<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 [ 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 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:
4,144,862
(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>
March 25, 1998
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Cascade Bancorp,(Bancorp), a bank holding company, and its wholly-owned
subsidiaries, Bank of the Cascades (the Bank) and Cascade Finance,
(collectively, "the Company") to be held at the Riverhouse Motor Inn, 3075 N.
Highway 97, Bend, Oregon, on Monday, April 27, 1998 at 5:30 p.m.
The Notice of Annual Meeting of Shareholders and Proxy Statement are included
herein and describes the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the Company and
its subsidiaries. Directors and officers of the Company, as well as a
representative of Symonds, Evans & Larson, P.C., the Company's independant
auditors, will be present to respond to shareholder questions.
The Company's consolidated financial statements, the report of the independent
auditors and management's discussion and analysis of financial condition and
results of operations are included in the enclosed 1997 Annual Report.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON PLEASE SIGN AND DATE THE ACCOMPANYING
PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED,
POSTAGE PREPAID ENVELOPE.
Your continued interest and support of Cascade Bancorp are sincerely
appreciated.
Sincerely,
/s/ Patricia L. Moss
Patricia L. Moss
Secretary
<PAGE>
CASCADE BANCORP
1100 NW Wall Street
Bend, Oregon 97701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on April 27, 1998
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders of
Cascade Bancorp (Bancorp), a bank holding company, and its wholly-owned
subsidiaries, Bank of the Cascades (the Bank) and Cascade Finance,
(collectively, "the Company") will be held on Monday, April 27, 1998, 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; and
(2) 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 13, 1998 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
/s/ Patricia L. Moss
PATRICIA L. MOSS
SECRETARY
Bend, Oregon
March 25, 1998
<PAGE>
PROXY STATEMENT
OF
CASCADE BANCORP
1100 N.W. Wall Street
Bend, Oregon 97701
(541) 385-6205
ANNUAL MEETING OF SHAREHOLDERS
April 27, 1998
This Proxy Statement and the accompanying form of proxy are being sent
to shareholders on or about March 25, 1998, for use in connection with the
solicitation of proxies by the Board of Directors of Cascade Bancorp
(Bancorp), a bank holding company, and its wholly-owned subsidiaries, Bank
of the Cascades (the Bank) and Cascade Finance, (collectively, "the Company"),
to be used at the 1998 Annual Meeting of Shareholders of the Company
(hereinafter called the "Meeting") which will be held on Monday, April 27,
1998, 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.
REVOCATION OF PROXIES
---------------------
Shareholders who execute proxies retain the right to revoke them at any
time prior to exercise. 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. 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 13, 1998, are
entitled to one vote for each share held. As of March 13, 1998, the Company
had 4,144,862 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 13,1998.
The following table sets forth, as of March 13, 1998, certain information
as to the shares of Common Stock beneficially owned by all executive officers
and directors as a group.
Beneficial % of Shares
Ownership (1) outstanding
-------------- -----------
All Executive Officers and
Directors as a Group (8 persons) 487,779 (2) 11.77%
- -----------
(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 of March 13,
1998. Such options were granted under the Company's 1994
Incentive Stock Option Plan. See "Benefits - Stock Option
Plan."
<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 Gary L. Hoffman, Patricia L.
Moss and L.A. Swarens.
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 not less than ten (10)
days prior to the Meeting date 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.
Year Shares of
First Common Stock
Elected Term to Owned at Percent
Name Age Director Expire March 13, 1998 (1)(2) of Class
- ---------------- --- -------- ------- ---------------------- --------
BOARD NOMINEES
Gary L. Hoffman 57 1984 2001(3) 43,554 1.05%
Patricia L. Moss 44 1993 2001(3) 62,074 1.50%
L.A. Swarens 65 1976 2001(3) 113,506 2.74%
DIRECTORS CONTINUING IN OFFICE
Gary L. Capps 62 1978 1999 62,474 1.51%
James E. Petersen 57 1986 1999 21,730 .52%
Jerol E. Andres 54 1993 2000 5,418 .13%
Roger J. Shields 60 1977 2000 56,366 1.36%
Jacob M. Wolfe 74 1976 2000 122,657 2.96%
- -----------
(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 of March 13,
1998. 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.
<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 1989 to 1997 Mr. Capps served as Executive Director of the Bend Chamber
of Commerce. Mr. Capps currently 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, Hansen, Arnett & Sayeg, LLP 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.
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. Since 1982 Mr.
Wolfe has owned and served as Chairman of the Board of Jake's Truck Stop in
Bend, Oregon.
ROGER J. SHIELDS. From 1977 to 1998 Mr. Shields served as President and
Chief Executive Officer of the Bank. He joined the Bank at its inception and
has over 37 years of banking experience. Mr. Shields currently serves as
President & CEO of the Company.
PATRICIA L. MOSS. From 1987 to 1998 Mrs. Moss 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 22 years of banking
experience. She currently is President & CEO of the Bank and remains
Executive Vice President, Chief Financial Officer and Secretary to the Board
of Directors of the Company.
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, 1997,
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 3 times during the
1997 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 1997 fiscal year.
<PAGE>
The Director's Loan Committee (L.A. Swarens as Chairperson) consists of
any two non-management members of the Board plus the loan officer seeking the
approval. Director's Loan committee meetings are scheduled on an as needed
basis. There were approximately approximately 52 loan committee meetings
during the 1997 fiscal year.
DIRECTOR COMPENSATION
---------------------
Members of the Board of Directors (excluding the executive officers)
receive $1,500 for attendance at each monthly Board meeting. The Chairman
of the Board receives $1,850 for attendance at each monthly Board meeting.
In addition, Directors receive $50 for attendance at each loan committee
meeting and are not compensated for other committee meetings.
EXECUTIVE COMPENSATION
----------------------
The following table sets forth, for the fiscal years ended December 31,
1997, 1996 and 1995, 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.
Summary Compensation Table
--------------------------
Long-term
Compensation
Annual compensation awards
------------------- ---------
Number of
Securities all
Name and Principal Underlying other
Position Year Salary Bonus options comp.
(1) (2)(#) (3)
- ------------------------- ---- ------- -------- ------ -------
Roger J. Shields 1997 $85,500 $ 95,910 11,000 $56,895
President/Chief Executive 1996 71,750 112,000 7,040 54,368
Officer/Director 1995 70,040 134,750 7,740 24,063
Patricia L. Moss 1997 77,500 64,492 9,000 27,448
Executive Vice President/ 1996 63,100 80,080 6,050 25,080
Chief Financial Officer/ 1995 59,750 96,250 6,656 15,473
Director/Secretary
- ----------
(1) Includes amounts contributed by the named executive officer
to the 401(k) profit sharing plan.
(2) Options to acquire shares of Common Stock as adjusted for
subsequent stock dividends and stock splits.
(3) Consists of the Company's contributions to the 401(k) profit
sharing plan and accrued earnings related to the salary
continuation plan for the benefit of the named executive
officers. See "Benefits - 401(k) Profit Sharing Plan and
Other Benefit Plans."
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.
<PAGE>
STOCK OPTIONS
-------------
The following table sets forth information regarding options for the
purchase of the Company's Common Stock, which were granted during 1997 to
the executive officers named in the Executive Compensation summary table.
<TABLE>
<CAPTION>
Option Grants in Fiscal 1997
Individual Grants
- --------------------------------------------------------------------------------------
% of total Potential realizable
securities granted to Exercise value at assumed
Underlying employees or base annual rates of stock
options in fiscal price Expiration price appreciation
Name granted year ($/sh) date for option term
- ---------------- ------- ------ ------ ---------- ------------------
5% 10%
------- --------
<S> <C> <C> <C> <C> <C> <C>
Roger J. Shields 11,000 19.3% $10.88 01/01/2007 $75,240 $190,740
Patricia L. Moss 9,000 15.8% $10.88 01/01/2007 $61,560 $156,060
</TABLE>
The following table sets forth information regarding option holdings for
for the year ended December 31, 1997 with respect to the executive officers
named in the Executive Compensation summary table.
<TABLE>
<CAPTION>
Aggregated Option Exericises in Last Fiscal Year
------------------------------------------------
and Fiscal Year End Option Values
---------------------------------
Value of unexercised
Number of unexercised in-the-money
on Value options at FY-End (#) options at FY-End ($)(1)
exercise realized ------------------------- -------------------------
Name (#) ($) Exercisable Unexerciable Exercisable Unexercisable
- ---------------- -------- ------- ----------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Roger J. Shields 17,302 $244,879 25,784 - $506,190 -
Patricia L. Moss - - 36,346 - $782,146 -
</TABLE>
- ----------
(1) On December 31, 1997, the fair market value of the Company's
Common Stock (the fair market value) was $28.00. For purposes
of the foregoing table, stock options with an exercise price
less than the fair market value are considered to be
"in-the-money" and are considered to have a value equal to
the difference between the fair market value and the exercise
price of the stock option multiplied by the number of shares
covered by the stock option.
BENEFITS
--------
BONUS PLAN. The Company 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). 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.
<PAGE>
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, 1997, ISO's for 179,982 shares
were granted at prices ranging from $3.76 to $11.16 per share, and 194,382
shares remained available for future grant. In January 1998, options for an
additional 46,000 shares were granted at a price of $28.00 per share.
401(K) PROFIT SHARING PLAN. The purpose of the Employees' 401(k) Profit
Sharing Plan (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
Company. Employees who are 18 years of age become eligible to participate
upon completion of (6) months or 1,000 hours of service. Employees are
allowed to contribute up to 10% of their salary to the Plan on a pre-tax
basis. 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 Plan. Employees are 100% vested in their contributions to the Plan
and are fully vested in the Company's contributions under the Plan after five
years of service at the Company. 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 Company
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 managers 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, 1997 was
approximately $4,054,000. Interest is earned on the insurance policies to
substantially offset the ongoing annual expense of the salary continuation
and fee continuation plans.
COMPENSATION COMMITTEE REPORT
-----------------------------
The intention of the Compensation Committee Report is to describe in
general terms the process the Committee undertakes and the matters it
considers in determining the appropriate compensation for the Company's
executive officers, including the executive officers who are named in the
enclosed Summary Compensation Table (the "Named Executives"). The Company,
acting through the Committee, believes that the Compensation of its Named
Executives and other key personnel should reflect and support the goals and
strategies that the Company has established.
COMPENSATION PHILOSOPHY. The Compensation Committee has two principal
objectives in determining executive compensation (1) to attract, reward and
retain key executive officers and (2) to motivate executive officers to
perform to the best of their abilities and to achieve short-term and long-term
corporate objectives that will contribute to the overall goal of enhancing
stockholders value.
ELEMENTS OF EXECUTIVE COMPENSATION. The elements of the Company's
compensation of executive officers are: (1) annual cash compensation in the
form of base salary and incentive bonuses, (2) long-term incentive compensation
in the form of Salary Continuation Agreements, (3) long-term incentive
compensation in the form of stock options granted under the Company's 1994
Incentive Stock Option Plan; and (4) other
<PAGE>
compensation and employee benefits generally available to all employees of the
Company, such as health insurance and employer contributions under the
Company's 401(k) Profit Sharing Plan.
The Committee believes that the Company's goals are best supported by
attracting and retaining well-qualified executive officers and other personnel
through competitive compensation arrangements, with emphasis on rewards for
outstanding contributions to the Company's success, with a special emphasis
on aligning the interests of executive officers and other personnel with those
of the Company's shareholders.
STOCK PERFORMANCE GRAPH
-----------------------
The following chart compares the yearly percentage change in the cumulative
shareholder return on the Company's Common Stock during the period beginning
January 24, 1994, when the Company first issued its shares publicly, and
ending December 31, 1997, with (i) the Total Return Index for the NASDAQ Stock
Market (U.S. Companies) as reported by the Center for Research in Securities
Prices and (ii) the Total Return Index for NASDAQ Bank Stocks as reported by
the Center for Research in Securities Prices. This comparison assumes $100.00
was invested on January 21, 1994, in the Company's Common Stock and the
comparison groups and assumes the reinvestment of all cash dividends prior to
any tax effect, and retention of all stock dividends and stock splits.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHICS
01/24/94 12/31/94 12/31/95 12/31/96 12/31/97
-------- -------- -------- -------- --------
Index
-----
Cascade Bancorp 100.00 145.75 201.00 282.75 728.00
Nasdaq - Total US 100.00 96.22 136.08 167.37 205.38
Nasdaq - Banks 100.00 100.14 149.14 196.90 332.64
<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 benef-
icially 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, 1997, 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.
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, 1997, 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 $1.45 million, which represented approximately 6% 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, Hansen, Arnett & Sayeg, LLP,
and serves as general counsel to the Company and the Bank.
AUDITORS
--------
Symonds, Evans & Larson served as the Company's independent auditors for
the fiscal year ended December 31, 1997. A representative of Symonds, Evans
& Larson, P.C. 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, 1998. 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 1997 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-K AND QUARTERLY REPORTS ON FORM 10-Q 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].
<PAGE>
PROXY
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 27, 1998, 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.
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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)
GARY L. HOFFMAN PATRICIA L. MOSS L.A. SWARENS
2. 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.
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This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. (IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.)
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 part-
nership, please sign in partnership name
by authorized person.
[ ] Please mark here if you plan
to attend the meeting.
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Signature
Dated: , 1998
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Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
