a resident of Atlanta since
1967.
Albert P. Behler, 45, a director of the Company since its inception in July
1987, has been Chairman since 1974 and principal stockholder since 1984 of
Heinrich Behler GmbH, a 125 year-old family owned German construction and
engineering corporation. Since 1991 he has been head of an affiliate of a
German real estate investment conglomerate headquartered in New York. In
addition, Mr. Behler is Chairman and member of the Executive Board of the
Association of Foreign Investors in U.S. Real Estate (AFIRE), Trustee of The
Real Estate Board of New York, Executive member of the Advisory Committee of
the Wharton University Real Estate Center, as well as member of the
International Council of Shopping Centers and the Urban Land Institute.
James S. Lai, 59, a director of the Company since its inception in July 1987,
is a Professor of Civil Engineering at the Georgia Institute of Technology. He
taught at the University of Utah from 1967 to 1975, and has been at the Georgia
Institute of Technology since 1975. Dr. Lai is the sole owner of Pavtec
Engineering Technology, Inc. which specializes in engineering consulting.
Since 1979, Dr. Lai has served as the managing partner of several real estate
investments which currently include the ownership and management of Atlanta
Chinatown Square. Dr. Lai was elected President of the Association of Chinese
Scholars in the Southeastern United States in 1985. Dr. Lai received his Ph.D.
from Brown University in 1967.
Roger C.C. Lin, 59, a director of the Company since its inception in July 1987,
has been the President of Oriental Treasure Imports, Inc., an importer and
distributor of merchandise to the U.S. since 1983. From 1978 to 1982, he was
President of Li Kun Enterprises Company, Ltd., an import-export concern. Mr.
Lin is a founder and the Charter President of the Chinese-American Lions Club
of Atlanta, and a founder and vice president of the Taiwan Chamber of Commerce
in Atlanta. In addition, Mr. Lin is a honorary member of the Board of
Directors of the National Chinese-American Jewelry Association, Chairman of the
Board of Directors of the Chinese Buddhist Association in Atlanta, and is a
majority shareholder and sole general partner of Asian Square Shopping Center
in Atlanta. Mr. Lin received his degree from Tang-Kang University in Taiwan.
Nack Y. Paek, 55, a director of the Company since its inception in July 1987,
served as Chairman of the Board from May 1992 to April 1994. He is President
of Government Loan Service Corp., Inc. which specializes in originating and
servicing SBA loans. Mr. Paek obtained a B.S. degree from Seoul National
University and an M.B.A. from Northern Illinois University. His business
experience includes management positions with Korea Explosive Manufacturing
Co., Seoul, and Continental Insurance Co., Atlanta, where he was Director of
Regional Auditing. From 1980 to 1990, Mr. Paek was sole owner of the local
accounting firm of Nack Y. Paek, P.C. with its clientele being predominantly
members of the Korean, Chinese and Japanese immigrant communities. Mr. Paek is
a member of the American Institute of Certified Public Accountants and the
Georgia Society of Certified Public Accountants.
5
<PAGE> 8
Carl L. Patrick, Jr., 51, has been a director since the inception of the
Company in July 1987 and served as Chairman of the Board of Directors of the
Company from February 1990 to May 1992. Mr. Patrick is a lawyer and a
certified public accountant (CPA) with degrees from Duke University, Georgia
State University and the University of Georgia School of Law. As a CPA with
Arthur Andersen & Co. and with Arthur Young & Co. for an aggregate of
approximately ten years, Mr. Patrick had extensive exposure to the accounting
and tax aspects of real estate, Banking, insurance, and manufacturing. Mr.
Patrick is a member of the American and Georgia Bar Associations, and the
American Institute of Certified Public Accountants. He is a director and
principal shareholder of Carmike Cinemas, Inc., a publicly-owned Company whose
shares are traded on the NYSE, and co-Chairman of PGL Entertainment
Corporation, a local motion picture production Company in Atlanta.
David Yu, 47, is the founder and organizer of the Summit Bank Corporation and
The Summit National Bank. He served as President and CEO of the Company until
December 1989, at which time he was elected Chairman of the Board of Directors
of the Bank.
Before organizing Summit Bank Corporation and The Summit National Bank, Mr. Yu
worked for The Citizens and Southern National Bank (C&S) and First National
Bank of Atlanta. From 1976 to 1980, Mr. Yu was employed as an Assistant
National Bank Examiner by the Office of the Comptroller of the Currency in
Atlanta.
Mr. Yu is founder and Chairman of the Board of the Chinese Community Center and
member of the Chinese American Lions Club of Atlanta. Mr. Yu serves on the
Board of the Atlanta Chamber of Commerce, Zoo Atlanta, Arts and Business
Council, Latin American Association, and Leadership Atlanta. Mr. Yu also serves
on the Georgia Human Relations Commission and Atlanta Sister Cities Commission.
Mr. Yu received his MBA degree in International Business from Georgia State
University and his BS degree in Business Administration from Virginia
Commonwealth University.
CLASS I DIRECTORS - TERM EXPIRES IN 1999:
Aaron I. Alembik, 66, 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.
Jack N. Halpern, 48, Vice Chairman of the Company since April 1996, 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 three 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. He
is active in various civic organizations, including serving as Campaign
Chairman of the Atlanta Jewish Federation and as a Trustee of the Epstein
School.
6
<PAGE> 9
Sion Nyen (Francis) Lai, 43, 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.
Shih Chien (Raymond) Lo, 51, 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.
W. Clayton Sparrow, Jr., 51, Chairman of the Board from April 1994 through
April 1996, 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.
Bruno C. Bucari, 55, 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.
Pin Pin Chau, 57, has served as President and Chief Executive Officer of the
Bank and Executive Vice President of the Company since February 1993. Prior to
joining the Bank, Mrs. Chau was President, Chief Executive Officer and Director
of the United Orient Bank, a Manhattan based 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.
Mrs. Chau began her Banking career in 1970 at National Westminster Bank USA
where she remained until 1987. Her experience included, at various times,
commercial lending for small and middle market clients, metropolitan New York
branch management, management of international lending and marketing for Asia,
and international trade finance for Fortune 500 companies in West and Northwest
United States.
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<PAGE> 10
Mrs. Chau serves on the Board of Directors for various community and
educational organizations including the Dekalb Chamber of Commerce, the Atlanta
College of Art, the Georgia Council on Economic Education, Consumer Credit
Counseling Service, Georgia Korean American Community Center Foundation and
Georgia Chinese American Association. She is a member of the Board of Deacons
of the Atlanta Chinese Christian Church.
A naturalized U.S. citizen, Mrs. Chau is a native of Hong Kong and holds a B.A.
degree from Coe College, Cedar Rapids, Iowa and an M.A. degree from Yale
University, New Haven, Connecticut.
THE FOLLOWING PERSONS ARE EXECUTIVE OFFICERS OF THE COMPANY:
H.A. Dudley, Jr., 48, has served as Executive Vice President and Senior Lending
Officer of the Bank since January 1991 and was elected Executive Vice President
of the Company in April 1995. Prior to joining the Bank, Mr. Dudley was a Vice
President of the Wachovia Bank and Trust where he served from 1983 to 1991 as a
District Manager in the Atlanta Retail Bank. From 1977 to 1983, Mr. Dudley was
a Vice President and Branch Coordinator of the Trust Company Bank of Columbus,
Columbus, Georgia. From 1973 to 1977, Mr. Dudley served at various times as
Assistant to the President and Management Auditor with First Southern Savings
and Loan Association, Mobile Alabama. Mr. Dudley began his Banking career in
1971 with Citizens and Southern Bank of Atlanta. Active in various community
organizations, Mr. Dudley previously has served on the Board of Directors of
the Sandy Springs Chamber of Commerce and the Rotary Club of Dunwoody. Mr.
Dudley received his B.S. in Business Administration from Auburn University in
1971.
Gary K. McClung, 41, has served as Executive Vice President, Chief Financial
Officer and Secretary of the Company, and Executive Vice President, Chief
Financial Officer of the Bank since April 1992. Prior to joining the Company,
Mr. McClung served as the Senior Vice President/Chief Financial Officer of
Fidelity National Bank and Fidelity Southern Corporation, its parent holding
Company, in Decatur, Georgia from 1986 to 1992. Mr. McClung also served as the
Controller/Corporate Secretary of Fidelity National Bank from 1983 to 1986.
From 1978 to 1983, Mr. McClung served as Assistant Cashier of the Bank of
Sissonville in Sissonville, West Virginia. Mr. McClung began his Banking
career in 1972 with One Valley Bank in Charleston, West Virginia. Mr. McClung
received his Bachelors Degree in Business Administration/Accounting from West
Virginia State College.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain officers and directors of the Company and their affiliates, including
corporations and firms of which they are officers or in which they and/or their
families have an ownership interest, have deposit accounts with the Bank and
may have other transactions with the Company or the Bank, including loans in
the ordinary course of business. In the opinion of the Board of Directors of
the Company, the terms of all of the transactions with such persons and
entities were no less favorable to the Company and the Bank than terms
available in comparable transactions from others and such terms were as
favorable as terms that could have been obtained in arms length transactions
with independent third parties. The Company and the Bank expect to have such
transactions or similar terms with its directors, executive officers and their
affiliates in the future. All commitments, loans or other extensions of credit
made by the Bank or the Company to officers, directors and principal
shareholders of the Company and to affiliates of such persons have been made in
the ordinary course of business on terms, including interest rates and
collateral, deemed by the Bank or the Company to be substantially the same as
those prevailing at the time for
8
<PAGE> 11
comparable transactions with independent third parties and do not involve more
than the normal risk of collectibility or present other unfavorable features.
The aggregate amount of loans outstanding by the Bank to the Company's
directors, executive officers and their affiliates as of December 31, 1996 was
approximately $567,000, which represented approximately 3% of the Company's
consolidated shareholder equity on that date.
During the last fiscal year, the Company retained the following law firms (as
well as others) to provide certain legal services to the Company, and may
employ each of the firms during the current fiscal year: Alembik and Alembik,
of which Mr. Alembik, a director of the Company and the Bank, is a partner;
Harkleroad & Hermance, P.C., of which Mr. Harkleroad, a director of the
Company, is a partner; and Glass, McCullough, Sherrill & Harrold, of which Mr.
Sparrow, a director of the Company, is a partner.
The Bank entered into an agreement in 1990 with Government Loan Service
Corporation, Inc., a Company in which a director, Mr. Nack Paek, is 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 1996.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and Executive officers, and persons who own more than ten percent of
the Company's Common Stock, to file with the Securities and Exchange Commission
("SEC") initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Directors, Executive
officers and greater than ten percent shareholders are required by SEC
regulation to furnish the Company the copies of all Section 16(a) reports they
file.
On August 27, 1996, the Company filed a Form 8-A Registration Statement to
change its registration pursuant to the Section 12(g) of the Act. At that
time, a Form 3 was required to be filed by October 24, 1996, the effective date
of the registration, for each director, executive officer and any beneficial
owner of over 10% of the Company's outstanding Common Stock. The Company then
made a request to expedite the registration and accelerate the effective date
to September 25, 1996, which was approved. A Form 3 was filed for each
director, executive officer and any beneficial owner on October 15, 1996, which
was beyond the new effective date of the 8(a) registration and, therefore,
considered late filings.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the year ended December 31, 1996, at no other time
was a Form 3 or Form 4 filed late by any Company directors or executive
officers or beneficial owners of over 10% of the Company's outstanding Common
Stock, nor were there any known failures to file required forms.
BOARD COMMITTEES, MEETINGS AND COMPENSATION
The Company has an Audit Committee of the Board of Directors consisting of
Messrs. Allison (Chairman), Paek, and Unger. This Committee reviews
significant audit, accounting and other principles, policies and
9
<PAGE> 12
practices, the activities of independent auditors and of the Company's internal
auditor, and the conclusions and recommendations of auditors and the reports of
regulatory examiners upon completion of their respective audits and
examinations.
The Company has a Nominating Committee, consisting of P. Carl Unger
(Chairman), Nack Y. Paek, Carl L. Patrick, Jr., and W. Clayton Sparrow, Jr.
The Company's By-Laws provide that shareholders wishing to nominate directors
for election may do so by sending a written notice to the president of the Bank
not less than 14 days nor more than 50 days prior to any meeting of
shareholders called for the election of directors, provided, however, that if
less than 21 days' notice of the meeting is given to the shareholders, such
nomination shall be mailed or delivered to the president of the Bank not later
than the close of business on the seventh day following the day on which the
notice of meeting was mailed. Such notification shall contain, to the extent
known to the shareholder, (a) the name and address of each proposed nominee,
(b) the principal occupation of each proposed nominee, (c) the total number of
shares of capital stock of the Company that will be voted for each proposed
nominee, (d) the name and residence address of the notifying shareholder, and
(e) the number of shares of capital stock of the Company owned by the notifying
shareholder. Nominations not made in accordance herewith may, in his/her
discretion, be disregarded by the chairperson of the meeting, and upon his/her
instructions, the vote teller may disregard all votes cast for each such
nominee.
The Company Board's Compensation Committee consists of Messrs. James Lai
(Chairman), Francis Lai and Aaron Alembik. This Committee reviews the
compensation of the chief executive officer and senior officers of the Company
and its subsidiary.
In 1996, the Board of Directors of the Company met 5 times, the Board of
Directors of the Bank met 13 times, the Audit Committee met 12 times, the
Nominating Committee met by phone 3 times and the Compensation Committee met
once. During 1996, each director attended at least 75% of the aggregate of (i)
the total number of meetings of the Board of Directors and (ii) the total
number of meetings held by all Committees of the Board on which he or she
served, except Messrs. Behler, Bucari, Chu, Cohen, Lin, and Phillips.
During 1996, each non-employee director received an attendance fee at the rate
of $300 for each meeting of the Board of Directors of the Company and Board of
Directors of the Bank, as well as $50 for each Committee meeting thereof
attended. A director who is an employee of the Company or the Bank receives no
fees or other compensation for serving as a director of either the Company or
the Bank. Pursuant to this arrangement, total fees of $21,300 were paid to
Company directors, and $31,700 of fees were paid by the Bank in directors' fees
in 1996.
10
<PAGE> 13
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, 1996, 1995 and 1994, 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, 1996.
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 . . . . . . . . . . . . 1996 $107,200 $36,872 -- -- --
President and Chief Executive 1995 103,100 41,544 -- -- --
Officer of the Company 1994 96,667 39,049 -- -- --
PIN PIN CHAU . . . . . . . . . . 1996 $131,250 $73,744 $ 9,711(1) -- $4,400(3)
Executive Vice President of the 1995 130,729 83,088 9,611(1) -- 4,400(3)
Company; President and Chief 1994 125,000 78,098 14,384(2) $10,000 4,400(3)
Executive Officer of the Bank
GARY K. MCCLUNG . . . . . . . . . 1996 $88,000 $36,872 -- -- --
Executive Vice President and 1995 83,900 41,544 -- -- --
Chief Financial Officer 1994 78,575 39,049 -- 2,000 --
of the Company and the Bank
H.A. DUDLEY . . . . . . . . . . . 1996 $85,000 $36,872 -- -- --
Executive Vice President 1995 81,400 41,544 -- -- --
of the Company and the Bank 1994 77,300 39,049 -- 2,000 --
</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) 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, 1996.
11
<PAGE> 14
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 1996. There were no options exercised during the
year ended December 31, 1996.
<TABLE>
<CAPTION>
1996 YEAR-END OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
OPTIONS AT 1996 YEAR END OPTIONS AT 1996 YEAR END(1)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
<S> <C> <C>
David Yu 11,000/0 $79,750/0
Pin Pin Chau 10,000/0 $72,500/0
Gary McClung 2,000/0 $14,500/0
H.A. Dudley 5,000/0 $36,250/0
</TABLE>
- ----------------------
(1) Based on the quoted market value per share of the Company's Common
Stock on December 31, 1996 of $ 17.25 per share.
SEVERANCE AGREEMENTS
In August 1995, the Board of Directors entered into severance agreements with
each of the four (4) executive officers of the Bank. The agreements generally
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, 1996, 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's compensation Committee consists of James S. Lai, Aaron I.
Alembik, and Sion Nyen (Francis) Lai. No member of the compensation Committee
is an employee of the Company or the Bank. See "Certain Relationships and
Related Transactions."
COMPENSATION OF EXECUTIVE OFFICERS
Under rules established by the SEC, the Company is required to provide certain
data and information regarding the compensation and benefits provided to its
chief executive officer and other executive officers, including the three most
highly compensated executive officers who receive more than $100,000 in
compensation. Collectively, for purposes hereof, these four executive officers
are referred to as the "executive officers". The disclosure requirements for
the executive officers include the use of tables and a report explaining the
rationale and considerations that led to fundamental executive compensation
12
<PAGE> 15
decisions affecting these individuals. The Compensation Committee of the Bank
has prepared the following report for inclusion in this Proxy Statement in
response to such requirements.
The Compensation Committee either approves or recommends to the Bank's Board
of Directors payment amounts and award levels for executive officers of the
Bank. The report reflects Summit's compensation philosophy as endorsed by the
Bank's and Company's Board of Directors and the Compensation Committee and
resulting actions taken by the Company for the reporting periods shown in the
various compensation tables supporting the report.
COMPENSATION COMMITTEE REPORT
General
The Compensation Committee of the Bank is composed of three independent,
non-employee Bank directors who have no "interlocking" relationships as defined
by the SEC. The Compensation Committee fully supports Summit's philosophy that
the relationship between pay and individual performance is the cornerstone of
the salary administration program, and the reward of consistent, superior
performance is equally important to the control of salary expense in the
management of Summit's operating overhead. Pay for performance relating to
executive officer compensation comprises two areas: base salary and annual
cash incentives. The administration of executive officer compensation in these
areas is based not only on individual performance and contributions but also
total Company performance relative to profitability and shareholder interests.
The Compensation Committee makes recommendations to the Bank's Board of
Directors with a view to: (i) ensuring that a competitive and fair total
compensation package is provided the directors, officers and employees in order
to recruit and retain quality personnel, (ii) ensuring that written performance
evaluations are made not less frequently than annually, and (iii) periodically
reviewing and revising salary ranges and total compensation programs for
directors, officers and employees using information provided by current surveys
of peer group market salaries for specific jobs.
Base Salary and Increases
In establishing executive officer salaries and increases, the Compensation
Committee considers individual performance and the relationship of total
compensation to the defined salary market. The decision to increase base pay
is recommended by the chief executive officer of the Bank and approved by the
Compensation Committee using performance results documented and measured
annually through a formal evaluation process. Information regarding salaries
paid by other financial institutions is obtained through formal salary surveys
and other means and is used in the decision process to ensure competitiveness
with Summit's peers and competitors.
Summit's general philosophy is to provide base pay competitive with other Banks
and Bank holding companies of similar size in the Southeast. Annual cash
incentives are paid based on the Company's achievement of defined financial
goals.
Chief Executive Pay
The Bank's Compensation Committee formally reviews the compensation paid to the
chief executive officers of the Company and the Bank in July of each year.
Changes in base salary and the awarding of cash incentives are based on overall
financial performance and profitability related to objectives stated in the
Company's strategic performance plan and the initiatives taken to direct the
Company. Information
13
<PAGE> 16
from proxy statement surveys is used in formulating recommendations regarding
changes in the chief executive officers' compensation to ensure that the chief
executive officers' total compensation is comparable with industry peers.
Final approval is made by the Bank's Board of Directors.
After a review of market information, specific accomplishments, and the
financial performance of Summit, the salary of Mr. David Yu, Chief Executive
Officer of the Company, was increased $3,000 to $109,200 annually. The salary
of Ms. Pin Pin Chau, Chief Executive Officer of the Bank, remained unchanged at
$131,250 in 1996 compared to the prior year.
Annual Cash Incentives
Summit utilizes cash incentives to better align pay with individual and Company
performance. Funding for the Cash Incentive Plan will be dependent on Summit
first attaining defined performance thresholds for pretax earnings and asset
growth. These performance thresholds promote a group effort by all key
managers. Once these thresholds are attained, the Compensation Committee,
based in part upon recommendations from the Bank's chief executive officer,
may approve awards to those officers who have made superior contributions to
Company profitability as measured and reported through individual performance
goals established at the beginning of the year. This philosophy, when fully
implemented, will better control overall expenses associated with future
performance. Market information regarding salaries will be used to establish
competitive rewards that are adequate to motivate strong individual performance
during the year.
Long-term Incentives
The Company and its shareholders have approved the 1987 Key Employee Incentive
Stock Option Plan, and 150,000 shares of Company Common Stock have been
reserved for issue under this Plan. In 1996, the Compensation Committee did
not issue stock options to any executives.
Employment and Severance Contracts
The Company presently has no employment contracts with any officer or employee
of the Company or any subsidiary. In 1995, the Board of Directors entered into
severance 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, 1996, there were 16,000
ungranted long-term stock options available to executives, 6,400 of which would
be available to Bank President and Chief Executive Officer Pin Pin Chau and
3,200 of which would be available to each of the remaining three executives.
These agreements have continuing three (3) year terms.
$1 Million Deduction Limit
At this time, the Company does not appear to be at risk of losing deductions
under the recently enacted $1 million deduction limit on executive pay
established under Section 162(m) of the Internal Revenue Code of 1986. As a
result, the Committee has not established a policy regarding this limit.
14
<PAGE> 17
Summary
In summary, Summit's overall executive compensation program is designed to
reward managers for superior individual, Company and share value performance.
The executive compensation program incorporates a shareholder point of view in
several different ways and contains significant protections for shareholders.
The Compensation Committee monitors the various program guidelines and may
adjust these as it deems appropriate. The Compensation Committee believes that
the compensation of the Company's officers and employees, including the
executive officers, is reasonable and competitive with compensation paid by
other financial institutions of similar size. The Company's total personnel
expense (which includes base salaries, cash bonuses, 401(k) matching
contributions, health care coverage and all other benefits) as a percentage of
assets was 2.42% for the year ended December 31, 1996.
This concludes the report of the Compensation Committee.
James S. Lai, Ph.D. Aaron I. Alembik Francis Lai
15
<PAGE> 18
PERFORMANCE GRAPH
The following line-graph compares the cumulative, total return of Summit's
Common Stock from December 31, 1991 to December 31, 1996, with that of the
Nasdaq Composite Index (an average of all stocks traded on the Nasdaq Stock
Market) and the SNL Bank Index, provided by SNL Securities, LP, for our peer
group (an average of all Banks in the Southeast with assets less than $250
million). Cumulative, total return represents the change in stock price and
the amount of dividends received over the indicated period assuming the
reinvestment of dividends.
<TABLE>
<CAPTION>
PERIOD ENDING
Index 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
- ----- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Summit Bank Corporation 100.00 104.21 168.42 173.68 221.93 382.36
NASDAQ - Total US 100.00 116.38 133.59 130.59 184.67 227.16
SNL Banks (Southeast <$250M) Index 100.00 121.86 159.12 175.11 277.25 335.88
</TABLE>
16
<PAGE> 19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 1, 1997, the number of shares of
Common Stock of the Company beneficially owned by each person known to the
Company to own more than five percent of the outstanding shares of Common
Stock, by each director and executive officer of the Company, and by all of the
Directors and executive officers of the Company as a group. Except where
otherwise indicated, each individual has sole voting and investment power over
the Common Stock listed by his or her name.
<TABLE>
<CAPTION>
Number of Shares Percent of Class
Beneficial Owner Beneficially Owned(1) Beneficially Owned
- ---------------- --------------------- ------------------
<S> <C> <C>
P. Carl Unger 30,123 (2) 1.85%
Jack N. Halpern 35,000 (3) 2.15%
David Yu 47,719 (4) 2.93%
James S. Lai 20,000 (5) 1.23%
Pin Pin Chau 13,500 (6) .83%
Aaron I. Alembik 25,980 (7) 1.60%
Gerald L. Allison 6,602 (8) .41%
Albert P. Behler 30,000 (9) 1.84%
Bruno C. Bucari 2,800 (10) .17%
Peter M. Cohen 16,543 (11) 1.02%
Paul C.Y. Chu 131,188 (12) 8.06%
H.A. Dudley, Jr. 5,000 (13) .31%
Donald R. Harkleroad 31,400 (14) 1.93%
Daniel T. Huang 130,100 (15) 8.00%
Shafik H. Ladha 20,000 (16) 1.23%
Sion Nyen (Francis) Lai 40,000 (17) 2.46%
Roger C.C. Lin 30,000 (18) 1.84%
Shih Chien (Raymond) Lo 2,708 (19) .17%
Gary K. McClung 3,000 (20) .18%
Nack Y. Paek 20,100 (21) 1.24%
Carl L. Patrick, Jr. 38,990 (22) 2.40%
Cecil M. Phillips 4,390 (23) .27%
W. Clayton Sparrow, Jr. 12,637 (24) .77%
Howard H.L. Tai 20,000 (25) 1.23%
All directors and executive
Officers as a group (24 people) 717,780 (26) 44.12%
</TABLE>
(1) Based on 1,407,688 shares outstanding as of March 1, 1997, and in the
case of beneficial owners who hold options and/or warrants for shares
exercisable within 60 days, includes as outstanding the number of shares
subject to such options and/or warrants. Information relating to
beneficial ownership of Common Stock by directors is based upon
information furnished by each person using "beneficial ownership"
concepts set forth in rules of the SEC under the Securities Exchange Act
of 1934, as amended ("1934 Act"). Under such rules, a person is deemed
to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote or direct the voting of
such security, or "investment power," which includes the power to dispose
of or to direct the disposition of such security. The person is also
deemed to be a beneficial owner of any
17
<PAGE> 20
security of which that person has a right to acquire beneficial ownership
within 60 days. Under such rules, more than one person may be deemed to
be a beneficial owner of the same securities, and a person may be deemed
to be a beneficial owner of securities as to which he or she may disclaim
any beneficial ownership. Accordingly, nominees are named as beneficial
owners of shares as to which they may disclaim any beneficial interest.
Except as indicated in other notes to this table describing special
relationships with other persons and specifying shared voting or
investment power, directors possess sole voting and investment power with
respect to all shares of Common Stock set forth opposite their names.
(2) Includes 13,595 shares subject to warrants received for service as an
organizer of the Company.
(3) Includes 10,000 shares held by Halpern Enterprises of which Mr. Halpern
is President and 17,500 shares subject to warrants received for service
as an organizer of the Company.
(4) Includes 36,719 shares held by Mr. Yu and his wife, and 11,000 shares
subject to options received under the Company's Key Employee Stock
Option Plan.
(5) Includes 10,000 shares subject to warrants received for service as an
organizer of the Company.
(6) Includes 10,000 shares subject to options received under the Company's
Key Employee Stock Option Plan.
(7) Includes 13,040 shares held by Mr. Alembik and his wife and 12,940
shares subject to warrants received for service as an organizer of the
Company.
(8) Includes 1,951 shares subject to warrants received for service as an
organizer of the Company.
(9) Includes 15,000 shares subject to warrants received for service as an
organizer of the Company.
(10) Includes 1,300 shares subject to warrants received for service as an
organizer of the Company.
(11) Includes 340 shares held by Mr. Cohen and his wife and 3,630 shares
subject to warrants received for service as an organizer of the Company.
(12) Includes 95,000 shares held by May Foong Corporation of which Mr. Chu is
President and 4,000 shares subject to warrants received for service as
an organizer of the Company. Mr. Chu's address is 23 Northdale Road,
White Plains, NY.
(13) Represents 5,000 shares subject to options received under The Company's
Key Employee Stock Option Plan.
(14) Includes 15,000 shares held by Bristol Summit Company and 1,200 shares
held by The Bristol Company, both of which Mr. Harkleroad is President
and 15,100 shares subject to warrants received for service as an
organizer of the Company.
(15) Includes 130,100 shares held by Mr. Huang, his wife and various family
members. Mr. Huang's address is 5500 Chelson Wood Drive, Duluth, GA.
18
<PAGE> 21
(16) Includes 10,000 shares held by Ladha Holdings Inc. of which Mr. Ladha is
President and 10,000 shares subject to warrants received for service as
an organizer of the Company.
(17) Includes 20,000 shares held by U.S. Pacific Investment Group of which
Mr. Lai is President and 20,000 shares subject to warrants received for
service as an organizer of the Company.
(18) Includes 15,000 shares held by a partnership of which Mr. Lin is a
partner and 15,000 shares subject to warrants received for service as an
organizer of the Company.
(19) Includes 208 shares subject to warrants received for service as an
organizer of the Company.
(20) Represents 1,000 shares subject to warrants received from the purchase
of an organizer's shares of the Company and 2,000 shares subject to
options received under the Company's Key Employee Stock Option Plan.
(21) Includes 9,000 shares subject to warrants received for service as an
organizer of the Company and 1,000 shares subject to warrants received
from the purchase of an organizer's shares of the Company.
(22) Includes 19,495 shares subject to warrants received for service as an
organizer of the Company.
(23) Represents 4,390 shares subject to warrants received for service as an
organizer of the Company.
(24) Includes 6,503 shares held by Mr. Sparrow and his wife and 6,134 shares
subject to warrants received for service as an organizer of the Company.
(25) Includes 10,000 shares held by Mr. Tai and his wife and 10,000 shares
subject to warrants received for service as an organizer of the Company.
(26) Includes 189,243 shares subject to warrants for services as organizers
of the Company, 2,000 shares subject to warrants received from the
purchase of organizers' shares of the Company and 28,000 shares subject
to stock options received under the Company's Key Employee Stock Option
Plan exercisable within 60 days.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP, Atlanta, Georgia, acted as the Company's principal
independent certified public accountants for the fiscal year ended December 31,
1996. No company has been selected by the Board of Directors to act as the
Company's independent certified public accountants for the current year, and it
is anticipated that there will be no change in same. 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
19
<PAGE> 22
Statement. If any other matters come 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.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of shareholders of Summit's intended to be presented at the 1998
Annual Meeting of Shareholders must be received by Summit at its principal
executive offices on or before December 1, 1997 in order to be included in
Summit's Proxy Statement and Proxy relating to the 1998 Annual Meeting of
Shareholders. Only proper proposals which are timely received will be included
in the Proxy Statement and Proxy.
OTHER INFORMATION
PROXY SOLICITATION COSTS
The cost of soliciting Proxies for the 1997 Annual Meeting will be paid by
Summit. In addition to the solicitation of shareholders of record by mail,
telephone, facsimile or personal contact, Summit will be contacting brokers,
dealers, banks, or voting trustees or their nominees who can be identified as
record holders of Common Stock; such holders, after inquiry by Summit, will
provide information concerning quantities of proxy materials and 1996 Annual
Reports needed to supply such information to beneficial owners, and Summit will
reimburse them for the reasonable expense of mailing proxy materials and 1996
Annual Reports to such persons.
ANNUAL REPORT ON FORM 10-K
Upon the written request of any person whose Proxy is solicited by this Proxy
Statement, Summit will furnish to such person without charge (other than for
exhibits) a copy of Summit's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, including financial statements and schedules thereto,
as filed with the Securities and Exchange Commission. Requests may be made to
Summit Bank Corporation, 4360 Chamblee Dunwoody Road, Atlanta, Georgia, 30341,
Attention: Gary McClung, Secretary.
By Order of the Board of Directors,
/s/ Gary K. McClung
----------------------------------
Gary K. McClung
Secretary
April 1, 1997
20
<PAGE> 23
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 May 10, 1997.
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.
1. ELECTION OF DIRECTORS
/ / FOR all nominees / / WITHHOLD AUTHORITY to vote for all
nominees listed below
Peter M. Cohen Donald R. Harkleroad Daniel T. Huang Shafik H. Ladha
Paul C.Y. Chu Cecil M. Phillips Howard H.L. Tai. P. Carl Unger
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> 24
2. In accordance with their best judgement 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: , 1997
-------------------
BE SURE TO DATE THIS PROXY
