<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
REDWOOD EMPIRE BANCORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[Logo]
REDWOOD EMPIRE BANCORP
111 SANTA ROSA AVENUE
SANTA ROSA, CALIFORNIA 95404
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1996
TO THE SHAREHOLDERS OF REDWOOD EMPIRE BANCORP:
The 1996 Annual Meeting of Shareholders of Redwood Empire Bancorp
("Redwood") will be held at in the Sonoma Room of the Doubletree Hotel, 3555
Round Barn Boulevard, Santa Rosa, California, at 4:00 p.m. on May 21, 1996, for
the following purposes:
1. ELECTION OF DIRECTORS. To elect a Board of seven Directors to serve
for the ensuing year.
2. RATIFICATION OF INDEPENDENT AUDITORS. To ratify the appointment of
Deloitte & Touche, LLP as independent certified accountants to audit
Redwood's financial statements for the fiscal year ending December 31,
1996.
3. OTHER BUSINESS. To consider and act upon such other business as may
properly come before the meeting or any adjournment thereof.
Only holders of Common Stock of record as of the close of business on April
10, 1996 will be entitled to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
/s/ MARTA J. IDICA
Marta J. Idica
Corporate Secretary
April 16, 1996
YOU ARE URGED TO VOTE IN FAVOR OF MANAGEMENT'S PROPOSALS BY SIGNING AND
RETURNING THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING IN PERSON. THE ENCLOSED PROXY IS SOLICITED BY REDWOOD'S
BOARD OF DIRECTORS. ANY SHAREHOLDER GIVING A PROXY MAY REVOKE IT PRIOR TO THE
TIME IT IS VOTED BY NOTIFYING THE SECRETARY OF REDWOOD IN WRITING OF SUCH
REVOCATION, BY FILING A DULY-EXECUTED PROXY BEARING A LATER DATE, OR BY
ATTENDING THE ANNUAL MEETING IN PERSON AND VOTING BY BALLOT.
<PAGE>
[logo]
REDWOOD EMPIRE BANCORP
111 SANTA ROSA AVENUE
SANTA ROSA, CALIFORNIA 95404
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1996
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the 1996 Annual Meeting of Shareholders (the "Annual
Meeting") of Redwood Empire Bancorp ("Redwood," and with its subsidiaries the
"Company") to be held on Tuesday, May 21, 1996 at 4:00 p.m., in the Sonoma Room
of the Doubletree Hotel, 3555 Round Barn Boulevard, Santa Rosa, California, and
at any and all adjournments thereof.
It is anticipated that this Proxy Statement and the accompanying Notice and
form of Proxy will be mailed to shareholders eligible to receive notice of and
vote at the Annual Meeting on or about April 16, 1996.
REVOCABILITY OF PROXIES
A form of Proxy for voting your shares at the Annual Meeting is enclosed.
Any shareholder who executes and delivers such Proxy has the right to, and may,
revoke it at any time before it is exercised, by filing with the Secretary of
Redwood an instrument revoking it or a duly executed Proxy bearing a later date.
In addition, if the person executing a Proxy is present at the Annual Meeting,
and elects to vote in person, the powers of the Proxy holders will be superseded
as to those Proposals on which the shareholder actually votes at the Annual
Meeting.
1
<PAGE>
PERSONS MAKING THE SOLICITATION
THIS SOLICITATION OF PROXIES IS BEING MADE BY REDWOOD'S BOARD OF DIRECTORS.
The expenses of preparing, assembling, printing, and mailing this Proxy
Statement and the materials used in the solicitation of Proxies for the Annual
Meeting will be borne by the Company. It is contemplated that Proxies will be
solicited principally through the use of the mails, but officers, directors, and
employees of the Company and its subsidiaries, including both National Bank of
the Redwoods ("NBR") and Allied Bank, F.S.B. ("Allied"), may solicit Proxies
personally or by telephone, without receiving special compensation therefor.
The Company will reimburse banks, brokerage houses and other custodians,
nominees, and fiduciaries for their reasonable expenses in forwarding these
Proxy materials to shareholders whose stock in Redwood is held of record by such
entities. In addition, the Company may use the services of individuals or
companies it does not regularly employ in connection with this solicitation of
Proxies if management determines it to be advisable.
VOTING SECURITIES
There were issued and outstanding 2,687,407 shares of Redwood's common
stock (the "Common Stock") on April 10, 1996, which date has been fixed as the
record date for the purpose of determining shareholders entitled to notice of,
and to vote at, the Annual Meeting (the "Record Date"). As of the Record Date,
there were also issued and outstanding 575,000 shares of Redwood's 7.80%
Noncumulative Convertible Perpetual Preferred Stock, Series A (the "Preferred
Stock"). The Preferred Stock is not entitled to vote on any of the matters
expected to be submitted for a vote at the Annual Meeting.
2
<PAGE>
All properly executed proxies delivered pursuant to this solicitation and
not revoked will be voted at the Annual Meeting in accordance with the
directions given. Regarding the election of directors, shareholders may vote in
favor of all nominees, or withhold their votes as to all nominees, or withhold
their votes as to specific nominees, by following the instructions on the
enclosed proxy card. With respect to the appointment of Deloitte & Touche, LLP
to serve as the Company's independent auditors for the 1996 fiscal year,
shareholders may vote in favor of or against the proposal, or may abstain from
voting, by specifying their choice as indicated on the enclosed proxy card. If
no specific instructions are given with respect to any matter to be voted on,
the shares represented by a signed proxy will be voted FOR the election of the
Board's nominees, and FOR the appointment of Deloitte & Touche, LLP as
independent auditors. Directors will be elected by a plurality of the votes
cast by the holders of Redwood's Common Stock, voting in person or by proxy at
the Annual Meeting; ratification of the appointment of Deloitte & Touche, LLP as
independent auditors will require the affirmative vote of the holders of a
majority of the shares of Common Stock of Redwood voting on such appointment in
person or by proxy at the Annual Meeting. Thus abstentions, although they will
be counted in determining whether a quorum is present for the vote on both
matters, will have no direct effect on the outcome of either vote. Similarly,
broker non-votes are also counted towards a quorum but are not counted for any
purpose in determining whether a matter has been approved, and will have no
direct effect on the outcome of the votes for election of directors or the
appointment of Deloitte & Touche, LLP.
On any matter submitted to the vote of the shareholders other than the
election of directors, each holder of Common Stock will be entitled to one vote,
in person or by Proxy, for each share of Common Stock held of record on
Redwood's books as of the Record Date. In connection with the election of
directors, shares may be voted cumulatively, but only for persons whose names
have been placed in nomination prior to the voting for election of directors and
only if a shareholder present at the Annual Meeting gives notice at the Annual
Meeting, prior to such voting, of his or her intention to vote cumulatively.
(Notice of intention to vote cumulatively may not be given by simply marking and
returning a proxy.) If any Company shareholder gives such notice, then all
shareholders eligible to vote will be entitled to cumulate their votes in voting
for election of directors. Cumulative voting allows a shareholder to cast a
number of votes equal to the number of shares held in his or her name as of the
Record Date, multiplied by the number of directors to be elected. All of these
votes may be cast for any one nominee, or they may be distributed among as many
nominees as the shareholder sees fit. The nominees receiving the highest number
of votes, up to the number of directors to be elected, shall be elected.
If one of Redwood's shareholders gives notice of intention to vote
cumulatively, the persons holding the proxies solicited by the Board of
Directors will exercise their cumulative voting rights, at their discretion, to
vote the shares they hold in such a way as to ensure the election of as many of
the Board's nominees as they deem possible. This discretion and authority of
the proxyholders may be withheld by checking the box on the proxy card marked
"withhold from all nominees." Such an instruction, however, will also deny the
proxyholders the authority to vote for any or all of the nominees of the Board
of Directors, even if cumulative voting is not called for at the Annual Meeting,
although it will not prevent the proxyholders from voting, at their discretion,
for any other person whose name may be properly placed in nomination at the
Annual Meeting.
3
<PAGE>
A shareholder may choose to withhold from the proxyholders the authority to
vote for any of the individual candidates nominated by the Board of Directors,
by marking the appropriate box on the proxy card and striking out the names of
the disfavored candidates as they appear on the proxy card. In that event the
proxyholders will not cast any of the shareholder's votes for candidates whose
names have been crossed out, whether or not cumulative voting is called for at
the Annual Meeting, but they will retain the authority to vote for the
candidates nominated by the Board of Directors whose names have not been struck
out, and for any other candidates who may be properly nominated at the Annual
Meeting. If a shareholder wishes to specify the manner in which his or her
votes are allocated in the event of cumulative voting, he or she must appear and
vote in person at the Annual Meeting. Ballots will be available at the Annual
Meeting for persons desiring to vote in person.
All votes will be tabulated by First Interstate Bank, the company's
tabulating agent. Representatives of First Interstate Bank will be in
attendance at the Annual Meeting in order to receive any votes cast at that
time.
SHAREHOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Management of the Company knows of no person who owns, beneficially or of
record, either individually or together with associates, more than five percent
of the outstanding shares of Redwood's Common Stock, except as set forth in the
following table. Unless otherwise indicated, the persons listed have sole voting
and investment power over the shares beneficially owned.
4
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS OF PERCENT
BENEFICIAL OWNER AMOUNT OWNED OF CLASS
---------------- ------------ --------
<S> <C> <C>
Mr. B. John Barry 250,000 shares (1) 8.68%
1128 Red Mountain Road
Aspen, CO 81612
Heartland Advisors, Inc. 249,000 shares (2) 8.64%
790 North Milwaukee Street
Milwaukee, WI 53202
T. Rowe Price Associates, Inc 151,361 shares (3) 5.25%
T. Rowe Price Small Cap Value Fund, Inc
100 East Pratt Street
Baltimore, MD 21202
Orlando J. Antonini 147,606 shares (4) 5.40%
1325 Columbus Avenue, 2nd Floor
San Francisco, CA 94133-1315
</TABLE>
- ----------------------------
(1) Based on information reported by Mr. Barry in a Schedule 13D filed with the
Securities and Exchange Commission on or about May 26, 1994, reflecting
ownership data as of May 17, 1994.
(2) Based on information reported by Heartland Advisors, Inc., a registered
investment advisor, in a Schedule 13G filed with the Securities and
Exchange Commission on or about February 15, 1996, reflecting beneficial
ownership as of December 31, 1995.
(3) Based on information reported by T. Rowe Price Associates, Inc. ("Price
Associates"), a registered investment advisor, and T. Rowe Price Small Cap
Value Fund, Inc., a registered investment company, in a Schedule 13G filed
with the Securities and Exchange Commission on or about February 15, 1996,
reflecting joint beneficial ownership as of December 31, 1995. The
securities are owned by various individual and institutional investors.
For purposes of the reporting requirements of the Securities Exchange Act
of 1934, Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities.
(4) Based on Form 4 filings with the Securities and Exchange Commission. The
amount includes 53,510 shares available by the exercise of stock options
exercisable within 60 days of March 1, 1996 and 94,096 shares held with sole
voting power but shared investment power.
5
<PAGE>
SECURITIES OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 1, 1996, the number and
percentage of shares of Redwood's outstanding Common Stock and Preferred Stock,
respectively, which are beneficially owned, directly or indirectly, by (a) each
of Redwood's directors and nominees for director, (b) the Chief Executive
Officer of Redwood and each of the Company's four most highly compensated
executive officers other than the Chief Executive Officer (the "named executive
officers"), and (c) Redwood's directors and the named executive officers as a
group. The Company identifies as its executive officers the Chief Executive
Officer, President and Chief Financial Officer of Redwood, and those key policy-
making officers of Redwood's principal subsidiaries who have a significant
impact on the overall direction or financial reporting of the Company. The
shares "beneficially owned" are determined under Securities and Exchange
Commission Rules, and do not necessarily indicate ownership for any other
purpose. In general, beneficial ownership includes shares over which the
indicated person has sole or shared voting or investment power and shares which
he has the right to acquire within 60 days of March 1, 1996. Unless otherwise
indicated, the persons listed have sole voting and investment power over the
shares beneficially owned. Management is not aware of any arrangements which
may, at a subsequent date, result in a change of control of the Company.
6
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
-----------------------
COMMON SHARES PREFERRED
SHARES ----------------------- PERCENT OF SHARES
HELD OPTIONS (1) TOTAL CLASS (2) HELD (3)
------ ----------- ----- --------- --------
<S> <C> <C> <C> <C> <C>
Orlando J. Antonini 94,096 53,510 147,606 5.40% ---
James E. Beckwith --- --- --- --- ---
Haskell E. Boyett (4) 10,129 30,095 40,224 1.48 ---
Robert D. Cook (5) --- --- --- --- ---
John H. Downey, Jr. 37,554 37,974 75,528 2.78 ---
Dennis E. Kelley 2,227 27,486 29,713 1.10 3,500
Patrick W. Kilkenny 8,787 24,468 33,255 1.23 ---
John R. Olsen 1,000 1,250 2,250 .08 ---
William B. Stevenson 500 --- 500 .02 ---
Tom D. Whitaker 2,206 3,825 6,031 .22 ---
Directors, Nominees and
Executive Officers as a 156,499 178,608 335,107 11.73 3,500
Group (10 persons)
</TABLE>
-------------
(1) Includes shares acquirable by the exercise of stock options exercisable
within 60 days of March 1, 1996.
(2) The percentage for each individual (and for the group) is calculated by
dividing (i) the number of Redwood shares beneficially owned (including
shares that could be obtained through the exercise of options within 60
days after March 1, 1996) by (ii) the number of Redwood shares outstanding
on March 1, 1996 plus, in each case, the number of shares which the
individual (or group) could obtain through the exercise of such an option.
(3) No individual officer or director holds more than 0.1% of the Preferred
Stock.
(4) Mr. Boyett has shared voting and investment powers as to 10,129 shares.
(5) Mr. Cook is a nominee for election at the 1996 Annual Meeting of
Shareholders.
7
<PAGE>
PROPOSAL NO. 1: ELECTION OF DIRECTORS
NOMINEES
Redwood's directors are elected annually, to serve until the next Annual
Meeting of shareholders and until their respective successors have been elected.
All of the nominees listed below have served as directors since Redwood's last
Annual Meeting of Shareholders, which was held in May of 1995.
Redwood's Bylaws provide that the number of directors of Redwood may not be
less than seven (7) nor more than thirteen (13) until changed by an amendment to
the Bylaws adopted by Redwood's shareholders, with the exact number of directors
within that range to be set by vote of the Board. At present, Redwood's Bylaws
provide for a Board consisting of seven (7) directors, and consequently proxies
may be voted for seven directors.
The persons named below will be nominated for election as directors at the
Annual Meeting to serve until the 1997 Annual Meeting of Shareholders and until
their successors are duly elected. Unless otherwise instructed, proxy holders
will vote the proxies received by them for the election of the nominees below
(or as many thereof as possible under the rules of cumulative voting). In the
event that any of the nominees should be unable to serve as a director, it is
intended that the Proxy will be voted for the election of such substitute
nominee, if any, as shall be designated by the Board of Directors. The Board of
Directors has no reason to believe that any of the nominees named below will be
unable to serve if elected. Additional nominations for director may only be
made by complying with the nomination procedures which are described under the
heading "Shareholder Proposals and Nominations" at the end of this Proxy
Statement.
The following table sets forth the names of, and certain information
concerning, the persons to be nominated by the Board of Directors for election
as directors of Redwood.
8
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
APPOINTED PRINCIPAL OCCUPATION
NAME AND TITLE AGE DIRECTOR DURING PAST FIVE YEARS
-------------- --- -------- ----------------------
<S> <C> <C> <C>
Orlando J. Antonini 53 1988 Independent business consultant. Former President of Antonini
Director Professional Corporation, a San Francisco-based accounting corporation.
Haskell E. Boyett 68 1991 Independent business consultant. Former Division Manager,
Director Pacific Gas and Electric Company, a San Francisco-based public utility.
Robert D. Cook 66 --- President and CEO of R.D. Cook Management Corporation, a financial
Nominee and business consulting firm. Mr. Cook is a nominee at the 1996
Annual Meeting.
Patrick W. Kilkenny 49 1995 Chief Executive Officer and President since 1995. Chairman of the
Chief Executive Officer and Board of NBR since 1994, CEO and Director of NBR from 1984 to 1993.
President Director of Redwood from 1988 to 1993.
John R. Olsen 67 1994 Former Senior Vice President-Investments of Standard Insurance
Director Company, an Oregon-based insurance company.
William B. Stevenson 65 1995 Principal, Financial Institutions Analysts & Consultants, a
Director financial institution consultancy, since 1992; President and CEO, Pan
American Savings Bank, from 1984 to 1991.
Tom D. Whitaker 58 1992 President and CEO of Motion Analysis Corporation, Inc., a Northern
Director and Vice California-based manufacturer of devices that measure motion.
Chairman of the
Board
</TABLE>
9
<PAGE>
The term of office of each director of Redwood is one year. None of the
directors were selected pursuant to any arrangement or understanding other than
with the directors and officers of Redwood acting within their capacities as
such. There are no family relationships between any of the directors and
executive officers of Redwood. No director or officer of Redwood serves as a
director of any company which has a class of securities registered under, or
which is subject to the periodic reporting requirements of, the Securities
Exchange Act of 1934, or of any company registered as an investment company
under the Investment Company Act of 1940.
Redwood's current Chairman of the Board and Chief Executive Officer, John
H. Downey, Jr., will retire from all his current offices with the Company
immediately following the 1996 Annual Shareholders' Meeting, and is therefore
not a candidate for re-election as a Director of Redwood. Mr. Downey has
served as a Director of NBR since its inception in 1985, and was NBR's
Chairman of the Board from 1985 to 1995. He has been Redwood's Chairman of
the Board since its formation in 1988, and has been a member of Allied's
Board of Directors since 1994. In recognition of his long and distinguished
service to the Company, and in order to retain his experience and advice for
the coming year, immediately following the Annual Meeting, the Board of
Directors will appoint Mr. Downey to the position of Chairman Emeritus. In
that capacity, Mr. Downey will be invited to attend all meetings of Redwood's
Board of Directors as a non-voting participant.
In 1995, Messrs. Antonini, Boyett, Kilkenny, Olsen, Stevenson and Whitaker
were appointed Directors of Allied; Mr. Downey continued as a Director of
Allied. In 1995, Messrs. Olsen, Stevenson and Whitaker were appointed Directors
of NBR; Messrs. Antonini, Boyett, Downey and Kilkenny continued as Directors of
NBR.
Except for NBR and Allied, none of the companies described under the
heading "Principal Occupation During the Past Five Years" in the above table are
parents, subsidiaries, or affiliates of Redwood.
VOTE REQUIRED FOR THE ELECTION OF DIRECTORS
The affirmative vote of a majority of the shares of Common Stock present
and voting at the Annual Meeting is required to elect each of the nominees for
director. Each share of Common Stock which is represented, in person or by
proxy, at the Annual Meeting will be accorded one vote on each nominee for
director, unless one or more shareholders express an intention to exercise the
right of cumulative voting, in which case all shares will be accorded the
cumulative voting rights described under the caption "Voting Securities," above.
The Board of Directors recommends a vote FOR each of the nominees for
director described above.
10
<PAGE>
PROPOSAL NO. 2: RATIFICATION OF INDEPENDENT AUDITORS
Upon the recommendation of Redwood's Audit Committee, consisting of
Chairman William B. Stevenson, Orlando J. Antonini and Haskell E. Boyett, the
Board of Directors has appointed Deloitte & Touche, LLP as the Company's
independent accountants to audit the consolidated financial statements of
Redwood and its subsidiaries for the 1996 fiscal year.
Deloitte & Touche, LLP served as the Company's auditors for the fiscal year
ended December 31, 1995, and during the course of that fiscal year they were
also engaged by the Company to provide certain tax and consulting services. The
affirmative vote of a majority of the shares of Common Stock present and voting
at the Annual Meeting is required to ratify the appointment.
The Board of Directors recommends a vote FOR Proposal No. 2, ratification
of the appointment of Deloitte & Touche, LLP as the Company's independent
auditors for the succeeding year. If the appointment is not ratified, Redwood's
Board of Directors will select other independent auditors. Representatives of
Deloitte & Touche, LLP will be present at the Annual Meeting to respond to
appropriate questions from the shareholders and will be given the opportunity to
make a statement should they desire to do so.
OTHER INFORMATION
PERFORMANCE GRAPH
Set forth below is a performance graph comparing the yearly cumulative
total shareholder returns on Redwood's Common Stock with the yearly cumulative
total shareholder return on (a) stocks included in the S&P 500 composite index
and (b) an index of peer group companies (California independent banks) derived
from the Montgomery Securities WESTERN BANK MONITOR.
The total cumulative return on investment for each of the periods indicated
for Redwood, the peer group, and the S&P 500 is based on the stock price or
composite index at the end of 1990.
11
<PAGE>
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
--------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Redwood Empire Bancorp 100 85.85 88.72 130.22 75.01 84.16
S&P 500 100 130.37 140.46 154.46 156.50 215.32
Proxies:
California Independent Bank Proxy 100 102.21 102.73 126.54 134.24 185.47
--------------------------------------------------------
</TABLE>
12
<PAGE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of Redwood held 12 regular and two special meetings
in 1995. All directors attended 75% or more of the aggregate number of the
Board of Directors and committee meetings on which each director served.
The Board of Directors of Redwood has the following committees:
Compensation Committee, Audit Committee, Nominating Committee and Personnel
Committee.
COMPENSATION COMMITTEE. The present members of the Compensation Committee
are Haskell E. Boyett, Chairman, Tom Whitaker and William B. Stevenson. The
functions of the Compensation Committee are to recommend compensation actions
for executive officers. The Compensation Committee met four times in 1995.
AUDIT COMMITTEE. The present members of the Audit Committee are William B.
Stevenson, Chairman, Orlando J. Antonini, and Haskell E. Boyett. The functions
of the Audit Committee are to recommend the appointment of a firm of independent
certified public accountants to audit the books and records of the Company for
the fiscal year for which it is appointed, to analyze the results of internal
audits and regulatory examinations, and to establish and monitor the Company's
financial and accounting organization and financial reporting. The Audit
Committee met 16 times during 1995.
NOMINATING COMMITTEE. The Nominating Committee is comprised of John H.
Downey, Jr., Chairman, Orlando J. Antonini and Tom Whitaker. The function of
the Nominating Committee is to recommend candidate for nomination to the Board
of Directors of Redwood. The Nominating Committee met once during 1995.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of Redwood's Board of Directors determines the
annual salaries and bonuses of Redwood's executive officers, and the Boards of
Directors of each of Redwood's subsidiaries make similar determinations
concerning officers of the respective subsidiaries. During 1995, the members of
Redwood's Compensation Committee were Haskell E. Boyett, William B. Stevenson
and Tom Whitaker. All the members of the Compensation Committee are also members
of the Board of Directors of NBR and Allied, which determine the compensation of
their respective officers and employees.
NBR has a lease, for 34,000 square feet of office space for its main
office, with a partnership that formerly includes as a minority partner a member
of the Board of Directors of NBR. The lease calls for payments of $62,455 per
month plus annual rental adjustments through November, 1999. Annual lease
payments in 1995 for this location were $851,000.
13
<PAGE>
Prior to May, 1995, Mr. Barry Slatt was a member of the committee which
acted as the Compensation Committee. Until May 1995, he was the President and a
director of Redwood, as well as the Chairman of the Board of Allied, which
determines the compensation of Allied's officers and employees. Terance
O'Mahoney, the former President and Chairman of Allied was also a director of
Redwood prior to May 1995.
14
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of Redwood's Board of Directors provides
recommendations and oversight for Redwood's executive officers, subject to
review by the full Board of Directors. Compensation decisions relating to the
executive officers of Redwood's subsidiaries, including both Allied and NBR, are
made by the Board of Directors of each individual subsidiary and neither the
Compensation Committee nor Redwood's Board of Directors participate in
compensation awards to such individuals except to the extent of stock option
awards under Redwood's 1991 Stock Option Plan. Option awards are also determined
for the executive officers of Redwood and its subsidiaries (including the
individuals named above under the caption "Compensation Committee") by Redwood's
full Board of Directors, except where such individuals are also directors of
Redwood, in which case their annual option grants are determined automatically
under the terms of the 1991 Option Plan (see "Stock Option Plans," below).
The following is a report submitted by the Compensation Committee,
addressing the compensation policies of the Company as they relate to employees
of Redwood.
EXECUTIVE COMPENSATION POLICY. The goal of the Compensation Committee is
to ensure that an appropriate relationship exists between executive compensation
and Redwood's overall performance, while at the same time retaining key
employees of Redwood and motivating them to perform at a superior level for the
benefit of the shareholders. To achieve this goal, Redwood integrates annual
base compensation with bonuses based on Redwood's performance and the
performance and initiative of its individual executive officers. Redwood
attempts to establish base salaries that are generally within the range of
salaries paid to people holding comparably responsible positions at other peer
group financial institutions in California, taking into account the individual's
past performance and potential future contributions. Bonus compensation is based
primarily on the performance of Redwood. Measurement of Company performance is
based primarily on that of peer group financial institutions and Company goals,
including primarily its return on equity. The compensation of executive officers
of Redwood's subsidiaries is similarly based on the performance of such
subsidiaries and their officers. Except as limited by the Company's Stock Option
Plan, stock options are granted from time to time to officers of Redwood and its
subsidiaries on the basis of the recipient's potential for contribution to the
Company's future growth and profitability.
The Compensation Committee believes that linking executive compensation to
corporate performance results aligns executive compensation with Redwood's goals
and shareholder interests. As performance goals are met or exceeded, resulting
in increased shareholder value, Redwood's executives are commensurably rewarded.
Haskell E. Boyett, Chairman
William B. Stevenson
Tom Whitaker
15
<PAGE>
COMPENSATION OF DIRECTORS
Directors of Redwood or its subsidiaries who are also employees of the
Company do not receive compensation for their service on such Boards of
Directors. During the first five months of 1995, non-employee directors of
Redwood received a fee of $2,500 per month for Board membership. For the
remainder of 1995 and continuing into 1996, non-employee directors of Redwood
received a fee of $1,500 per month for Board membership and $1,000 per Board
meeting attended. During the first five months of 1995 when the Executive
Committee was operating, the members of the Executive Committee received
differing amounts for service on the Committee: Mr. Antonini received $2,000
per meeting attended, Mr. Downey did not receive any additional fees for serving
on the Committee, and Mr. Slatt received $1,000 per meeting attended as well as
$1,000 per month for serving as Redwood's President. Members of the Audit,
Compensation, Nominating and Personnel Committees receive $250 per Committee
meeting attended. The Chairman of Redwood's Board, John H. Downey, Jr.,
received a Chairman's fee of $110,000 for serving in that capacity during 1995.
Additionally, in the first five months of 1995 several of Redwood's outside
directors received fees, ranging from $600 to $2,500 per month, for serving as
directors of one of Redwood's subsidiaries. Currently, Redwood directors do not
receive additional compensation for serving as directors of any subsidiary of
Redwood; however, each director receives up to $250 per subsidiary Committee
meeting attended.
In his position as Chairman Emeritus, it is the intent of the Board that
Mr. Downey will receive the current standard non-employee Director fee for
attending Board meetings, but will not receive a Chairman fee or committee
fees for serving on committees. Mr. Downey will be receiving benefits due him
under his retirement agreement.
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the named
executive officers of the Company.
16
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
APPOINTED POSITION & OFFICES WITH COMPANY
EXECUTIVE AND PRINCIPAL OCCUPATION OR
NAME AGE OFFICER EMPLOYMENT FOR PAST FIVE YEARS
---- --- ------- ------------------------------
<C> <C> <C> <S>
Patrick W. Kilkenny 49 1985 Chief Executive Officer, President
and Director of Redwood since
1995. Chairman of the Board of
NBR since 1994; Chief Executive
Officer and Director of NBR since
1985; Director of Redwood from
1988 to 1993.
John H. Downey, Jr. 71 1994 Chief Executive Officer of
Redwood from 1994 to 1995.
Chairman of the Board of Redwood
since 1986. Mr. Downey will
resign from the Board after the
1996 Annual Meeting and will be
appointed Chairman Emeritus, a
non-voting Director.
James E. Beckwith 38 1995 Senior Vice President and Chief
Financial Officer of Redwood,
since 1995. Chief Financial Officer
of Sunrise Bancorp from 1991 to
1994. Senior Manager with Deloitte
& Touche from 1986 to 1991.
Dennis E. Kelley 41 1986 President of NBR since 1994;
Senior Vice President and Chief
Financial Officer of Redwood from
1988 to 1994; Senior Vice
President and Chief Financial
Officer of NBR from 1986 to 1991.
Terance O'Mahoney 58 1985 President, Chief Executive Officer
and Director of Allied from 1985 to
1996. Chairman of Allied from
1995 to 1996; Director of Redwood
from 1990 to 1995.
</TABLE>
17
<PAGE>
The term of office of every officer of Redwood is normally one year, but
every Company officer serves at the pleasure of the Board of Directors. There
are no understandings or arrangements between any of such officers and any other
person pursuant to which they were or are to be selected as officers of Redwood.
18
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all cash and non-cash compensation
(including bonuses and deferred compensation) paid or accrued to the named
executive officers as of December 31, 1995, for services rendered to the Company
during the periods indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------------------------------------------------------------
OTHER
ANNUAL ALL OTHER
NAME AND COMPENSATION NUMBER OF COMPENSATION
PRINCIPAL POSITION YEAR SALARY BONUS (1) OPTIONS (2) (3)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Patrick W. Kilkenny 1995 $193,556 --- --- 5,000 $15,568
CEO and President, 1994 195,566 --- --- 5,000 17,769
Redwood, Chairman of the 1993 153,791 --- --- 5,150 3,600
Board and CEO, NBR
John H. Downey, Jr. 1995 110,000 --- --- 5,000 11,468
Chairman of the Board 1994 --- --- --- 45,000 133,583
and former Chief Executive 1993 --- --- --- --- 65,000
Officer of Redwood
James E. Beckwith (4) 1995 120,063 15,000 --- 5,000 7,326
Senior Vice President and
Chief Financial Officer of
Redwood
Dennis E. Kelley (5) 1995 150,110 --- --- 5,000 9,135
President of NBR 1994 136,351 --- --- 5,000 11,392
1993 121,387 --- --- --- 4,600
Terance O'Mahoney (6) 1995 203,339 --- --- 5,000 59,248
former President and CEO of 1994 272,402 --- --- 5,000 99,943
Allied 1993 277,200 188,438 218,581 5,150 2,275
</TABLE>
- ------------------------------
(1) Includes deferred stock awarded pursuant to the Allied executive bonus
plan.
(2) Includes stock options issued under Redwood's stock option plan and 40,000
shares of phantom stock issued to Chairman John H. Downey, Jr. under
Redwood's Phantom Stock Option Plan. The shares issued under the Phantom
Stock Option Plan expired, unexercised, in November 1995.
19
<PAGE>
(3) Includes directors' fees, auto allowances, personal use of company-owned
automobiles, insurance, the value of options exercised during the year,
changes in the amounts vested for individuals under the Company's salary
continuation plan, and matching contributions to 401(k) plans.
(4) Mr. Beckwith was appointed to his position during 1995.
(5) Mr. Kelley was appointed to his current position during 1994. Previously
he had been Redwood's Senior Vice President and Chief Financial Officer
from 1988 to 1994.
(6) Mr. O'Mahoney resigned his position April 1, 1996.
The following table sets forth information concerning the aggregate value
of all unexercised options held by each of the named executive officers as of
December 31, 1995. The Company has never granted stock appreciation rights to
its directors or executive officers, although during 1994 the Company granted
40,000 shares of phantom stock to Mr. Downey under its Phantom Stock Plan. The
shares of phantom stock expired, unexercised, in November, 1995.
20
<PAGE>
AGGREGATED OPTION EXERCISES IN 1995 AND DECEMBER 31, 1995 OPTION VALUES
<TABLE>
<CAPTION>
SHARES NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED VALUE OPTIONS AT IN-THE-MONEY OPTIONS AT
NAME ON EXERCISE REALIZED DECEMBER 31, 1995 DECEMBER 31, 1995 (1)
---- ----------------------------------------------------------------------------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Patrick W. Kilkenny --- $ --- 24,468 12,651 $1,827 $609
CEO and President,
Redwood, Chairman of the
Board and CEO, NBR
John H. Downey, Jr. 4,052 11,468 37,974 12,651 1,827 609
Chairman of the Board
and former Chief Executive
Officer of Redwood
James E. Beckwith --- --- --- 5,000 --- ---
Senior Vice President and
Chief Financial Officer of
Redwood
Dennis E. Kelley --- --- 25,820 8,333 13,905 ---
President of NBR
Terance O'Mahoney (2) --- --- 24,468 12,651 1,827 609
former President and CEO
of Allied
</TABLE>
- --------------------
(1) All options were issued at the then-current market price on the grant date.
Total value of unexercised options is based on a fair market value of
company stock of $8.00 as of December 31, 1995, less exercise price.
(2) Options for Mr. O'Mahoney became immediately exercisable on April 1, 1996
due to his resignation.
The following table sets forth information concerning individual grants of
stock options by Redwood during 1995 to each of its executive officers named
below.
21
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK PRICE
NAME AND TITLE INDIVIDUAL GRANTS APPRECIATION FOR OPTION TERM
- -------------------------------------------------------------------------------------------- ------------------------------------
NUMBER OF PERCENT OF TOTAL
OPTIONS OPTIONS GRANTED TO EXERCISE OR BASE
GRANTED EMPLOYEES IN 1995 PRICE ($/SH) EXPIRATION DATE 5% ($) 10% ($)
- -------------------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Patrick W. Kilkenny 5,000 20% $8.25 June 1, 2005 $25,942 $65,742
CEO and President,
Redwood, Chairman
of the Board
and CEO, NBR
John H. Downey, Jr. 5,000 20% $8.25 June 1, 2005 $25,942 $65,742
Chairman of the
Board and former
Chief Executive
Officer of Redwood
James E. Beckwith 5,000 20% $8.25 June 1, 2005 $25,942 $65,742
Senior Vice
President and Chief
Financial Officer of
Redwood
Dennis E. Kelley 5,000 20% $8.25 June 1, 2005 $25,942 $65,742
President of NBR
Terance O'Mahoney 5,000 20% $8.25 June 1, 2005 $25,942 $65,742
former President and
CEO of Allied
</TABLE>
SUPPLEMENTAL BENEFIT PLAN
Redwood has adopted an Executive Salary Continuation Policy which acts as a
supplemental benefit plan for senior management personnel. The Policy
authorizes Redwood and its subsidiaries to enter into individual agreements with
selected senior executive officers, providing them certain retirement benefits.
The Policy calls for Redwood's Board of Directors to approve all individual
agreements with executive officers, and to conduct a biennial review of all
scheduled benefits.
22
<PAGE>
As authorized under the Policy, the Company has entered into Executive
Salary Continuation Agreements with Messrs. Kelley, Kilkenny and others.
These agreements, which are similar in form, each provide that upon
retirement at age 65 the executive will receive, for a period of 15 years
after the date of his retirement, a specified annual retirement payment,
payable in equal monthly installments. The annual retirement benefit
payments to which Messrs. Kelley and Kilkenny would be entitled upon their
normal retirement age of 65 under their agreements are currently $107,433 and
$128,902, respectively. In the event that the executive dies after his
retirement, but before the end of the 15 year period, the Company will
continue to make such payments to the executive's designated beneficiary. If
the executive should die prior to his retirement as described above, however,
his designated beneficiary will receive, for a period of 15 years, the same
yearly benefit, payable in equal monthly installments. The executive may
take early retirement at age 55 (if by that time he has completed 15 years of
service with the Company), but his annual retirement benefits will then be
only about 25% of the amount he would have received if he had retired at age
65. If he takes retirement between 55 and 65, his retirement benefits will
continue to vest incrementally, pursuant to a specified schedule, as his
years of service increase. The agreements provide that if the executive
retires or is terminated before age 55 or before he has completed his 15
years of service, he will be entitled to receive a specified one-time
payment, the amount of which increases each year on a predetermined schedule.
As of January 1, 1996, the amount of this one-time payment for Messrs. Kelley
and Kilkenny would be $7,990 and $26,399, respectively.
The agreements also provide that if any person or company acquires 25% or
more of Redwood's outstanding shares, through a tender offer, merger, or
otherwise, or if Redwood should sell substantially all of its assets to another
bank or corporation which is not a wholly-owned subsidiary, and within two years
thereafter the executive's employment by the Company is terminated or his salary
or authority is materially reduced, the executive will be entitled to receive an
amount equal to the greater of (a) two times his current annual salary or (b)
the currently vested portion of his annual retirement benefit.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires Redwood's
officers and directors, and persons who own more than 10% of a registered class
of Redwood's equity securities, to file reports of ownership on Form 3 and
changes of ownership on Form 4 or Form 5 with the Securities and Exchange
Commission (the "SEC") and the American Stock Exchange. They are also required
by SEC rules to furnish Redwood with copies of all Section 16(a) forms that they
file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for them, Redwood believes that during 1995 all Section 16(a) filing
requirements applicable to its officers, directors, and ten percent stockholders
were complied with except as follows: former Director Douglas Lynn was late in
filing one report on Form 4.
23
<PAGE>
CERTAIN TRANSACTIONS
Some of the Company's directors and executive officers and their immediate
families, as well as, the companies with which they are associated are customers
of, or have had banking transactions with, Redwood's subsidiaries in the
ordinary course of the Company's business, and the Company expects to have
banking transactions with such persons in the future. In management's opinion,
all loans and commitments to lend included in such transactions were made in
compliance with applicable laws on substantially the same terms, including
interest rates and collateral, as those prevailing for comparable transactions
with other persons of similar creditworthiness and, in the opinion of
management, did not involve more than a normal risk of collectibility or present
other unfavorable features. The Company has a strong policy regarding review of
the adequacy and fairness to the Company of loans to its directors and officers.
There was no balance outstanding under extensions of credit to directors and
executive officers of the Company and other companies with which such
individuals are associated as of December 31, 1995.
SHAREHOLDER PROPOSALS AND NOMINATIONS
Section 3 of Article III of the Bylaws of Redwood Empire Bancorp sets forth
the following procedures for shareholder nominations to the Board of Directors:
24
<PAGE>
Nominations for election of members of the Board may be made by the Board
or by any holder of any outstanding class of capital stock of the
Corporation entitled to vote for the election of Directors. Notice of
intention to make any nominations (other than for persons named in the
Notice of any meeting called for the election of Directors) are required to
be made in writing and to be delivered or mailed to the President of the
Corporation by the later of: (i) the close of business 21 days prior to any
meeting of shareholders called for the election of Directors or (ii) 10
days after the date of mailing of notice of the meeting to shareholders.
Such notification must contain the following information to the extent
known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee;
(c) the number of shares of capital stock of the Corporation owned by each
proposed nominee; (d) the name and residence address of the notifying
shareholder; (e) the number of shares of capital stock of the Corporation
owned by the notifying shareholder; (f) the number of shares of capital
stock of any bank, bank holding company, savings and loan association or
other depository institution owned beneficially by the nominee or by the
notifying shareholder and the identities and locations of any such
institutions; and (g) whether the proposed nominee has ever been convicted
of or pleaded nolo contendere to any criminal offense involving dishonesty
or breach of trust, filed a petition in bankruptcy or been adjudged
bankrupt. The notification shall be signed by the nominating shareholder
and by each nominee, and shall be accompanied by a written consent to be
named as a nominee for election as a Director from each proposed nominee.
Nominations not made in accordance with these procedures shall be
disregarded by the chairperson of the meeting, and upon his instructions,
the inspectors of election shall disregard all votes cast for each such
nominee. The foregoing requirements do not apply to the nomination of a
person to replace a proposed nominee who has become unable to serve as a
Director between the last day for giving notice in accordance with this
paragraph and the date of election of Directors if the procedure called for
in this paragraph was followed with respect to the nomination of the
proposed nominee.
The effect of the foregoing provision is that any shareholder wishing to
nominate one or more candidates for election to the Board of Directors must mail
or deliver to the President of Redwood written notice of intention to make such
a nomination no later than the close of business on April 30, 1996, or such a
nomination will not be considered at the Annual Meeting. To be effective, such
a notice must comply with all of the provisions of the Bylaw provision set forth
above. Any notice mailed or delivered to Redwood's President after April 30,
1996, or which is not made in accordance with the procedures specified in the
foregoing Bylaw provision, will be disregarded by the Chairman of the Annual
Meeting, and upon his instructions the Inspector of Elections for the Annual
Meeting will disregard all votes cast for each such nominee. The Chairman of
the Annual Meeting will decide whether a notice has been properly given and any
nomination should be recognized, and his or her determination will be final.
25
<PAGE>
OTHER MATTERS
Management does not know of any matters to be presented at the Annual
Meeting other than those set forth above. However, if other matters come before
the Annual Meeting, it is the intention of the persons named in the accompanying
Proxy to vote the shares represented by the Proxy in accordance with the
judgment of the person or persons authorized to vote the Proxy, and
discretionary authority to do so is included in the Proxy.
The deadline for shareholders to submit proposals to be considered for
inclusion in the Proxy Statement for Redwood's 1997 Annual Meeting of
Shareholders is December 18, 1996.
/s/ MARTA J. IDICA
Marta J. Idica
Corporate Secretary
Dated: April 16, 1996
The Annual Report to Shareholders for the fiscal year ended December 31,
1995 is being mailed concurrently with this Proxy Statement to all shareholders
of record as of April 10, 1996.
A COPY OF REDWOOD'S MOST RECENT ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-K WILL BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE
UPON WRITTEN REQUEST TO: CORPORATE SECRETARY, REDWOOD EMPIRE BANCORP, 111 SANTA
ROSA AVENUE, SANTA ROSA, CALIFORNIA 95404-4905.
26
<PAGE>
REDWOOD EMPIRE BANCORP
ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoint(s) Tom D. Whitaker and William B. Stevenson, and
each of them, as proxies for the undersigned, with full power of substitution
and revocation, to represent and to vote, as designated below, all shares of
Common Stock of Redwood Empire Bancorp (the "Company") that the undersigned
would be entitled to vote if personally present, at the Annual Meeting of
Shareholders of the Company to be held in the Sonoma Room of the Doubletree
Hotel, 3555 Round Barn Boulevard, Santa Rosa, California, on May 21, 1996 at
4:00 P.M., local time, upon the following items as set forth in the Notice of
Annual Meeting and Proxy Statement, and according to their discretion upon
all other matters that may be properly presented for action at the Annual
Meeting, or at any adjournment thereof. The undersigned may revoke this Proxy
at any time prior to its exercise.
IF ANY SHAREHOLDER GIVES PROPER NOTICE AT THE ANNUAL MEETING OF HIS INTENTION TO
CUMULATE HIS VOTES IN THE ELECTION OF DIRECTORS, THE PROXY HOLDERS WILL HAVE
THE FULL DISCRETION AND AUTHORITY TO VOTE CUMULATIVELY AND TO ALLOCATE VOTES
AMONG ANY OR ALL OF THE NOMINEES OF THE BOARD OF DIRECTORS IN SUCH ORDER AS THEY
MAY DETERMINE UNLESS THE SHAREHOLDER HAS OTHERWISE INDICATED BY MARKING THE
BOXES ON THE OTHER SIDE OF THIS CARD. SEE THE "VOTING SECURITIES" SECTION OF THE
PROXY STATEMENT FOR MORE INFORMATION.
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED TO THE COMPANY, WILL BE VOTED IN
THE MANNER DIRECTED ON THIS CARD. IN THE EVENT THAT NO SUCH DIRECTION IS GIVEN
HEREON AND THIS PROXY IS NOT SUBSEQUENTLY REVOKED OR SUPERSEDED, THE
PROXYHOLDERS NAMED ABOVE INTEND TO VOTE FOR THE ELECTION OF EACH OF THE NOMINEES
FOR DIRECTOR LISTED BELOW AND FOR EACH OF THE OTHER PROPOSALS LISTED BELOW.
- ------------------------------------------------------------------------------
TRIANGLE FOLD AND DETACH HERE TRIANGLE
<PAGE>
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR EACH OF THE
PROPOSALS LISTED ON THIS CARD.
PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE /X/
1. Proposal to elect the following nominees to serve as directors, each to
hold office until the 1997 Annual Meeting of Shareholders or until his
successor has been duly elected and qualified:
Nominees: Orlando J. Antonini, Haskell E. Boyett, Robert D. Cook,
Patrick W. Kilkenny, John R. Olsen, William B. Stevenson, and Tom D. Whitaker
FOR ALL WITHHOLD FROM FOR, except vote WITHHELD from
NOMINEES ALL NOMINEES those nominees whose names have
been struck out of the foregoing list.
/ / / / / /
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through his name in the list above.)
2. Proposal to ratify the appointment of Deloitte and Touche, LLP as
independent auditors to audit Redwood's financial statements for the fiscal
year ended December 31, 1996.
FOR AGAINST ABSTAIN
/ / / / / /
I/we ____ do ____ do not expect to attend this meeting.
TO ASSURE A QUORUM, YOU ARE URGED TO DATE, COMPLETE, AND SIGN THIS PROXY AND
MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE
IF MAILED IN THE UNITED STATES.
Please sign exactly as your name(s) appear(s). When signing as attorney,
executor, administrator, trustee, officer, partner, or guardian, please give
full title. If more than one trustee, all should sign. WHETHER OR NOT YOU INTEND
TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND RETURN THIS PROXY AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED ENVELOPE.
SHAREHOLDER(S)
_________________________________________________________
(SIGNATURE)
_________________________________________________________
(SIGNATURE)
DATE: __________________________, 1996
- ------------------------------------------------------------------------------
TRIANGLE FOLD AND DETACH HERE TRIANGLE
