<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/ 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>
[LOGO] REDWOOD EMPIRE BANCORP
111 SANTA ROSA AVENUE
SANTA ROSA, CALIFORNIA 95404
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 1997
TO THE SHAREHOLDERS OF REDWOOD EMPIRE BANCORP:
The 1997 Annual Meeting of Shareholders of Redwood Empire Bancorp
("Redwood") will be held at in the Sonoma Room of the Sonoma County Hilton, 3555
Round Barn Boulevard, Santa Rosa, California, at 4:00 p.m. on May 20, 1997, 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,
1997.
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, 1997 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 14, 1997
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 20, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the 1997 Annual Meeting of Shareholders (the "Annual
Meeting") of Redwood Empire Bancorp ("Redwood," and with its subsidiaries the
"Company") to be held on Tuesday, May 20, 1997 at 4:00 p.m., in the Sonoma Room
of the Sonoma County Hilton, 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 14, 1997.
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 subsidiary, National Bank of the Redwoods
("NBR"), 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 2,756,187 shares of Redwood's common
stock (the "Common Stock") on April 10, 1997, 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. A majority of the
shares of Common Stock entitled to vote, present in person or by proxy,
constitutes a quorum.
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 1997 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. Abstentions, although they will be
counted in determining whether a quorum is present for the vote on both matters,
will have the same effect as negative votes. 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 thus will have the same effect as
negative votes.
2
<PAGE>
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.
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 ChaseMellon Shareholder Services, the
Company's tabulating agent. Representatives of ChaseMellon will be in
attendance at the Annual Meeting in order to receive any votes cast at that
time.
3
<PAGE>
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.
Name and Address of Percent
Beneficial Owner Amount Owned of Class
---------------- ------------ --------
Mr. B. John Barry
1128 Red Mountain Road
Aspen, CO 81612 415,700 shares (1) 15.1%
Basswood Partners, L.P.
52 Forest Avenue
Paramus, NJ 07652 144,061 shares (2) 5.25%
Orlando J. Antonini
1325 Columbus Avenue, 2nd Floor
San Francisco, CA 94133-1315 140,711 shares (3) 5.02%
- ---------------
(1) Based on information reported by Mr. Barry in a Schedule 13D filed with the
Securities and Exchange Commission on or about March 3, 1997, reflecting
ownership data as of February 27, 1997. The amount includes 39,900 shares
of common stock issuable upon conversion of 46,000 shares of preferred
stock. Such preferred stock is convertible into common stock within 60
days of March 1, 1997.
(2) Based on information reported by Basswood Partners, L.P., an investment
manager partnership, in a Schedule 13D filed with the Securities and
Exchange Commission on or about January 21, 1997, reflecting beneficial
ownership as of January 8, 1997.
(3) Based on Form 4 filings with the Securities and Exchange Commission. The
amount includes 46,465 shares available by the exercise of stock options
exercisable within 60 days of March 1, 1997 and 94,246 shares held with
sole voting power but shared investment power.
4
<PAGE>
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 Preferred Stock, except as set forth in
the following table.
Name and Address of Percent
Beneficial Owner Amount Owned of Class
---------------- ------------ --------
Mr. B. John Barry
1128 Red Mountain Road
Aspen, CO 81612 46,000 shares (1) 8.0%
(1) Based on information reported by Mr. Barry in a Schedule 13D filed with the
Securities and Exchange Commission on or about March 3, 1997, reflecting
ownership data as of February 27, 1997.
SECURITIES OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 1, 1997, 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 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, 1997. 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.
5
<PAGE>
<TABLE>
<CAPTION>
Shares of
Shares of Preferred
Common Percent of Stock
Stock Held Options (1) Total Class (2) Held
---------- ----------- ----- --------- ----
<S> <C> <C> <C> <C> <C>
Orlando J. Antonini (6) 94,246 46,465 140,711 5.02 ---
%
James E. Beckwith --- 5,000 5,000 * ---
Haskell E. Boyett (4) 10,129 35,209 45,338 1.64 ---
Richard I. Colombini (5) 32,085 11,124 43,209 1.57 ---
Robert D. Cook 300 --- 300 * ---
S. Deborah Kaufman --- --- --- --- ---
Dennis E. Kelley 9,825 26,555 36,380 1.32 3,500 (3)
Patrick W. Kilkenny 8,787 34,582 43,369 1.57 ---
John R. Olsen 1,000 3,750 4,750 * ---
William B. Stevenson 500 1,250 1,750 * ---
Tom D. Whitaker 2,206 7,613 9,819 * ---
Directors, Nominees and
Executive Officers as a 159,078 160,424 330,626 12.00 3,500
Group (11 persons)
</TABLE>
- ---------------
* Represents less then one percent of the outstanding shares.
(1) Includes shares acquirable by the exercise of stock options exercisable
within 60 days of March 1, 1997.
(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, 1997) by (ii) the number of Redwood shares outstanding
on March 1, 1997 plus, in each case, the number of shares which the
individual (or group) could obtain through the exercise of such an option.
(3) Represents less than 1% of Preferred Stock.
(4) Mr. Boyett has shared voting and investment powers as to 10,129 shares.
6
<PAGE>
(5) Mr. Colombini is a nominee for election at the 1997 Annual Meeting of
Shareholders.
(6) Mr. Antonini has 94,346 shares with sole voting power but shared investment
powers. Such shares are held in a partnership for which Mr. Antonini is
managing partner.
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 1996.
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 1998 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.
On February 3, 1997 Redwood received permission to merge its thrift
subsidiary, Allied Bank, F.S.B. (Allied), into NBR. The merger was effective on
March 24, 1997 and the Board of Allied was dissolved at that time.
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.
7
<PAGE>
Year First
Appointed Principal Occupation
Name and Title Age Director During Past Five Years
-------------- --- -------- ----------------------
Orlando J. Antonini 54 1988 Independent business consultant.
Director Former President of Antonini
Professional Corporation, a San
Francisco accounting corporation.
Director of the Company since 1988.
Director of NBR since 1984.
Director of Allied from 1995 to
1997.
Haskell E. Boyett 69 1991 Independent business consultant.
Director Former Division Manager, Pacific
Gas and Electric Company, a San
Francisco-based public utility. .
Director of the Company since 1991.
Director of NBR since 1989.
Director of Allied from 1995 to
1997.
Richard I. Colombini 65 --- President of Colombini
Nominee Construction. Director of NBR
since 1984. Mr. Colombini is a
nominee at the 1997 Annual Meeting.
Robert D. Cook 67 1996 President and CEO of R. D. Cook
Director Management Corporation, a financial
and business consulting firm. .
Director of the Company since 1996.
Director of NBR since 1996.
Director of Allied from 1996 to
1997.
Patrick W. Kilkenny 50 1995 Director, Chief Executive Officer
Chief Executive and President since 1995.
Officer and President Chairman of the Board of NBR from
1994 to 1997, CEO and Director of
NBR since 1984. Director of the
Company from 1988 to 1993.
Director of Allied from 1995 to
1997.
8
<PAGE>
William B. Stevenson 66 1995 Principal, Financial Institutions
Director Analysts & Consultants, a San
Francisco financial institution
consultancy, since 1992; President
and CEO, Pan American Savings Bank,
from 1984 to 1991. Director of the
Company since 1995. Director of
NBR since 1995. Director of Allied
from 1995 to 1997.
Tom D. Whitaker 59 1992 President and CEO of Motion
Director and Analysis Corporation, Inc., a
Chairman of the Northern California-based
Board manufacturer of devices that
measure motion. Director of the
Company since 1992. Director of
NBR since 1995. Director of Allied
from 1995 to 1997.
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 previous Chairman of the Board and Chief Executive Officer, John
H. Downey, Jr., retired 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 served as a
Director of NBR since its inception in 1984, and was NBR's Chairman of the Board
from 1984 to 1994. He was Redwood's Chairman of the Board from 1988 to 1996,
and was a member of Allied's Board of Directors from 1994 to 1996. In
recognition of his long and distinguished service to the Company, and in order
to retain his experience and advice for the coming year, the Board of Directors
appointed Mr. Downey to the position of Chairman Emeritus in May 1996. In that
capacity, Mr. Downey is invited to attend all meetings of Redwood's Board of
Directors as a non-voting participant.
The Board of Directors recommends a vote FOR each of the nominees for
director described above.
9
<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, Robert D. Cook, 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 1997 fiscal year. Deloitte & Touche, LLP
served as the Company's auditors for the fiscal year ended December 31, 1996,
and during the course of that fiscal year they were also engaged by the Company
to provide certain tax and consulting services.
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,
(b) an index of peer group companies from SNL Securities, L.P., and (c) an index
of peer group companies (California independent banks) derived from the
Montgomery Securities WESTERN BANK MONITOR NORTHERN CALIFORNIA PROXY. The peer
group provided to the Company last year by Montgomery Securities was not made
available to the Company this year. Accordingly, the Company endeavored to
replicate such peer group for the performance graph with reference to the
WESTERN BANK MONITOR NORTHERN CALIFORNIA PROXY. Such peer group consists of the
following companies: TriCo Bancshares, Exchange Bank, Redwood Empire Bancorp,
Savings Bank of Mendocino County, RCB Corporation, Sierra West Bancorp, Union
Bank, Sumitomo Bank of California, Westamerica, Mechanics Bank, Civic BanCorp,
Mid-Peninsula Bancorp, Silicon Valley Bancshares, Pacific Capital Bancorp,
Cupertino National Bank, and SJNB Financial.
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 1991.
10
<PAGE>
REDWOOD EMPIRE BANCORP
[GRAPH]
<TABLE>
<CAPTION>
PERIOD ENDING
----------------------------------------------------------
INDEX 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
REDWOOD EMPIRE BANCORP 100.00 103.38 151.18 87.26 97.97 140.84
S&P 500 100.00 107.62 118.47 120.03 165.13 202.89
SNL BANKS (WESTERN) INDEX 100.00 134.30 153.87 152.34 255.47 363.20
NORTHERN CALIFORNIA PROXY 100.00 101.55 126.11 123.43 187.15 202.67
</TABLE>
*VALUES FOR THE NORTHERN CALIFORNIA PROXY FOR YEARS 1991-1995 WERE PROVIDED BY
MONTGOMERY SECURITIES.
11
<PAGE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of Redwood held 12 regular and 3 special meetings in
1996. 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, and Nominating 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, oversee the compensation plan for the entire Company,
and compensation for Directors. The Compensation Committee met 13 times in
1996.
AUDIT COMMITTEE. The present members of the Audit Committee are William B.
Stevenson, Chairman, Orlando J. Antonini, Robert Cook, 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, establish and monitor
the Company's financial and accounting organization and financial reporting,
monitor the Company's risk management program and internal control structure,
and supervise the Internal Auditor. The Audit Committee met 12 times during
1996.
NOMINATING COMMITTEE. The Nominating Committee is comprised of Tom D.
Whitaker, Chairman, Orlando J. Antonini, and Patrick W. Kilkenny. The function
of the Nominating Committee is to recommend candidate for nomination to the
Board of Directors of Redwood. The Nominating Committee meet once in 1996.
12
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
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 1996, the members of
Redwood's Compensation Committee were outside directors 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, formerly, of
Allied) which determine the compensation of its respective officers and
employees.
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 and directors 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 under the terms of the 1991 Option Plan.
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.
13
<PAGE>
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.
1996 COMPENSATION GOALS The committee relies principally on data gathered
through independent sources in determining the salary ranges for executive
positions. In addition, in 1996 an independent consultant was retained to
review the salary structure for substantially all positions within the Company.
The results of the survey provided the Company with a defined salary structure
based upon job function and relevant market data.
EXECUTIVE BASE SALARY The Committee reviews Mr. Kilkenny's salary on an
annual basis. Factors that are considered by the Committee include the annual
performance review performed by the Company's Executive Committee and peer group
compensation. Based on the Committee's review of these factors Mr. Kilkenny's
base salary of $205,000 has not changed since October, 1995.
BONUS COMPENSATION The Company has adopted a Performance Incentive Bonus
Plan (PIPB.) for its executive officers. The purpose of the PIPB is to motivate
each participant to perform in an outstanding manner and to encourage teamwork
at the executive level. The PIPB is based upon return on equity. Currently,
the Company must earn a minimum return on equity of 16% in order for executive
officers to receive a bonus under the plan. The maximum amount an executive may
receive under the plan is limited to 52.5% of base salary. Payment of the bonus
shall be made in the form of 70% cash and 30% restricted stock. However, the
Board of Directors may elect to issue stock in lieu of some or all of the cash
portion of the bonus based on the Company's financial condition.
The PIPB has been suspended until such time cash dividends have been
restored to the Company's Common Stockholders. No bonus amounts have been made
or earned under the PIPB in 1996.
Haskell E. Boyett, Chairman
William B. Stevenson
Tom Whitaker
14
<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. For 1996, non-employee directors of Redwood received a fee of $1,500
per month for Board membership and $1,000 per Board meeting attended. Members
of Board Committees receive $250 per Committee meeting attended. 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. Mr. Downey will
be receiving benefits due him under his retirement agreement.
In his position as Chairman of Redwood, Mr. Whitaker receives an additional
$500 per month. In his position as Chairman of Allied, Mr. Stevenson received
$400 per month. In addition, during 1996 Mr. Stevenson was engaged by the
Company to perform consulting services relating to Allied. For this service,
Mr. Stevenson received $5,907.
Commencing on April 1, 1997 non-employee Directors of Redwood will receive
a fee of $1,000 per month for Board membership and $1,000 per Board meeting
attended. Members of standing committees receive a fee of $250 per committee
meeting attended and up to $250 per subsidiary committee meeting attended.
15
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the named executive
officers of the Company.
Year First
Appointed Position & Offices
Executive with Company and Principal Occupation
Name Age Officer or Employment for Past Five Years
---- --- ------- ---------------------------------
Patrick W. Kilkenny 50 1985 Chief Executive Officer, President and
Director of Redwood since 1995.
Chairman of the Board of NBR from 1994
to March 1997; Chief Executive Officer
and Director of NBR since 1985; Director
of Redwood from 1988 to 1993. Director
and Chief Executive Officer of Allied
from 1996 to March 1997.
James E. Beckwith 39 1995 Executive Vice President and Chief
Financial Officer of Redwood since
January 1997. Executive Vice President
and Chief Financial Officer of NBR since
March, 1997. Senior Vice President and
Chief Financial Officer of REB and NBR
from January 1995 to March 1997. Chief
Financial Officer of Allied from
January 1995 to October 1996. Chief
Financial Officer of Sunrise Bancorp
from 1991 to 1994. Senior Manager with
Deloitte & Touche from 1986 to 1991.
Dennis E. Kelley 42 1986 Executive Vice President of NBR since
March 1997. President of NBR from 1994
to March 1997; 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.
S. Deborah Kaufman 46 1996 Executive Vice President and Chief
Credit Officer of NBR since March 1997.
Senior Vice President and Senior Loan
Officer of Redwood Empire Bancorp since
December 1996. Examiner with the
Comptroller of the Currency in the
Western United States from 1993 to 1996.
Vice President with Pacific Bank from
1992 to 1993. Vice President, Private
Banking with Bank America/Security
Pacific Bank from 1988 to 1992.
16
<PAGE>
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.
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, 1996, 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 1996 $205,202 --- $17,720 20,000 ---
CEO and President, 1995 193,556 --- 15,568 5,000 ---
Redwood, President and 1994 195,566 --- 17,644 5,000 $125
CEO of NBR
James E. Beckwith (4) 1996 126,046 --- 6,520 15,000 2,000
Executive Vice President 1995 120,063 15,000 5,326 5,000 2,000
and Chief Financial
Officer of Redwood and NBR
Dennis E. Kelley (5) 1996 159,075 --- 8,107 15,000 2,000
Executive Vice President 1995 150,110 --- 7,135 5,000 2,000
of NBR 1994 136,351 --- 9,392 5,000 2,000
Terance O'Mahoney (6) 1996 67,877 --- 319,048 --- 65,221
former President and CEO 1995 203,339 --- 57,248 5,000 2,000
of Allied 1994 272,402 --- 50,812 5,000 49,131
Martin B. McCormick (7) 1996 165,464 97,000 5,205 --- 1,866
former President of 1995 146,687 --- 10,649 --- 2,000
Allied 1994 150,095 --- 3,361 --- 2,000
</TABLE>
- ---------------
17
<PAGE>
(1) Includes directors' fees, auto allowances, personal use of company-owned
automobiles, insurance, the value of options exercised during the year, and
changes in the amounts vested for individuals under the Company's salary
continuation plan.
(2) Includes stock options issued under Redwood's stock option plan.
(3) Includes 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. In connection with Mr.
O'Mahoney's resignation, the Company and Mr. O'Mahoney executed a
Separation and Release of Claims Agreement. The agreement called for the
Company to pay Mr. O'Mahoney two equal payments of $203,000, and transfer
ownership of a Company owned auto. In exchange, Mr. O'Mahoney agreed among
other things, not to solicit any current customers or employees of the
Company for two years without the written authorization from the President
of Redwood. In addition, pursuant to such Agreement, the Company and Mr.
O'Mahoney released each other from all potential claims, obligations or
liabilities (including any obligations of the Company under the Executive
Salary Continuation Agreement). The amount of $319,048 shown as Other
Annual Compensation in 1996 represents two payments of $203,000 plus the
value of the automobile of $18,266, less the vested portion of Mr.
O'Mahoney's Executive Salary Continuation Plan of $105,218, which Mr.
O'Mahoney relinquished to the Company in connection with the Separation and
Release of Claims Agreement.
(7) Mr. McCormick was appointed President of Allied in April 1996. Prior to
April 1996, he served as Senior Vice President of Allied. He resigned his
position February 14, 1997. Mr. McCormick received an incentive bonus of
$97,000 for successfully executing a bulk sale of mortgage loan servicing
in the fourth quarter of 1996.
18
<PAGE>
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, 1996.
AGGREGATED OPTION EXERCISES IN 1996 AND DECEMBER 31, 1996 OPTION VALUES
<TABLE>
<CAPTION>
Name Shares Number of Unexercised Value of Unexercised In-
---- Acquired Value Options at December 31, the-Money Options at
on Exercise Realized 1996 December 31, 1996 (1)
----------------------------------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Patrick W. Kilkenny --- $ --- 29,582 27,537 $89,184 $46,681
CEO and President,
Redwood, CEO and
President of NBR
James E. Beckwith --- --- 1,250 18,750 4,063 35,625
Executive Vice
President and
Chief Financial
Officer of Redwood
and NBR
Dennis E. Kelley 7,598 28,151 22,805 18,750 50,696 35,625
Executive Vice
President of NBR
Terance O'Mahoney 28,758 65,221 --- --- --- ---
former President
and CEO of Allied
Martin McCormick --- --- 13,501 --- 54,942 ---
former President
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 the closing price of the
Company's Common Stock as reported by the American Stock Exchange of $11.50
as of December 31, 1996, less exercise price.
19
<PAGE>
The following table sets forth information concerning individual grants of
stock options by Redwood during 1996 to each of its executive officers named
below.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock Price
Name and Title Individual Grants Appreciation for Option Term
- ------------------------------------------------------------------------------------------- -----------------------------------
Number of Percent of Total Exercise
Options Options Granted to or Base
Granted Employees in 1996 Price ($/Sh) Expiration Date 5% ($) 10% ($)
- ------------------------------------------------------------------------------------------- -----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Patrick W. Kilkenny 20,000 25% $9.9375 April 25, 2006 $124,993 $316,756
CEO and President,
Redwood, Chairman
of the Board and
CEO, NBR
James E. Beckwith 15,000 19% $9.9375 April 25, 2006 $93,745 $237,567
Executive Vice
President and Chief
Financial Officer of
Redwood
Dennis E. Kelley 15,000 19% $9.9375 April 25, 2006 $93,475 $237,567
Executive Vice
President of NBR
</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.
20
<PAGE>
As authorized under the Policy, the Company has entered into Executive
Salary Continuation Agreements with Messrs. Kelley and Kilkenny. 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 $134,058, 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, 1997, the amount of this one-time payment for Messrs. Kelley and Kilkenny
would be $12,797 and $42,299, respectively.
The agreements also provide that in the event of a change in control which
is defined by any person or company acquiring 25% or more of Redwood's
outstanding shares, through a tender offer, merger, or otherwise, 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 one times his current annual salary. In addition, in
the event of a change in control, the executive, upon notice of such change of
control from the Company, may elect to terminate their employment with the
Company and receive an amount equal to one times annual salary.
The Company has also entered into a Salary Continuation Agreement with Mr.
Beckwith which provides that if any person or company acquires 25% or more of
Redwoods outstanding shares, through a tender offer, merger, or otherwise, and
within two years thereafter Mr. Beckwith's employment by the Company is
terminated or his salary or authority is materially reduced, he is entitled to
receive an amount equal to one times annual salary. In addition, in the event
of a change of control and upon notice of such change in control from the
Company, Mr. Beckwith may give notice to terminate employment and receive an
amount equal to one times annual salary.
The Company has executed a one year Compensation Agreement with Mr.
Kilkenny which establishes an annual base salary of $205,000. The Company and
Mr. Kilkenny have also executed a one year Executive Severance Agreement which
generally provides that should Mr. Kilkenny be terminated for any reason other
than failure to perform his job duties, habitual neglect, illegal conduct, he
would be entitled to one times his current salary.
21
<PAGE>
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 1996 all Section 16(a) filing
requirements applicable to its officers, directors, and ten percent stockholders
were complied with.
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, 1996.
NBR has a lease, for 34,000 square feet of office space for its main
office, with a partnership in which Richard Colombini, Director of NBR and
nominee for director of Redwood, is a partner. The lease calls for payments of
$71,954 per month plus annual rental adjustments through September, 1999.
Annual lease payments in 1996 for this location were $863,000.
22
<PAGE>
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:
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, 1997, 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,
1997, 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.
23
<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 1998 Annual Meeting of
Shareholders is December 16, 1997.
/s/ Marta J. Idica
Marta J. Idica
Corporate Secretary
Dated: April 14, 1997
The Annual Report to Shareholders for the fiscal year ended December 31,
1996 is being mailed concurrently with this Proxy Statement to all shareholders
of record as of April 10, 1997.
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.
24
<PAGE>
REDWOOD EMPIRE BANCORP
ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 1997
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 Sonoma
County Hilton, 3555 Round Barn Boulevard, Santa Rosa, California, on May 20,
1997 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.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR EACH OF THE
PROPOSALS LISTED ON THIS CARD.
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.
(Continued and to be signed on the reverse side)
- -----------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
Please mark
your votes as /X/
indicated in
this example
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:
FOR WITHHOLD FOR, except vote WITHHELD from those
ALL FROM ALL nominees whose names have been
NOMINEES NOMINEES struck out of the foregoing list.
/ / / / / /
NOMINEES: ORLANDO J. ANTONINI, HASKELL E. BOYETT, RICHARD I. COLOMBINI, ROBERT
D. COOK, PATRICK W. KILKENNY, WILLIAM B. STEVENSON, AND TOM D. WHITAKER.
(Instruction: To withhold authority to vote for any individual nominee, strike a
line through his name in the list on this side of the card.)
- ---------------------------------------------
FOR AGAINST ABSTAIN
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, 1997.
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.
/ / I/we / / do / / do not expect to attend this meeting.
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 THIS SIDE OF THE CARD. SEE THE "VOTING SECURITIES" SECTION OF
THE PROXY STATEMENT FOR MORE INFORMATION.
SHAREHOLDER(S)
Signature(s) Date
--------------------------------------------- -----------
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.
- -----------------------------------------------------------------------------
FOLD AND DETACH HERE
