<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
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 Rule 14a-11(c) or Rule 14a-12
CASCADE BANCORP
(Name of Registrant as Specified in Its Charter)
PATRICIA L. MOSS
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ X ] No fee required.
[ ] 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:
COMMON STOCK
(2) Aggregate number of securities to which transaction applies:
2,132,967
(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: $0.00
[ ] Fee paid previously with preliminary materials.
<PAGE>
[LETTERHEAD]
[LOGO]
1100 NW WALL STREET
BEND, OREGON 97701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 1997
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Shareholders (the
"Meeting") of Cascade Bancorp (the "Company"), a bank holding company, will be
held on Monday, April 21, 1997, at 5:30 p.m., Local Time, at the Riverhouse
Motor Inn, 3075 N. Highway 97, Bend, Oregon.
A Proxy and Proxy Statement for the Meeting are enclosed herewith.
The Meeting is for the purpose of considering and acting upon:
(1) The election of three directors of the Company;
(2) The approval to amend the Company's Articles of Incorporation; and
(3) In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Meeting and at any
adjournments or postponements thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Only shareholders of record at the
close of business on March 17, 1997 are entitled to notice of, and to vote at,
the meeting or any adjournment or adjournments thereof.
YOU ARE REQUESTED TO FILL IN AND SIGN THE ENCLOSED FORM OF PROXY WHICH IS
SOLICITED BY THE BOARD OF DIRECTORS AND TO MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
PATRICIA L. MOSS
SECRETARY
Bend, Oregon
March 28, 1997
<PAGE>
PROXY STATEMENT
OF
CASCADE BANCORP
1100 N.W. Wall Street
Bend, Oregon 97701
(541) 385-6205
ANNUAL MEETING OF SHAREHOLDERS
APRIL 21, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Cascade Bancorp (the "Company"), a bank
holding company, to be used at the 1997 Annual Meeting of Shareholders of the
Company (hereinafter called the "Meeting") which will be held on Monday, April
21, 1997, at 5:30 p.m., Local Time, at the Riverhouse Motor Inn, 3075 N. Highway
97, Bend, Oregon 97701, or at any adjournment or adjournments thereof. The
accompanying notice of Meeting, Proxy Statement and form of proxy are being
first mailed to shareholders on or about March 28, 1997.
REVOCATION OF PROXIES
Shareholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted
at the Meeting and all adjournments thereof. A proxy may be revoked prior to
its exercise upon written notice to the Secretary of the Company or the filing
of a later proxy prior to a vote being taken on a particular proposal at the
Meeting. Proxies solicited by the Board of Directors of the Company will be
voted in accordance with the directions given therein. Where no instructions
are indicated, proxies will be voted FOR the nominees for directors set forth
below and FOR the approval to amend the Company's Articles of Incorporation.
Mere presence of a shareholder at the meeting will not revoke a proxy. The
presence, in person or by proxy, of a simple majority of the total number of
shares of Common Stock outstanding will be necessary to constitute a quorum at
the Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shareholders of record as of the close of business on March 17, 1997, are
entitled to one vote for each share held. As of March 17, 1997, the Company had
2,132,967 shares of Common Stock issued and outstanding. The Company did not
have any other class of equity securities outstanding on the record date. A
simple majority of the total shares voted in person or by proxy is required to
elect directors and ratify or approve any other items being voted on, provided
that a quorum of the shares is represented.
Persons and groups who beneficially own in excess of 5 percent of the
Common Stock are required to file certain reports regarding such ownership
pursuant to the Securities Exchange Act of 1934, as amended, with the Company
and the Federal Deposit Insurance Corporation. Based on such reports,
management knows of no person who owned more than 5 percent of the outstanding
shares of Common Stock as of March 17, 1997.
The following table sets forth, as of March 17, 1997, certain information
as to the shares of Common Stock beneficially owned by all executive officers
and directors as a group.
Beneficial Ownership (1) % of Shares Outstanding
-------------------------- ---------------------------
All Executive Officers
and Directors as a
Group (8 persons) 266,667 (2) 12.50%
- -----------------------
(1) Includes all shares held directly as well as by spouses or as custodian or
trustee for minor children, over which shares the named individuals
effectively exercise sole or shared voting and investment power, unless
otherwise stated.
(2) Includes 29,716 shares of common stock which may be received upon the
exercise of stock options that have previously been granted and that are
exercisable within 60 days of March 17, 1997.
1
<PAGE>
PROPOSAL I -- ELECTION OF DIRECTORS
The Company's Board of Directors is currently composed of eight
members. The Company's by-laws provide that directors will be elected for
three year staggered terms with approximately one-third of the directors
elected each year. The nominees for election this year are Jerol E. Andres,
Roger J. Shields and Jacob M. Wolfe.
It is intended that the proxies solicited by the Board of Directors
will be voted for the election of the above named nominees for a term of three
years. If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend. At this time the Board of directors knows of no
reason why any nominee might be unavailable to serve.
The by-laws of the Company do not allow nominations from the floor at
the annual meeting. Any shareholder wishing to nominate a person for election
as a director must submit that nomination to the Company on or before March 28,
1997 along with a statement of the nominees background and business experience.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES NAMED BELOW FOR
DIRECTOR OF THE COMPANY.
The following table sets forth the name of the Board of Directors'
nominees for election as director and those directors who will continue to
serve as such after the Meeting. Also set forth is certain other information
with respect to each current director's age, the year he or she first became a
director and the number of shares of the Company's Common Stock beneficially
owned.
<TABLE>
<CAPTION>
Shares of
Year First Common Stock
Elected Term to Owned at Percent
Name Age Director Expire March 17, 1997 (1)(2) of Class
---- --- ---------- ------- --------------------- --------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES
Jerol E. Andres 53 1993 2000 (3) 6,209 .29%
Roger J. Shields 59 1977 2000 (3) 27,183 1.27%
Jacob M. Wolfe 73 1976 2000 (3) 63,719 2.99%
DIRECTORS CONTINUING IN OFFICE
Gary L. Hoffman 56 1984 1998 30,439 1.43%
Patricia L. Moss 43 1993 1998 26,707 1.25%
L.A. Swarens 64 1976 1998 57,558 2.70%
Gary L. Capps 61 1978 1999 43,737 2.05%
James E. Petersen 56 1986 1999 11,115 .52%
</TABLE>
- ------------------------------------
(1) Includes all shares owned directly by the named individuals or by the
individuals indirectly through a trust or corporation, or by the individuals'
spouses and minor children, except as otherwise noted. The named individuals
effectively exercise sole or shared voting and investment power over these
shares.
(2) Includes shares of common stock subject to outstanding stock options which
are exercisable within 60 days after March 17, 1997. Such options were granted
under the Company's 1994 Incentive Stock Option Plan. See "Benefits - Stock
Option Plan."
(3) Assuming the individual is re-elected.
2
<PAGE>
The principal occupation of each director of the Company for the last
five years is set forth below. Unless otherwise stated, each director resides
in the State of Oregon.
JEROL E. ANDRES. Mr. Andres was elected to the board in 1993. Since
1988 Mr. Andres has served as CEO/President of Eagle Crest, Inc., a Central
Oregon real estate development and resort. From 1973 to 1988 Mr. Andres was
Vice President of Thousand Trails. He is and has been active in the Central
Oregon Community.
GARY L. CAPPS. Mr. Capps has served as Chairman of the Board since
1984. From 1963 to 1989 Mr. Capps served as CEO of Capps Broadcasting. He is
currently serving as Executive Director of the Bend Chamber of Commerce and
serves as director of Crabbe Huson Company (Mutual Fund Investments) in
Portland, Oregon.
GARY L. HOFFMAN, M.D. Dr. Hoffman serves as Chairman of the Audit
Committee. Since 1975 Dr. Hoffman has been in private practice as a surgeon and
is a partner in the Bend Memorial Clinic. Dr. Hoffman is also a principal of
Deschutes Medical Products, Inc.
JAMES E. PETERSEN. Since 1980 Mr. Petersen has been a partner in the
Bend law firm of Karnopp, Petersen, Noteboom, Hubel, Hansen and Arnett where he
practices in the areas of business and corporate law and tax and estate
planning. He currently serves as General Counsel for the Company and the Bank.
L.A. SWARENS. Mr. Swarens was an organizer and founder of the Bank.
Mr. Swarens also serves as Chairman of the Loan Committee of the Bank. Since
1958 Mr. Swarens has owned and operated Arnie Swarens Town & Country Realty.
JACOB M. WOLFE. Mr. Wolfe was an organizer and founder of the Bank.
Mr. Wolfe serves as Vice-Chairman of the Board of the Company and the Bank.
Since 1982 Mr. Wolfe has owned and served as Chairman of the Board of Jake's
Truck Stop in Bend, Oregon.
ROGER J. SHIELDS. Since 1977 Mr. Shields has served as President and
Chief Executive Officer of the Bank. He joined the Bank at its inception and
has over 36 years of banking experience.
PATRICIA L. MOSS. Since 1987 Mrs. Moss has served as Executive Vice
President, Chief Financial Officer, and Secretary to the Board of Directors. She
joined the Bank at its inception and has over 21 years of banking experience.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the
Board and through its committees. During the fiscal year ended December 31,
1996, the Board of Directors of the Company held 7 meetings and the Board of
Directors of the Bank held 12 regular meetings, as well as numerous committee
meetings. No director attended fewer than 75% of the total number of meetings
of the Board of Directors and board committees on which the director served.
The Board of Directors of the Company has an Audit Committee
consisting of Hoffman (Chair), Wolfe and Andres. The purpose of the committee
is to provide direction and oversight to the internal auditor. The committee
also bears responsibility for the audit function and review of the examinations
of the Company by federal and state regulatory authorities and the audit by the
independent auditing firm. The Audit Committee met 4 times during the 1996
fiscal year.
The Compensation Committee consists of Shields, Capps, Hoffman and
Wolfe. The purpose of the committee is to act as an ongoing advisory group to
the Board of Directors on executive compensation policies and procedures and
other compensation related items (i.e., profit sharing plans, benefit plans,
etc.). The committee meets annually or on an as-needed basis and met 2 times
during the 1996 fiscal year.
The Loan Committee consists of all of the directors with L.A. Swarens
as chairman. Loan committee meetings are scheduled on an as needed basis and
primarily consists of any 2 outside directors & the loan officer seeking the
approval. The Loan Committee met approximately 52 times during the 1996 fiscal
year.
3
<PAGE>
PROPOSAL 2 -- APPROVAL TO AMEND THE ARTICLES OF INCORPORATION
The Articles of Incorporation of the Company currently contain
provisions that are designed to discourage "unfriendly" takeover attempts.
Article X of the current Articles requires a supermajority affirmative vote of
75% (seventy-five percent) of all stockholders to approve certain "Corporate
Actions" unless the majority of the board has approved the Action. Actions
subject to supermajority vote include: any merger, reorganization, consolidation
or exchange of shares of the Company or its subsidiaries; any sale, lease,
exchange, mortgage, pledge, transfer or other disposition of assets of the
Company or its subsidiaries that exceed a certain book value; any plan for the
partial or complete liquidation or dissolution, spin-off, split-off or split-up
of the Company or its subsidiaries; and any reclassification of securities or
major corporate restructuring.
The Articles of Incorporation were adopted by the Company in 1990. In
1991, the Oregon Business Corporation Act (the "Oregon Act") was amended to also
require a supermajority vote for Corporate Actions with certain stockholders.
The Oregon Act is similar but not identical to Article X of the Articles of
Incorporation. The Oregon Act now specifies that the stockholders must approve
certain Corporate Actions by two-thirds vote of all non-interested stockholders
(as opposed to the 75% percent vote of all stockholders specified in Article X
of the Company's Articles of Incorporation). The new statute did not apply to
the Company until January of 1994 when the Company became a public corporation
listed on a national securities exchange.
To avoid any confusion in interpreting and applying Article X and the
Oregon Act, the Board has unanimously voted to amend Article X of the Articles
of Incorporation such that its supermajority provision reflects the
supermajority vote required under the Oregon Act. The amendment also provides
for coordination of the Articles of Incorporation with any subsequent statutory
amendment. The current and proposed amended language of the Articles is
contained in Exhibit A of this proxy statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL TO AMEND THE
ARTICLES OF INCORPORATION.
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended December
31, 1996, 1995 and 1994, information as to the compensation received by each
executive officer of the Company who received total cash and cash equivalent
forms of compensation in excess of $100,000 during this period.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Long-term
compensation
Annual Compensation Awards
------------------- -------------
Number of
securities
underlying All other
Name and Principal Year Salary Bonus options compensation (2)
Position ($) (#) ($)(1) ($)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Roger J. Shields 1996 $ 71,750 $ 112,000 3,520 18,908
President/Chief Executive 1995 70,040 134,750 3,872 15,198
Officer/Director 1994 68,000 107,500 8,651 16,078
Patricia L. Moss 1996 63,100 80,080 3,025 16,620
Executive Vice President/ 1995 59,750 96,250 3,328 13,358
Chief Financial Officer/ 1994 58,000 75,000 7,320 14,158
Director/Secretary
</TABLE>
- -------------------
(1) Options to acquire shares of Common Stock as adjusted for subsequent
stock dividends.
(2) Consists of the Company's contributions to the 401(k) profit sharing plan
for the benefit of the named executive officers. See "Benefits - 401(k)
Profit Sharing Plan."
4
<PAGE>
The following table sets forth information regarding options for the
purchase of the Bancorp's Common Stock, which were granted during 1996 to the
executive officers named in the Executive Compensation summary table.
<TABLE>
<CAPTION>
Option Grants in Fiscal 1996
Individual Grants
----------------------------------------------------------------------------------
Number of % of total
securities options
underlying granted to Exercise or
options employees in base price Expiration
Name granted(1) fiscal year ($/Sh) date
---------------- ---------- ------------- ----------- ----------
<S> <C> <C> <C> <C>
Roger J. Shields 3,520 19.8% $15.23 01/21/2006
Patricia L. Moss 3,025 17.0% $15.23 01/21/2006
- ------------------
(1) None of the above options were vested at the 1996 fiscal year end.
</TABLE>
The following table sets forth information regarding option holdings
for the year ended December 31, 1996 with respect to the executive officers
named in the Executive Compensation summary table.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
-----------------------------------------------
and Fiscal Year End Option Values
---------------------------------
Value of unexercised
--------------------
Number of unexercised in-the-money
Shares --------------------- ------------
acquired options at FY-End (#) options at FY-End ($)(1)
on Value --------------------- ------------------------
exercise realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Roger J. Shields - - 12,523 3,520 165,008 22,950
Patricia L. Moss - - 10,648 3,025 140,179 19,723
- --------------------
</TABLE>
(1) On December 31, 1996, the fair market value of the Company's Common Stock
was $21.75. For purposes of the foregoing table, stock options with an
exercise price less than that amount are considered to be "in-the-money"
and are considered to have a value equal to the difference between that
amount and the exercise price of the stock option multiplied by the number
of shares covered by the stock option.
CONTINGENT COMPENSATION AGREEMENT
The Bank has agreed to pay Roger J. Shields additional compensation
should his employment with the Bank be terminated under certain conditions. The
agreement is effective only if Mr. Shields' employment is involuntarily
terminated in connection with the merger or sale of the Bank and/or the Company,
or if he elects to terminate his employment within one year of a merger or sale.
In the event of such a termination, the Bank has agreed to pay Mr. Shields a sum
equal to twelve times his monthly "base salary" in effect at the time of the
merger or sale. The base salary includes monthly gross salary but does not
include bonuses or other compensation.
DIRECTOR COMPENSATION
Members of the Board of Directors (excluding executive officers)
receive $1,500 for attendance at each monthly Board meeting, the Chairman of the
Board receives $1,850. Directors receive $50 per loan committee and are not
compensated for other committee meetings.
5
<PAGE>
BENEFITS
BONUS PLAN. The Board of Directors of the Bank believes that an
incentive bonus based on earnings motivates management to perform at the highest
levels. Management performance has a direct impact on the short-range and
long-range profitability and viability of the institution and an incentive bonus
promotes the retention of qualified management. The management incentive bonus
program is at the discretion of the Board. Specific programs are developed
through the Compensation Committee of the Board and approved annually by the
Board of Directors.
STOCK OPTION PLAN. In 1994, the Company's Board of Directors adopted
a Stock Option Plan for key employees. Under the Stock Option Plan, the Company
may grant Incentive Stock Options (ISO's) and Non-qualified Stock Options
(NSO's). Pursuant to the Plan an aggregate of 150,000 shares have been reserved
for future issuance by the Company upon exercise of stock options. This figure
was adjusted automatically to 199,650 shares of Common Stock because of the 10%
stock dividends declared in June 1994, 1995 and 1996. Options are intended to
be granted to officers and selected key employees. The purposes of the Plan are
to attract and retain key officers and employees and to encourage their
continued participation in the Bank by facilitating their purchase of an equity
interest in the Bank's parent corporation, Cascade Bancorp.
The option price of ISO's is the fair market value at the date of
grant and the option price of NSO's is to be at a price not less than 85% of
fair market value at the date of grant. Generally, options are granted for a
period of ten years and become exercisable in varying amounts commencing one
year from the date of grant.
As of December 31, 1996, ISO's for 73,584 shares were granted at
prices ranging from $7.51 to $15.23 per share, and 126,066 shares remained
available for future grant. In February 1997, ISO's for an additional 29,000
shares were granted at a price of $21.75 per share.
401(k) PROFIT SHARING PLAN. Effective December 31, 1979, the Bank
adopted the Bank of the Cascades Employees' 401(k) Profit Sharing Plan. The
purpose of the Plan is to reward eligible employees for long and loyal service
and to provide incentives to employees that encourage employment retention and
participation in the growth and increased profitability of the Bank. The Plan
was amended and restated in its entirety on January 1, 1987. Employees who are
18 years of age become eligible to participate upon completion of (6) months or
1,000 hours of service prior to the entry dates of January 1st or July 1st.
Employees are allowed to contribute up to 10% of their salary to the Plan
pre-tax. Annually, at the discretion of the Board, a matching contribution up
to 6% of the amount of the employee's salary level, will be set aside on their
behalf. In addition, the Board of Directors may make a discretionary profit
sharing contribution that eligible employees may receive in cash or defer
through the 401(k) Plan. Employees are 100% vested in their contribution to the
Plan and are fully vested in the Bank's contributions under the Plan after seven
years of service at the Bank. Employees are entitled to withdraw funds from the
Plan upon retirement, death, disability, termination of employment, or in the
case of certain defined instances of hardship
OTHER BENEFIT PLANS. During the fourth quarter of 1995, the Bank
established deferred compensation plans for the Board and certain key executives
and managers, a salary continuation plan for certain key executives, and a fee
continuation plan for the Board. In accordance with the provisions of the
deferred compensation plans, participants can elect to defer portions of their
annual compensation or fees. The deferred amounts generally vest as deferred.
The deferred compensation plus interest is generally payable upon termination in
either a lump sum or monthly installments.
The salary continuation plan for certain key executives and the fee
continuation plan for the Board, provide defined benefits to the participants
upon termination. The defined benefits for the key executives and the Board are
for periods of fifteen years and ten years, respectively. The benefits are
subject to certain vesting requirements and vested amounts are generally payable
upon termination in either a lump sum or monthly installments.
The plans also include death benefit provisions for certain
participants. To assist in the funding of the plans, the Bank has purchased
life insurance policies on most of the participants for which the Bank is named
the beneficiary. The Bank annually expenses amounts sufficient to accrue for
the present value of the benefits payable to the participants under these plans.
The cash surrender value of these policies at December 31, 1996 was
approximately $3,913,000. Interest is earned on the insurance policies to
substantially offset the ongoing annual expense.
6
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires that all
executive officers and directors of the Company and all persons who beneficially
own more than 10 percent of the Company's Common Stock file an initial report of
their ownership of the Company's securities on Form 3 and report changes in
their ownership of the Company's securities on Form 4 and Form 5. These filings
must be made with the Securities and Exchange Commission and the National
Association of Securities Dealers.
Based solely upon the Company's review of the copies of the filings
that it received with respect to the fiscal year ended December 31, 1996, and
written representations from certain reporting persons, the Company believes
that all reporting persons made all required Section 16 filings with respect to
such fiscal year on a timely basis, except that Gary L. Hoffman filed a late
statement of change in beneficial ownership on Form 4.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the directors and officers of the Company and of the Bank, and
members of their immediate families and firms and corporations with which they
are associated, have had transactions with the Bank, including borrowings and
investments in time deposits. All such loans and investments have been made in
the ordinary course of business, have been made on substantially the same terms,
including interest rates paid or charged and collateral required, as those
prevailing at the time for comparable transactions with unaffiliated persons,
and did not involve more than the normal risk of collectibility or present other
unfavorable features. As of December 31, 1996, the aggregate outstanding amount
of all loans to officers and directors of the Company and to firms and
corporations in which they have at least a 10% beneficial interest was
approximately $1.7 million, which represented approximately 7% of the Company's
consolidated stockholders' equity at that date.
James E. Petersen, a director and stockholder of the Company, is a
partner in the law firm of Karnopp, Petersen, Noteboom, Hubel, Hansen & Arnett,
and serves as general counsel to the Company and the Bank.
AUDITORS
Symonds, Evans & Larson served as the Company's auditors for the
fiscal year ended December 31, 1996. A representative of Symonds, Evans &
Larson will be present at the Meeting to respond to questions from shareholders
and will have the opportunity to make a statement if he or she so desires.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in accordance with
the judgment of the person or persons voting the proxies.
The cost of solicitation of proxies will be borne by Cascade Bancorp.
In addition to solicitation by mail, employees of the Company may request of
shareholders the return of proxies personally, or by mail, telephone or FAX.
Cascade Bancorp will, upon request, reimburse brokers or other persons holding
shares for the benefit of others for their expenses in forwarding proxies and
accompanying material and obtaining authorization from beneficial owners of the
Company's stock to execute proxies.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy materials of
Cascade Bancorp for next year's Annual Meeting of Shareholders, any shareholder
proposal to take action at such meeting must be received at the Company's main
office at 1100 N.W. Wall Street, Bend, Oregon, 97701 no later than December 31,
1997. Any such proposals shall be subject to the requirements of the proxy
rules adopted under the 1934 Exchange Act.
INFORMATION AVAILABLE TO SHAREHOLDERS
THE COMPANY'S 1996 ANNUAL REPORT IS BEING MAILED TO SHAREHOLDERS WITH
THIS PROXY STATEMENT. ADDITIONAL COPIES OF THE ANNUAL REPORT AND THE COMPANY'S
FILINGS OF FORM 10-KSB AND QUARTERLY REPORTS ON FORM 10-0QSB FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED WITHOUT CHARGE FROM PATRICIA
L. MOSS, CHIEF FINANCIAL OFFICER, CASCADE BANCORP, P.O. BOX 369, BEND, OREGON
97709, OR E-MAIL [email protected].
7
<PAGE>
EXHIBIT "A"
Current Section 10.2:
Section 10.2 SHAREHOLDER VOTES. In addition to any affirmative vote
required by law or under any other provision of these Articles of Incorporation
or the Bylaws of the Corporation, and except as otherwise expressly provided in
Section 10.3 herein, no Corporate Action shall be authorized or effected unless
there is cast the affirmative vote of at least 75 percent of the outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors.
Proposed amended Section 10.2:
"10.2 SHAREHOLDER VOTE. In addition to any affirmative vote
required by law or under any other provision of these
Articles of Incorporation or the Bylaws of the Corporation,
and except as otherwise expressly provided in Section 10.3
hereof, no Corporate Action shall be authorized or effected
unless there is cast the affirmative vote of at least
two-thirds of the outstanding shares of capital stock of the
Corporation held by shareholders who are not interested
shareholders as defined in ORS 60.825 and who are otherwise
entitled to vote generally in the election of directors.
Current Section 10.3:
Section 10.3 EXCEPTION TO 75% REQUIREMENT. The provisions of Sections 10.2
hereof shall not be applicable to any particular Corporate Action and such
Corporate Action shall require only such affirmative vote as is required by law
and any other provisions of these Articles of Incorporation, if a majority of
all Continuing Directors of the Corporation vote in favor of and recommend
approval of the Corporate Action to the shareholders.
Proposed amended Section 10.3:
10.3 EXCEPTION TO TWO-THIRDS REQUIREMENT. The provisions of
Section 10.2 hereof shall not be applicable to any
particular Corporate Action and such Corporate Action shall
require only such affirmative vote as is required by law and
any other provisions of these Articles of Incorporation, if
a majority of all Continuing Directors of the Corporation
vote in favor and recommend approval of the Corporate Action
to the shareholders."
Proposed new Section 10.4:
"10.4 COORDINATION WITH SATUTUE: The provisions of this
Article X shall be subordinate to the provisions of ORS
60.825 to ORS 60.845 as amended, such that said statutory
provisions shall control over any conflicting provisions of
this Article. Further, the invalidity or unenforceability
of any particular provision or provisions of this Article
shall not affect any other provisions hereof, and in such
event this Article shall be construed in all respects as if
such invalid or unenforceable provisions were amended to
conform to such statutory provisions."
<PAGE>
CASCADE BANCORP PROXY
1100 N.W. Wall Street, Bend, OR 97701
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gary L. Capps and Roger J. Shields, and
each of them, with full power of substitution, the proxy or proxies of the
undersigned to vote all shares of Common Stock of Cascade Bancorp (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company, to be held at the RIVERHOUSE MOTOR INN, 3075 N.
HIGHWAY 97, BEND, OREGON, ON APRIL 21, 1997, AT 5:30 P.M. PDT, and at any
adjournment or postponements thereof, with the same force and effect as the
undersigned might or could do if personally present thereat.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below
(EXCEPT AS MARKED TO THE CONTRARY BELOW)
[ ] WITHHOLD AUTHORITY
TO VOTE FOR ALL NOMINEES LISTED BELOW
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
JEROL E. ANDRES
ROGER J. SHIELDS
JACOB M. WOLFE
2. THE APPROVAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting and at any adjournments or
postponements thereof.
This proxy will be voted in the Election of Directors in the manner described in
the Proxy Statement for Annual Meeting of Shareholders.
<PAGE>
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder(s). (IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.)
Please sign exactly as the name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
- ------------------------------------------ trustee or guardian, please give
full title as such. If a
corporation, please sign in full
corporate name by President or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
[ ] PLEASE MARK HERE IF YOU PLAN
TO ATTEND THE MEETING AND VOTE YOUR
SHARES.
--------------------------------------------
Signature
Dated: , 1997
------------------- --------------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
