<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 APRIL 29, 2000
The Annual Meeting of Shareholders 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 29th day of April 2000, 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, 2000 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 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 SHARES AT THE MEETING.
<PAGE> 3
SUMMIT BANK CORPORATION
4360 CHAMBLEE-DUNWOODY ROAD
ATLANTA, GEORGIA 30341
MARCH 24, 2000
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 29, 2000
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
29, 2000, 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 come
before the meeting. Any shareholder may revoke a proxy given pursuant to this
solicitation prior to the meeting by delivering to the Secretary of the Company
either an instrument revoking it or a duly executed proxy bearing a later date,
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 office, 4360 Chamblee
Dunwoody Road, Atlanta, Georgia 30341, Attention: Gary McClung, Secretary. The
telephone number for the office is (770)454-0400.
The Company has fixed March 15, 2000 as 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
1,655,263 shares of common stock of the Company, $.01 par value per share, held
by approximately 302 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.
Directors are elected by a plurality of the shares present in person or by proxy
and entitled to vote. Only those votes actually cast will be counted for the
purpose of determining whether a particular nominee received sufficient votes to
be elected. Accordingly, any abstentions and broker non-votes, which occur when
a broker submits a proxy card without exercising discretionary voting authority
on a non-routine matter, will not be included in vote totals and will not be
considered in determining the outcome of the vote.
All other matters that may properly come before the meeting require the
affirmative vote of a majority of shares of common stock present in person or by
proxy and entitled to vote on such matter. Abstentions will be counted in
determining the minimum number of votes required for approval and will,
therefore, have the effect of negative votes. Broker non-votes will not be
counted as votes for or against approval of any other matter properly brought
before the meeting.
This Proxy Statement and the accompanying form of proxy were first mailed to the
shareholders on or about March 29, 2000. An Annual Report to Shareholders,
including 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, 1999, and Management's Discussion and Analysis of Financial
Condition and Results of Operations for the 1999 fiscal year, accompanies 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., 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, Jose I. Gonzalez, James S. Lai, Nack Y. Paek, Carl L. Patrick, Jr., and
David Yu. The terms of the class II directors expire this year. Those current
Class II directors who have been nominated for re-election are listed below.
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"). The persons named
in the accompanying proxy intend to vote for the election of the nominees
identified below to serve for a three-year term, expiring at the 2003 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 or 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>
Peter M. Cohen II 52 Director None
Donald R. Harkleroad II 56 Director None
Daniel T. Huang II 50 Director None
Shafik H. Ladha II 53 Director Director
Paul C. Y. Chu II 49 Director None
Howard H. L. Tai II 68 Director None
P. Carl Unger II 72 Director Director
</TABLE>
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 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.
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Donald R. Harkleroad, a director of the Company since its inception in July
1987, is a 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
with interests in food, technology, and natural resources. 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 a director of the Society of
International Business Fellows and 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.
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
is the Chairman/CEO of Ladha Holdings, Inc., a closely held business, and its
subsidiaries, including Inventory Management Technologies, which is engaged in
the design, manufacturing and distribution of software controlled inventory
management equipment for health care and other industries. Mr. Ladha has served
for four years as Chairman of the Aga Khan Foundation, USA National Committee
(which is part of the global Aga Khan Development Network). He also served on
the Board of Governors of the International Club of Atlanta.
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.
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-based 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.
His prior business experience includes serving as Executive Vice President of
Shin-kong Synthetic Fibers Corporation located in Taiwan, the Republic of China.
P. Carl Unger, Ph. D., a director of the Company since its inception in July
1987, also served as Chairman of the Company from April 1996 to April 1998. Dr.
Unger 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 SEVEN
NOMINEES NAMED ABOVE.
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The following persons are directors in the classes with terms expiring in 2002
and 2001.
CLASS I DIRECTORS - TERM EXPIRES IN 2002:
Aaron I. Alembik, 69, a director of the Company since its inception in July
1987, is a former partner in the Atlanta law firm of Alembik and Alembik. Since
1958, he has been active in the practice of real estate, business and corporate
law. Mr. Alembik retired from his law practice in 1998. Mr. Alembik is also
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, 50, Chairman of the Company since April 1998, 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 space in the Atlanta
area. In his capacity as a principal of Halpern Enterprises, Inc., Mr. Halpern
has assisted numerous Asian and Hispanic 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 the DeKalb Chamber of Commerce, the International
Village Cultural and Community Center, and the Atlanta Jewish Federation.
Sion Nyen (Francis) Lai, 45, a director of the Company since December 1987 and
currently a member of the Company's Compensation Committee, 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, 55, a director of the Company since December 1987, is
the President and principal shareholder of Lo Brothers Associates, an exporter
of American hardwood and forest products. 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., 53, a director of the Company since its inception in
July 1987 and currently a member of the Company's Compensation Committee, also
served as Chairman of the Board from April 1994 through April 1996. He is a
partner in the Atlanta law firm of McCullough Sherrill, LLP. 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.
Pin Pin Chau, 60, has served as CEO of the Company since May 1999. She has been
President and Chief Executive Officer of the Bank since joining the Company in
February 1993. Prior to Summit, Ms. 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. Ms. Chau began her banking career in 1970 at National Westminster
Bank USA where she remained until 1987. Her experience
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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. Ms. Chau serves on the Board of
Directors for various community and educational organizations including the
Atlanta College of Art, the Georgia Council on Economic Education, Consumer
Credit Counseling Service, and Georgia Council of International Visitors. She
also serves on the Carter Center Board of Councilors and on the Board of the
Georgia Department of Industry, Trade and Tourism. A naturalized U.S. citizen,
Ms. 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.
CLASS III DIRECTORS - TERM EXPIRES IN 2001:
Gerald L. Allison, 62, Vice Chairman of the Company since April 1998, became a
director of the Company in April 1989, and also served as 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.
Jose Ignacio Gonzalez, 45, has been a director of the Company since April 1998.
Mr. Gonzalez is a founding partner for PanAmerican Logistics, LLC, a third party
total logistics provider for the cut flower industry. Mr. Gonzalez is also the
licensed southeast agent for ACES Airlines, the second largest Colombian airline
owned by the Colombian Federation of Coffee Growers and the Colombian ocean
freight line, Grancolombiana. In 1992, Mr. Gonzalez founded Arcoffee
Corporation, an importer/wholesaler of premium coffee brands, and served as its
President and CEO until 1997. Prior to 1992, Mr. Gonzalez served as Executive
Director of the Atlanta Hispanic Chamber of Commerce. Mr. Gonzalez received his
Bachelor of Science degree in Management from Purdue University and his Masters
in Business Administration from Mercer University. He is the current Chairman of
the Dekalb Chamber of Commerce, and a board member of the metro Atlanta Chamber
of Commerce, the Atlanta Hispanic Chamber of Commerce and a former member of the
Best Practices Committee of the United Way of Metropolitan Atlanta.
James S. Lai, Ph.D., 62, a director of the Company since its inception in July
1987 and currently a member of the Company's Compensation Committee, is a
Professor of Civil Engineering at the Georgia Institute of Technology. Dr. Lai
has served as Vice Chairman of the Bank since April 1996. He has taught at the
Georgia Institute of Technology since 1975. Dr. Lai is the sole owner of Pavtec
Engineering Technology, Inc. which specializes in engineering consulting. 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.
Nack Y. Paek, 58, 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. 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.
Carl L. Patrick, Jr., 53, has been a director since the inception of the Company
in July 1987 and is also currently a member of the Company's Compensation
Committee. He 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 &
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Co. for an aggregate of approximately ten years, Mr. Patrick had extensive
exposure to the accounting and tax aspects of real estate, banking, small
business, and international transactions. Mr. Patrick is a member of the
American and Georgia Bar Associations. 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, 49, is the founder and organizer of 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 and First
National Bank of Atlanta. Mr. Yu is founder and Chairman of the Board of the
Chinese Community Center and a 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.
OTHER EXECUTIVE OFFICERS OF THE COMPANY:
H.A. Dudley, Jr., 51, has served as Executive Vice President and Senior Lending
Officer of the Bank since joining the Bank in 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 Wachovia Bank, N.A. 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. 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.
Gary K. McClung, 44, has served as Executive Vice President, Chief Financial
Officer and Secretary of the Company, and as Executive Vice President and Chief
Financial Officer of the Bank since joining the Bank in April 1992. Prior to
joining the Company, Mr. McClung served as the Senior Vice President/Chief
Financial Officer of Fidelity National Bank and Fidelity National 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. Mr. McClung received his B.S. in Business
Administration/Accounting from West Virginia State College and is a graduate of
the Graduate School of Banking at Louisiana State University.
RELATED PARTY 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 their 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
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, 1999 was
approximately $28,000, or less than 1% of the Company's consolidated
shareholders' equity on that date.
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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 10% of the
Company's common stock, to file with the Securities and Exchange Commission
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 10% shareholders are required by regulation to furnish the Company
copies of all Section 16(a) reports they file. 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, 1999, all of the Company's directors, executive officers and
beneficial owners of over 10% of the Company's outstanding common stock filed
all required forms on time.
BOARD COMMITTEES AND MEETINGS
The Company has an Audit Committee of the Board of Directors consisting of
Gerald L. Allison (Chairman), Nack Y. Paek, and P. Carl Unger. This Committee
reviews significant audit, accounting, and other principles, policies and
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 Jack Halpern (Chairman),
P. Carl Unger, 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
Company 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
nominees shall be mailed or delivered to the President of the Company 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, (1) the name and address of each proposed nominee, (2)
the principal occupation of each proposed nominee, (3) the total number of
shares of capital stock of the Company that will be voted for each proposed
nominee, (4) the name and residence address of the notifying shareholder.
Nominations not made in accordance with this procedure 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's Compensation Committee consists of James Lai (Chairman), Francis
Lai, Aaron Alembik, Carl L. Patrick, Jr., and W. Clayton Sparrow, Jr. This
Committee reviews the compensation of the Chief Executive Officer and senior
officers of the Company and the Bank.
In 1999, the Board of Directors of the Company met five times, the Board of
Directors of the Bank met fourteen times, the Audit Committee met twelve times,
the Nominating Committee met six times and the Compensation Committee met six
times. During 1999, each director, except Messrs. Alembik, Chu, and Phillips,
attended at least 75% of the aggregate of (1) the total number of meetings of
the Board of Directors and (2) the total number of meetings held by all
Committees of the Board on which he or she served.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
DIRECTOR COMPENSATION
During 1999, each non-employee director received an attendance fee of $500 for
each meeting of the Board of Directors of the Company and the Board of Directors
of the Bank, as well as a fee of $100 for each Loan Committee, Credit Policy or
Audit Committee meeting attended. A director who is an employee of the Company
or the Bank receives no fees or other compensation for serving as a director, or
as a member of a Board Committee, from either the Company or the Bank. Pursuant
to this
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compensation arrangement, total fees of $30,000 were paid to Company directors,
and total fees of $69,100 were paid to Bank directors in 1999.
EXECUTIVE COMPENSATION
The following table shows the cash compensation paid by the Company during the
years ended December 31, 1999, 1998, and 1997, 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, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------------------------------------------------ ------------
NAME AND SECURITIES
PRINCIPAL COMPANY OTHER ANNUAL UNDERLYING ALL OTHER
OR BANK POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS/SARS COMPENSATION
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PIN PIN CHAU 1999 $144,630 $ -- $11,061(2) -- $8,016(3)
Chief Executive Officer of the 1998 137,940 64,400 9,705(2) -- 7,821(3)
Company; President and Chief 1997 131,250 73,312 9,707(2) 8,000 7,681(3)
Executive Officer of the Bank
DAVID YU 1999 120,120 -- -- -- 3,003(5)
President of the Company; 1998 114,660 32,200 -- -- 2,844(5)
Chairman of the Bank 1997 109,200 36,656 -- 4,000 16,230(4)
GARY K. MCCLUNG 1999 99,000 -- -- -- 2,475(5)
Executive Vice President and 1998 94,500 32,200 -- -- 1,219(5)
Chief Financial Officer 1997 90,000 36,656 -- 4,000 1,127(5)
of the Company and the Bank
H.A. DUDLEY, JR. 1999 95,700 -- -- -- 2,393(5)
Executive Vice President 1998 91,350 32,200 -- -- 2,266(5)
of the Company and the Bank 1997 87,000 36,656 -- 4,000 2,175(5)
===========================================================================================================================
</TABLE>
(1) We have omitted information on "perks" and other personal benefits
because the aggregate value of these items does not meet the minimum
amount required for disclosure under Securities and Exchange Commission
regulations.
(2) Non-cash compensation representing personal use of a vehicle provided
by the Company.
(3) Consists of $4,400 deferred compensation paid by the Company each year
and 401k contributions paid by the Company of $3,616, $3,421, and
$3,281 in 1999, 1998 and 1997, respectively.
(4) Consists of $13,500 deferred compensation paid by the Company for stock
options granted at below market and $2,730 401k contributions paid by
the Company.
(5) Consists of 401k contributions paid by the Company
STOCK OPTION GRANTS
There were no stock options or stock appreciation rights granted to any
executive officer listed in the Summary Compensation Table during the year ended
December 31, 1999.
8
<PAGE> 11
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the executive
officers listed in the Summary Compensation Table concerning options exercised
and unexercised options held as of the end of 1999.
1999 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF SECURITIES IN-THE-MONEY
ACQUIRED UNDERLYING UNEXERCISED OPTIONS AT 1999
ON VALUE OPTIONS AT 1999 YEAR END YEAR END(2)
NAME EXERCISE REALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLe
---- -------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Pin Pin Chau -- $ -- 8,000/0 0/0
David Yu -- -- 4,000/0 0/0
Gary K. McClung -- -- 4,000/0 0/0
H.A. Dudley, Jr -- -- 4,000/0 0/0
</TABLE>
(1) Based on the quoted market value per share of the Company's common
stock on the date of exercise of the options.
(2) Based on the quoted market value per share of the Company's common
stock on December 31, 1999 of $11.75 per share, the options were not
in-the-money. The exercise price on all unexercised options is $16.75.
SEVERANCE AGREEMENTS
The Company has severance agreements with each of the four 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 annual base salary. These agreements have continuing
three year terms.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consists of Dr. James S. Lai, Aaron I.
Alembik, Carl L. Patrick, Jr., W. Clayton Sparrow, Jr., 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 COMMITTEE REPORT
INTRODUCTION
Under rules established by the Securities and Exchange Commission, a company
must provide certain data and information regarding the compensation and
benefits provided to its five most highly compensated executive officers, but no
disclosure is required for any executive officer, other than the Chief Executive
Officer, whose total annual salary and bonus does not exceed $100,000. 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 decisions affecting these individuals. The Compensation
Committee of the Company has prepared the following report for inclusion in this
Proxy Statement in response to such requirements.
9
<PAGE> 12
The Company's 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 the Company's compensation philosophy as endorsed
by the Bank's and Company's Board of Directors and the Company's Compensation
Committee, and actions taken by the Company for the reporting periods shown in
the compensation tables supporting the report.
COMPENSATION COMMITTEE REPORT
GENERAL
The Compensation Committee of the Company is composed of five independent,
non-employee directors who have no "interlocking" relationships as defined by
applicable regulations. The Compensation Committee fully supports the Company's
philosophy that the relationship between pay and individual performance is the
cornerstone of the salary administration program, and that the reward of
consistent, superior performance is equally important to the control of salary
expense in the management of the Company's operating overhead. Pay for
performance relating to executive officer compensation in these areas is based
not only on individual performance and contributions but also on total Company
performance relative to profitability and shareholder interests. The
Compensation Committee makes recommendations to the Bank's Board of Directors:
(1) to ensure that a competitive and fair total compensation package is provided
the directors, officers and employees in order to recruit and retain quality
personnel, (2) to ensure that written performance evaluations are made not less
frequently than annually, and (3) periodically to review and revise 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 the Company's peers and competitors.
The Company'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 Company's Compensation Committee formally reviews the compensation paid to
the chief executive officer of the Company and of the Bank 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 from Proxy Statement surveys is used in formulating recommendations
regarding changes in the chief executive officers' compensation to ensure his or
her total compensation is comparable with industry peers. Final approval is made
by the Bank's Board of Directors.
After review of market information, specific accomplishments and the financial
performance of the Company, no changes were made to the base salaries of the
chief executive officer of the Company and the Bank.
10
<PAGE> 13
ANNUAL CASH INCENTIVES
The Company utilizes cash incentives to better align pay with individual and
Company performance. Funding for the Cash Incentive Plan depends on the
Company's first attaining defined performance thresholds for net 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's shareholders approved the 1998 Employee Incentive Stock Option
Plan at the annual shareholders' meeting on April 25, 1998. The Board of
Directors has reserved 200,000 shares of Company common stock for issuance
pursuant to awards that may be made under the Stock Plan, subject to adjustment
as provided in the Stock Plan. In 1999, 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. The Company has severance agreements with each
of the four executive officers of the Company. 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.
These agreements have continuing three year terms.
$1 MILLION DEDUCTION LIMIT
At this time, the Company does not appear to be at risk of losing deductions
under the $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.
SUMMARY
In summary, the Company'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 and financial performance. 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 average assets was 1.83% for the year ended December 31, 1999.
This concludes the report of the Compensation Committee.
James S. Lai, Ph.D.
Aaron I. Alembik
Sion Nyen (Francis) Lai
W. Clayton Sparrow, Jr.
Carl L. Patrick, Jr.
11
<PAGE> 14
PERFORMANCE GRAPH
The following line graph compares the cumulative, total return of the Company's
common stock from December 31, 1994 to December 31, 1999, with that of the
Nasdaq Composite Index (an average of all stocks traded on the Nasdaq Stock
Market), and with that of the SNL Bank Index, provided by SNL Securities, LP,
for our peer group (an average of all banks in the Southeast with assets more
than $250 million but less than $500 million), as well as our peer group from
the previous year (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.
[GRAPH]
<TABLE>
<CAPTION>
PERIOD ENDING
-------------------------------------------------------------------------------
INDEX 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Summit Bank Corporation 100.00 127.78 220.15 250.56 218.92 160.96
NASDAQ - Total US* 100.00 141.33 173.89 213.07 300.25 542.43
SNL<$250M Southeast Bank Index 100.00 138.16 157.46 253.68 248.41 210.06
SNL $250-$500M Southeast Bank Index 100.00 135.87 158.80 231.97 230.25 212.32
</TABLE>
12
<PAGE> 15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 15, 2000, the number of shares of
common stock of the Company beneficially owned by each person known to the
Company to own more than 5% 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>
Jack N. Halpern 40,000 (2) 2.39%
Gerald L. Allison 8,602 .51
David Yu 53,719 (3) 3.21
Pin Pin Chau 22,250 (4) 1.33
Aaron I. Alembik 24,980 (5) 1.49
Peter M. Cohen 16,543 .99
Paul C.Y. Chu 131,188 (6) 7.83
H.A. Dudley, Jr. 9,000 (7) .54
Donald R. Harkleroad 26,800 (8) 1.60
Daniel T. Huang 130,100 (9) 7.77
Shafik H. Ladha 20,000 (10) 1.19
James S. Lai 20,000 1.19
Sion Nyen (Francis) Lai 17,500 (11) 1.04
Shih Chien (Raymond) Lo 2,708 .16
Gary K. McClung 5,100 (12) .30
Nack Y. Paek 8,100 .48
Carl L. Patrick, Jr. 38,990 2.33
W. Clayton Sparrow, Jr. 12,637 .75
Howard H.L. Tai 15,000 .90
P. Carl Unger 30,123 1.80
All directors and executive
officers as a group (20 people) 633,340 (13) 37.81
</TABLE>
(1) Based on 1,675,263 shares outstanding as of March 15, 2000, and in the
case of beneficial owners who hold options for shares exercisable within 60 days
of March 15, 2000, includes as outstanding the number of shares subject to such
options. Information relating to beneficial ownership of common stock by
directors is based upon information furnished by each person and upon
"beneficial ownership" concepts set forth in rules under the Securities Exchange
Act of 1934, as amended. Under these 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 security of which that person has a right to acquire beneficial ownership
within 60 days. 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.
(2) Includes 25,000 shares held by Halpern Enterprises of which Mr. Halpern
is President.
(3) Represents 49,719 shares held by Mr. Yu and his wife, and 4,000 shares
subject to options received under the Company's Stock Incentive Plan.
13
<PAGE> 16
(4) Includes 3,350 shares held by Ms. Chau and her husband and 8,000 shares
subject to options received under the Company's Stock Incentive Plan.
(5) Includes 6,380 shares held by Mr. Alembik's wife and 2,000 shares in a
trust for which Mr. Alembik and his wife have voting power.
(6) Includes 95,000 shares held by May Foong Corporation of which Mr. Chu
is President. Mr. Chu's address is 23 Northdale Road, White Plains, New
York.
(7) Includes 4,000 shares subject to options received under The Company's
Stock Incentive Plan.
(8) Includes 25,500 shares held by Bristol Summit Company and 1,200 shares
held by The Bristol Company, as to both of which Mr. Harkleroad is
President.
(9) Represents shares held by Mr. Huang, his wife and various family
members. Mr. Huang's address is 5500 Chelson Wood Drive, Duluth,
Georgia.
(10) Represents shares held by Ladha Holdings Inc. of which Mr. Ladha is
President.
(11) Includes 10,000 shares held by U.S. Pacific Investment Group of which
Mr. Lai is President.
(12) Includes 4,000 shares subject to options received under the Company's
Stock Incentive Plan.
(13) Includes 20,000 shares subject to stock options received under the
Company's Key Employee Stock Option Plan exercisable within 60 days.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG LLP, Atlanta, Georgia, acted as the Company's principal independent
certified public accountants for the fiscal year ended December 31, 1999. The
Board of Directors has not selected a company to act as its independent
certified public accountants for the current year, but no change is anticipated.
The Board of Directors will make this decision later in the year.
Representatives of KPMG 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 is not aware of any other matters 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 matters come
before the meeting, the persons named in the enclosed proxy intend to vote on
such matters in accordance with their judgment.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Shareholder proposals submitted for consideration at the next annual meeting of
Shareholders must be received by the Company no later than December 31, 2000, to
be included in the 2001 proxy materials. A shareholder must notify the Company
before March 15, 2001 of a proposal for the 2001 Annual Meeting which the
shareholder intends to present other than by inclusion in the Company's proxy
material. If the Company does not receive such notice prior to March 15, 2001,
proxies solicited by the management of the Company will confer discretionary
authority upon the management of the Company to vote upon any such matter.
14
<PAGE> 17
OTHER INFORMATION
PROXY SOLICITATION COSTS
The Company will pay the cost of soliciting proxies for the 2000 Annual Meeting.
In addition to the solicitation of shareholders of record by mail, telephone,
facsimile or personal contact, the Company will contact brokers, dealers, banks,
or voting trustees or their nominees who can be identified as record holders of
common stock. These holders, after inquiry by the Company, will provide
information concerning the quantities of proxy materials and 1999 Annual Reports
they need to supply these items to beneficial owners; and the Company will
reimburse them for the reasonable expense of mailing proxy materials and 1999
Annual Reports to such persons.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL FURNISH TO ITS SHAREHOLDERS WITHOUT CHARGE (OTHER THAN FOR
EXHIBITS) A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1999, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. REQUESTS SHOLD 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
March 24, 2000
15
<PAGE> 18
SUMMIT BANK CORPORATION
PROXY
This Proxy is solicited by the Board of Directors for the Annual
Meeting (the "Meeting") to be held at the Atlanta Marriott Perimeter Center, 246
Perimeter Center Parkway, N.E. Atlanta, Georgia 30346, on the 29th day of April
2000, at 10:00 a.m. (Atlanta time).
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.
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 on the reverse
side and in accordance with the best judgment of the Proxy holder on any other
matters which may come before the Meeting.
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ON APRIL
29, 2000. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH,
EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.
SEE REVERSE SIDE
<PAGE> 19
<TABLE>
<S> <C> <C>
I. ELECTION OF DIRECTORS
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY INSTRUCTION: To withhold authority to vote for
to vote for all nominees listed below any nominee, write that nominee's name below:
Peter M. Cohen Daniel T. Huang Paul C. Y. Chu P. Carl Unger
Donald R. Harkleroad Shafik H. Ladha Howard H. L. Tai ___________________
II. IN ACCORDANCE WITH THEIR BEST JUDGMENT UPON SUCH OTHER MATTERS AS MAY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
IF NO PREFERENCE IS INDICATED, THIS PROXY WILL BE VOTED "FOR" PROPOSALS I AND II.
- ----------------------------------------------------- -----------------------------------------------------------
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:_________________________, 2000
BE SURE TO DATE THIS PROXY
</TABLE>
- FOLD AND DETACH HERE -
