<PAGE> 1
V I N E Y A R D N A T I O N A L B A N C O R P
9590 Foothill Boulevard
Rancho Cucamonga, CA 91730
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held November 18, 1999
The Annual Meeting of the shareholders of Vineyard National Bancorp
("Bancorp") will be held on Thursday, November 18, 1999 at 4:00 P.M. at Red Hill
Country Club, 8358 Red Hill Country Club Drive, Rancho Cucamonga, California
91730, to consider and act upon the following matters:
1. To elect nine persons to the Board of Directors of the Bancorp to
serve until the next Annual Meeting of shareholders and until
their successors are elected and have qualified;
2. To ratify the appointment of the accounting firm of Vavrinek,
Trine, Day & Co., LLP as auditors and as independent accountants
for the year ending December 31, 1999;
3. To transact any other business as may properly come before the
meeting and any adjournments of it.
Shares represented by properly executed proxies solicited by the Board
of Directors of the Bancorp will be voted in accordance with the instructions
specified in the following statement. It is the intention of the Board of
Directors that shares represented by proxies which are not limited to the
contrary will be voted in favor of electing the named persons as directors and
on other matters as recommended by the Board.
The Board of Directors has fixed the close of business on September 22,
1999 as the record date for determination of shareholders entitled to receive
notice of, and to vote at, the meeting and any adjournment of it.
By Order of the Board of Directors
/s/ SOULE SENSENBACH
----------------------------------
Soule Sensenbach, Secretary
<PAGE> 2
V I N E Y A R D N A T I O N A L B A N C O R P
9590 Foothill Boulevard
Rancho Cucamonga, CA 91730
Proxy Statement
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Vineyard National Bancorp ("Bancorp"), a
California corporation, to be used in voting at the Annual Meeting of
shareholders to be held at 4:00 P.M., Thursday, November 18, 1999 at the Red
Hill Country Club, 8358 Red Hill Country Club Drive, Rancho Cucamonga,
California 91730 or at any adjournment of such meeting.
Mailing
It is anticipated that this Proxy Statement and Proxy will be mailed on
or about October 2, 1999.
Shareholder Proposals
Shareholder proposals for inclusion in this proxy statement for the
Annual Meeting of shareholders in 1999 must have been received by the Bancorp no
later than 5:00 P.M. on May 31, 1999.
Shareholder proposals to be considered for inclusion in the proxy
statement for the Annual Meeting of shareholders in 2000 must be received by the
Bancorp no later than 5:00 P.M. on May 31, 2000.
Revocability of Proxy
A proxy for use at the meeting is enclosed along with a return envelope
for your convenience. Any shareholder who executes and delivers such proxy has
the right to revoke it any time before it is exercised by filing with the
Secretary of the Bancorp an instrument revoking it or a duly executed proxy
bearing a later date. In addition, the powers of the proxy holders will be
suspended if the person executing the proxy is present at the meeting and
chooses to vote in person.
Unless revoked, all shares represented by a properly executed proxy
which is received in time for the meeting will be voted by the proxy holders in
accordance with the instructions on the proxy. If no instruction is specified
with respect to a matter to be acted upon, the shares represented by the proxy
will be voted in favor of the election of the nominees for directors set forth
herein and if any other business is properly presented at the meeting, the proxy
will be voted in accordance with the recommendations of management.
Persons Making the Solicitation
THIS STATEMENT IS FURNISHED IN CONNECTION WITH A SOLICITATION OF PROXIES
BY THE BOARD OF DIRECTORS OF THE BANCORP.
The expense of preparing, assembling, printing, and mailing this proxy
statement and the material used in this solicitation of proxies will be borne by
the Bancorp. It is contemplated that proxies will be solicited through the mail,
but officers and regular employees of the Bancorp and Bank may solicit proxies
personally.
Voting Securities and Principal Holders
Only shareholders of record at the close of business on September 22,
1999 are entitled to receive notice of and to vote at the Annual Meeting of
shareholders. There were 1,862,776 shares of the
1
<PAGE> 3
Bancorp's no par value common stock issued and outstanding on September 22, 1999
which was set as the record date for the purpose of determining the shareholders
entitled to receive notice and to vote at the meeting.
Each holder of common stock will be entitled to one (1) vote in person
or by proxy for each share of common stock standing in his or her name on the
books of the Bancorp as of September 22, 1999, on any matter submitted to the
vote of the shareholders.
In electing directors, the shares are entitled to be voted cumulatively
if a candidate's name has been properly placed in nomination prior to the voting
and any shareholder present at the meeting has given notice of his or her
intention to vote his or her shares cumulatively. If a shareholder has given
such notice, all shareholders may cumulate their votes for candidates in
nomination. Cumulative voting entitles a shareholder to give one (1) nominee as
many votes as is equal to the number of directors to be elected multiplied by
the number of shares owned by such shareholder, or to distribute his or her
votes on the same principle between two or more nominees as he or she sees fit.
The nine (9) candidates receiving the highest number of votes will be elected.
The Board knows of no person who beneficially owns more than five
percent (5%) of the outstanding common stock of the Bancorp except as set forth
in the following table which reflects information as of the end of the Bancorp's
last fiscal year:
(a) Security Ownership of Certain Beneficial Owners who are known to the
Bancorp (12/31/98)
<TABLE>
<CAPTION>
===============================================================================================
Name of Beneficial Amount and Nature of
Title of Class Owner Beneficial Ownership Percent of Class
===============================================================================================
<S> <C> <C> <C>
Common Stock Frank S. Alvarez 109,065(1) 5.85%
1080 West 22nd St.
Upland, CA 91786
Common Stock Charles L. Keagle 105,120(2) 5.64%
2533 Vista Drive
Upland, CA 91886
</TABLE>
- -------------------------
(1) 109,065 includes 107,625 shares held by Louis M. Alvarez and Frank S.
Alvarez as co-trustees of Manuel Alvarez and Lorenza E. Alvarez trust and
1440 shares held as joint tenants by Frank S. and Encarnacion Alvarez.
(2) 105,120 includes 104,048 shares held by Charles L. Keagle and Linda J.
Keagle as their community property; and 1,072 shares held for their children
with Charles L. Keagle as custodian, under the California Uniform Gifts to
Minors Act.
2
<PAGE> 4
(b) Security Ownership of Management (12/31/98).
<TABLE>
<CAPTION>
===============================================================================================
Name of Beneficial Amount and Nature of
Title of Class Owner Beneficial Ownership Percent of Class
===============================================================================================
<S> <C> <C> <C>
Common Stock Frank Alvarez (D) 109,065 5.85%
Common Stock Arthur Braeger (D) 33,616 1.80%
Common Stock Charles L. Keagle (D) 105,120 5.64%
Common Stock Roland Noriega (D) 28,636(3) 1.54%
Common Stock Lester Stroh (D) 60,750(4) 3.26%
Common Stock Joel Ravitz (D) 42,482(5) 2.28%
Common Stock Steven Sensenbach (D,O) 19,453(6) 1.04%
Common Stock Jodie D. Smith (D) 16,000(7) .85%
Common Stock Renny Thomas (D) 8,060(8) .43%
Common Stock Sara Ahern (O) 1 negligible
Common Stock Soule Sensenbach (O) 134 .01%
Common Stock Robert L. Cole (O) -0-
Directors & 421,720 22.64%
Officers of the
Bank as a Group(9)
</TABLE>
- -------------------------
(3) Roland Noriega owns 8,640 shares directly and 19,996 as Trustee of the R. &
F. Noriega Trust.
(4) Lester Stroh is the beneficial owner of 60,750 shares held in his account at
a stock brokerage firm.
(5) Of this total, 19,668 are held by Quincy Cass Associates over which Mr.
Ravitz exercises control.
(6) Steven R. Sensenbach owns 19,453 shares of which 575 are held in street
name.
(7) Jodie Smith owns 16,000 which are held in his account at a stock brokerage
firm.
(8) Renny Thomas owns 8,060 of which 6,380 are held in his account at a stock
brokerage firm, 1,080 in his name and 600 shares for his son.
(9) Officers and Directors including the four named officers, as of December 31,
1998, hold options to purchase 167,265 shares in addition to the above,
which will equal 588,985 shares or 31.62% if exercised.
(D) Director
(O) Officer
3
<PAGE> 5
Election of Directors
The Board of Directors has set the number of directors of the Bancorp at
nine (9) which is within the number authorized by the Bylaws of the Bancorp. The
directors who are elected will serve until the next Annual Meeting of
shareholders and until their respective successors have been duly elected and
qualified.
Each of the nominees named herein has consented to be named in this
proxy statement and has consented to serve as a director if elected. The
following table sets forth certain information with respect to those persons who
are nominees for election as directors.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Bancorp Current No.
Principal Occupation or Position Director of Shares
Name and Other Directorships Since (12/31/98)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Frank Alvarez, Certified Public Accountant. Retired from Bowen 1988 109,065
age 64 McBeth, Inc. CPAs. He is also on the Board of
Directors of Casa Colina Rehabilitation Hospital in
Pomona, California. He has been a Bank Director
since 1981.
A. Arthur Braeger, Mr. Braeger is the founding owner and 1998 33,616
age 59 President/CEO of Braeger Construction located in
Upland, California. In addition to general
construction work, the firm specializes in site
development for schools, colleges and the
commercial sector. Mr. Braeger has been a
member of the Bank's Advisory Board since
August 1992 and now serves on various
committees of the Bank. He has been a Bank
Director since 1998. Mr. Braeger was appointed
Bancorp Director in 1998.
Charles L. Keagle, Founding owner, Chairman, CEO of The C & C 1998 105,120
age 59 Organization. C & C operates restaurants in
southern California known as The Cask 'n
Cleaver, El Gato Gordo and Charley's Grill. Mr.
Keagle was an original founding organizer and
Director of Vineyard National Bank. In addition to
his community service involvement, he is a
member of the Board of Directors of The
California Restaurant Association, The California
Avocado Commission and The Advisory Board for
the Cal Poly Pomona School of Hotel and
Restaurant Management. He returned as a Bank
Director in 1998.
</TABLE>
4
<PAGE> 6
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Bancorp Current No.
Principal Occupation or Position Director of Shares
Name and Other Directorships Since (12/31/98)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Roland Noriega, Sole owner of Merchant's Electric, an electrical 1993 28,636
age 58 contracting firm in the City of Commerce. He is
also a member of the Board of Directors of PMI,
an investment company. He has been a Bank
Director since 1993.
Joel Ravitz, Chairman of the Board and CEO of Quincy Cass 1988 42,482
age 54 Associates, Inc., a Los Angeles based securities
broker dealer and a member of National
Association of Securities Dealers. He is a Past
President and Director of Therapeutic Living
Centers for the Blind, a non-profit corporation,
and a member of Town Hall of California and the
Bond Club of Los Angeles. He has been a Bank
Director since 1983.
Steven R. President and Chief Executive Officer of Vineyard 1988 19,453
Sensenbach, National Bancorp and President and Chief
age 56 Executive Officer of Vineyard National Bank. Mr.
Sensenbach is a past director of the Federal
Reserve Bank of San Francisco, Los Angeles
Branch. He is a member of the Advisory Council
for the A. Gary Anderson Graduate School of
Management at the University of California,
Riverside, was appointed a Fellow of the A. Gary
Anderson GSM for 1992-93, and most recently
received the Graduate School's first "Outstanding
Executive Achievement" award. Mr. Sensenbach
was the 1998 Chairman of the Inland Empire
American Heart Walk for the American Heart
Association. He has been a Bank Director since
1981. Mr. Sensenbach is married to Soule
Sensenbach.
Jodie D. Smith, Co-owner of J & J Enterprises of Ontario 1994 16,000
age 57 specializing in the manufacturing and sale of
stainless steel pickup truck after market
accessories. He has been a Bank Director since
1994.
Lester Stroh, Chairman of the Board of Vineyard National 1988 60,750
age 81 Bancorp. He is a licensed physician and retired
Chairman of the Department of Allergy at
Southern California Permanente Medical Group,
Kaiser Foundation Hospital, Fontana, California.
He has been a Bank Director since 1981.
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Bancorp Current No.
Principal Occupation or Position Director of Shares
Name and Other Directorships Since (12/31/98)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Renny Thomas, Executive Vice President and managing 1993 8,060
age 61 underwriter of CAL/GROUP Dentafits, a dental,
vision and prescription insurance and stop/loss
reinsurance facility. He is a Past President and
Director of Mass Marketing Insurance Institute.
He is also a Director of the Eye Care
Network/Medical Eye Services. He has been a
Bank Director since 1993.
</TABLE>
Identification and Business Experience of Executive Officers of Vineyard
National Bank
1. Steven R. Sensenbach, age 56, is President and Chief
Executive Officer of Vineyard National Bancorp and President and Chief Executive
Officer of Vineyard National Bank. Mr. Sensenbach is a past director of the
Federal Reserve Bank of San Francisco, Los Angeles Branch. He is a member of the
Advisory Council for the A. Gary Anderson Graduate School of Management at the
University of California, Riverside, was appointed a Fellow of the A. Gary
Anderson GSM for 1992-93, and most recently received the Graduate School's first
"Outstanding Executive Achievement" award. Mr. Sensenbach is married to Soule
Sensenbach.
2. Robert L. Cole, age 52, is the Executive Vice
President/Senior Credit Administrator of the Bank and has served in this
capacity since November, 1998. Mr. Cole joined Vineyard National Bank in
December, 1997 as Senior Vice President/Loan Center Manager and then became
Senior Vice President/Senior Credit Administrator before taking his current
position. Before joining Vineyard National Bank, Mr. Cole worked in executive
positions with other independent banks.
3. Soule Sensenbach, age 45, is presently the Corporate
Secretary of Vineyard National Bancorp, holding this position since October,
1992. Mrs. Sensenbach joined Vineyard National Bank in 1988 as Administrative
Assistant to the President/CEO and is currently Executive Vice President/Chief
Financial Officer of Vineyard National Bank. Mrs. Sensenbach is married to
Steven R. Sensenbach.
4. Sara F. Ahern, age 44, is the Executive Vice President and
Cashier of Vineyard National Bank and has held this position since June, 1995.
Mrs. Ahern joined Vineyard National Bank in June, 1993, as Vice
President/Director of Operations and currently is its Senior Vice
President/Cashier and Director of Operations.
All of the above officers hold office at the pleasure of the Board of
Directors.
Certain Transactions
Some of the directors and executive officers of the Bancorp and its
subsidiary, the Bank, and the companies with which the directors and executive
officers are associated were customers of, and had banking transactions with,
the Bank during 1998. Such transactions were in the ordinary course of business
and the Bank expects to have similar banking transactions in the future. All the
loans and commitments included in such transactions were made on substantially
the same terms, including interest rates, collateral and repayment terms, as
those prevailing at the time for comparable transactions with other persons of
similar creditworthiness and, in the opinon of the Board of Directors of the
Bancorp and the Bank, did not involve more than a normal risk of collectibility
or involve other unfavorable features.
6
<PAGE> 8
Committees of the Board of Directors
The Bank, which is a subsidiary of the Bancorp, has a standing Audit
Committee which met five times during the previous fiscal year. The members of
the Audit Committee are Frank Alvarez, Roland Noriega and Lester Stroh. The
function of this Committee is to monitor the Bank's financial operations,
receive reports from the Bank's independent certified public accountants, and to
select outside auditors and accountants when necessary. Neither the Bancorp nor
the Bank has a nominating committee or a compensation committee of the Board of
Directors.
Meetings of the Board of Directors.
The total number of meetings of the Board of Directors of the Bancorp,
including regularly scheduled and special meetings during the last full fiscal
year, was 11. In addition, the Board of Directors of the Bank had 12 regularly
scheduled and special meetings. No director during the last full fiscal year
attended fewer than eighty-seven percent (87%) of the total number of meetings
of the Board of Directors and the total number of meetings held by all
committees of the board on which that director served.
EXECUTIVE COMPENSATION TABLE
The following table sets forth compensation information for the
executive officers of the Bank, which is the sole subsidiary of the Bancorp, for
the last three (3) year period ending December 31, 1998, for those executive
officers with compensation in excess of sixty thousand dollars ($60,000) a year.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
Name and
Principal Position Year Salary Bonus Stock Options (#)
- ------------------ ---- ------ ----- -----------------
<S> <C> <C> <C> <C>
Steven R. Sensenbach 1998 $200,000 $74,815 69,553(10)
President/Chief Executive 1997 $200,000 $76,407 64,553
Officer/Director 1996 $200,000 $ -0- 54,533
M. Soule Sensenbach 1998 $ 72,000 $ 737 6,869(11)
Executive Vice President 1997 $ 66,000 $ 2,647 1,869
Sara Ahern 1998 $ 70,000 $ 717 5,000(11)
Executive Vice President 1997 $ 66,000 $ 2,647 -0-
Robert L. Cole 1998 $ 80,000 $ 828 5,000(11)
Executive Vice President
</TABLE>
- -------------------------
(10) The number of options increased because Mr. Sensenbach receives 5,000
options per year per his employment contract.
(11) The number of options increased because of grants of 5,000 stock options in
1998 to these officers.
7
<PAGE> 9
Termination of Employment and Change of Control Arrangement
At any time during the term of Mr. Sensenbach's employment agreement,
the Board of Directors may terminate his employment with or without cause.
However, if the termination is without cause, then Mr. Sensenbach is entitled to
severance pay equal to one year's salary or if the remaining term is less than
one year, the amount will be prorated.
Stock Option Plan
As of December 31, 1998, the Company has in effect the 1997 Incentive
Stock Option Plan.
Previously in 1981, an incentive stock option plan for certain officers
and key employees was approved by shareholders at prices not less than 100% of
the fair market value of such stock at the date of grant. The 1981 Plan expired
in 1987 and no more options may be granted under that plan.
A subsequent incentive stock option plan was approved by shareholders in
1987 in which the remaining ungranted shares from the 1981 Plan were added to
the shares of the 1987 Plan. The 1987 Plan provided that options of the
Company's unissued common stock were to be granted to officers and key employees
at prices not less than 100% of the fair market value of such shares at dates of
grant.
In 1996, the shareholders voted to extend the 1987 Plan another ten
years. Then in 1997, the shareholders decided to terminate the 1987 Plan. As a
result, no further grants can be made under this plan. Although no more options
can be granted under this plan, the options granted under it will remain
outstanding until they are exercised or canceled pursuant to their terms.
In 1997, the shareholders approved the 1997 Incentive Stock Option Plan
which is currently in effect. The 1997 Plan made Directors eligible to
participate in the Plan as well as officers and certain key employees. In
addition, the 1997 Plan authorized the issuance of 200,000 shares to be combined
with 53,316 shares which remained from the 1987 Plan for a total of 253,316
shares.
Option prices are to be determined at the fair market value of such
shares on the date of grant, and options are exercisable in such installments as
determined by the Board of Directors. Each option shall expire no later than ten
years from the grant date or as the Stock Option Committee or Board of Directors
may determine.
8
<PAGE> 10
AGGREGATED OPTION EXERCISES DURING 1998
AND OPTION VALUES AT DECEMBER 31, 1998
<TABLE>
<CAPTION>
===============================================================================================================
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY
AT 12/31/98 (#) OPTIONS AT 12/31/98
SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
===============================================================================================================
<S> <C> <C> <C> <C>
Steven R. Sensenbach 0 None 69,553 (48,544 at Option price is not less
$2.92)(12) than fair market value
(6,009 at $2.60) on the date of granting
(10,000 at $3.50) of the option.(13)
(5,000 at $7.00)
- ---------------------------------------------------------------------------------------------------------------
Robert L. Cole 0 None 5,000 at $7.00 Option price is not less
than fair market value
on the date of granting
of the option.(13)
- ---------------------------------------------------------------------------------------------------------------
Sara Ahern 0 None 5,000 at $7.00
- ---------------------------------------------------------------------------------------------------------------
Soule Sensenbach 0 None 6,869 (1,869 at Option price is not less
$2.92) than fair market value
(5,000 at $7.00) on the date of granting
of the option.(13)
===============================================================================================================
</TABLE>
Deferred Compensation
During 1987, the Bank established a non-qualified, unfunded deferred
compensation plan for certain key management personnel and non employee
directors whereby they may defer compensation which will then provide for
certain payments upon retirement, death or disability. The plan provides for
payments for fifteen years commencing upon retirement, death or disability. The
plan provides for reduced benefits upon early retirement, disability or
termination of employment.
Effective September 1, 1990 the Bank adopted a new deferred compensation
plan with similar provisions to the 1987 plan except that the Bank may make
matching contributions of 25%(14) of titled officers' deferrals up to a maximum
of 10% and 50%(15) of senior vice president and above officers' deferrals to a
maximum of 10% of participants' annual salary. The Bank's contribution, in the
aggregate, for all Participants shall not exceed 4% of compensation of all Bank
employees. Each Participant contributes a minimum of $1,000 annually to the
plan. The deferred compensation expense was $70,239 (57,770 net of income
taxes), $85,911 ($51,546 net of income tax), and $84,535 ($66,815 net of income
tax), for the years ended December 31, 1998, 1997 and 1996, respectively. This
information is not included in the prior table on page 7.
- -------------------------
(12) On January 20, 1994, the Board of Directors elected to cancel existing
stock options, at the holders' request, and reissue new stock options at a
price of $3.50 per share, ($2.92 after giving retroactive effect for the
six for five stock split).
(13) The price of Bancorp's common stock as of the fourth quarter of 1998 ranged
from a low of $4.00 to a high of $6.00 (See Annual Report).
(14) Reduced from 50% to 25% on June 30, 1995.
(15) Reduced from 100% to 50% on June 30, 1995.
9
<PAGE> 11
Defined Contribution Plan
Effective August 1, 1990, the Bank established a qualified defined
contribution plan (401(k) Retirement Savings Plan) for all eligible employees.
Employees contribute from 1% to 15%(16) of their compensation with a maximum of
$10,000(17) annually. The Bank's contributions to the plan are based upon an
amount equal to 25%18 of each participant's eligible contribution for the plan
year not to exceed 1% of the employee's compensation. The Bank's matching
contribution will become vested at 20% per year with full vesting after five
years. The expense was $15,321 ($12,563 net of income taxes), $6,732 ($4,040 net
of income taxes), and $14,862 ($11,747 net of income taxes), for the years ended
December 31, 1998, 1997, and 1996, respectively. This information is not
included in the prior table on page 7.
Compensation of Directors
Members of the Board of Directors were paid compensation worth $1,000.00
for monthly meetings of the Bank. No additional payments have been made to the
Directors for attending meetings of the Bancorp. Directors who were members of
special committees were paid $300.00 per meeting for attending those committee
meetings.
Independent Accountants
Vavrinek, Trine, Day and Co., LLP has served as the Bancorp's
independent accountants since their appointment from the inception of the
Bancorp. The Board of Directors has selected Vavrinek, Trine, Day and Co., LLP
("VTD") as the Bancorp's independent accountants for the year ending December
31, 1999. Ron White, who will be representing VTD, will be present at the
meeting to respond to questions and will have an opportunity to make a statement
if he desires to do so.
Audit services of VTD for 1998 included the examination of the
consolidated financial statements, services related to filings with the
Securities and Exchange Commission, and the performance of limited reviews of
the Bancorp's quarterly unaudited financial information.
The Bancorp's Board of Directors recommends a vote FOR the proposal to
ratify the selection of Vavrinek, Trine, Day and Co., LLP as the Bancorp's
independent accountants for the year ending December 31, 1999.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and certain of its officers and persons owning more than 10
percent of a registered class of the Company's stock to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC").
Based on a review of copies of forms furnished to the Company or a
representation that no reports were required, the Company believes that there
was compliance with this requirement.
Attorneys
Buxbaum & Chakmak, a Law Corporation, of Claremont and Newport Beach,
California has been appointed as the general counsel for the Bank and Bancorp.
- -------------------------
(16) Increased from 12% to 15% on June 30, 1995.
(17) Increased from $9,500 to $10,000 based on IRS ruling.
(18) Reduced from 50% to 25% on June 30, 1995.
10
<PAGE> 12
Financial Information and Incorporation by Reference
The 1998 Annual Report to shareholders of Vineyard National Bancorp for
Vineyard National Bank, the wholly owned subsidiary of the Bancorp, for the year
ended December 31, 1998, including the financial statements and related
statements of income attached as part of those financial statements which were
prepared in conformity with generally accepted accounting principles has
previously been furnished to shareholders. The information from the Annual
Report is incorporated herein by reference.
WITHOUT CHARGE TO ANY SHAREHOLDER, THE BANCORP WILL PROVIDE A COPY OF
ITS 1998 ANNUAL REPORT UPON THE WRITTEN REQUEST OF THE SHAREHOLDER. IN ADDITION,
A SHAREHOLDER MAY REQUEST FROM THE BANCORP WITHOUT CHARGE A COPY OF THE FORM
10-K STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ATTACHED
EXHIBITS ARE LENGTHY SO COPIES OF THE EXHIBITS WILL BE PROVIDED ONLY UPON
PAYMENT OF COPYING COSTS. THE REQUEST SHOULD BE DIRECTED TO SOULE SENSENBACH,
SECRETARY OF VINEYARD NATIONAL BANCORP, POST OFFICE BOX 727, RANCHO CUCAMONGA,
CALIFORNIA 91729.
Other Matters
The Board of Directors knows of no other matters to be presented to the
meeting other than those set forth above. However, if other matters properly
come before the meeting, it is the intention of the persons named in the
accompanying proxy to vote said proxy in accordance with the recommendations of
the Board of Directors, and authority to do so is included in the proxy.
Dated: 9/22/99 Vineyard National Bancorp
/s/ SOULE SENSENBACH
------------------------------------
Soule Sensenbach, Secretary
IMPORTANT
EVEN THOUGH YOU EXPECT TO ATTEND THE ANNUAL MEETING, IT IS URGENTLY
REQUESTED THAT WHETHER YOUR SHAREHOLDINGS ARE LARGE OR SMALL, YOU PROMPTLY FILL
IN, DATE, SIGN, AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED. THIS
WILL SAVE THE COMPANY THE EXPENSE OF FOLLOW-UP NOTICES.
11
<PAGE> 13
VINEYARD NATIONAL BANCORP PROXY
9590 Foothill Blvd., Rancho Cucamonga, CA 91730
THIS PROXY IS SOLICITED ON BEHALF OF THE BANCORP'S BOARD OF DIRECTORS.
The undersigned appoints Lester Stroh and Frank S. Alvarez, or either of
them, as proxies with full power of substitution, to vote and act with respect
to all shares of Vineyard National Bancorp held of record September 22, 1999,
at the Annual Meeting of the shareholders on November 18, 1999 or any
adjournment, including all powers the undersigned would possess if personally
present, as follows:
[ ] Authorize to vote for [ ] Withhold authority to
the nominees as a group vote for the nominees
as a group
1 To elect as a group the nine (9) persons nominated to the Board of
Directors to serve until the next annual meeting of shareholders as
proposed by management in the Proxy Statement OR if you choose to
withhold or not grant authority to vote for the nominees as a group, you
may indicate next to the name of each nominee below whether you would
grant or wihhold authority to vote for the individual nominee.
[ ] FOR [ ] AGAINST
2 To ratify the appointment of the accounting firm of Vavrinek, Trine, Day
& Co., LLP as auditors and as independent accountants for the year ending
December 31, 1999.
<TABLE>
<CAPTION>
Authorize to vote Withhold authority to
for this nominee vote for this nominee
<S> <C> <C>
[ ] [ ] Frank S. Alvarez
[ ] [ ] A. Arthur Braeger
[ ] [ ] Charles L. Keagle
[ ] [ ] Roland Noriega
[ ] [ ] Joel H. Ravitz
[ ] [ ] Steven R. Sensenbach
[ ] [ ] Jodie D. Smith
[ ] [ ] Lester Stroh M.D.
[ ] [ ] Renny V. Thomas
</TABLE>
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE POSTAGE PREPAID
ENVELOPE PROVIDED.
<PAGE> 14
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder(s). If no direction is made, this proxy
will be voted for the nine (9) nominees for the Board of Directors and for the
ratification of the appointment of the accounting firm.
If any other business is presented at the meeting, this Proxy shall be
voted in accordance with the recommendations of the Board of Directors.
When signing as an attorney in fact, executor, administrator, trustee, or
guardian, please give full title. If more than one trustee, all should sign.
When shares are held by joint tenants, both should sign.
Dated:________________________, 1999 ___________________________________
(Signature of Shareholder)
Number of Shares:_____________ ___________________________________
(Please print name)
___________________________________
(Signature of Shareholder)
___________________________________
(Please print name)
I(We) ___________ plan to attend the Annual Meeting of the Shareholders.
(number)
IMPORTANT - PLEASE SIGN
