<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Mountain Bank Holding Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LETTERHEAD]
March 10, 1998
Dear Shareholders:
You are cordially invited to attend the annual meeting of shareholders
of Mountain Bank Holding Company on Tuesday, March 24, 1998, at 7:00 p.m. at
the VFW Hall, 44426 244th Avenue S.E., Enumclaw, Washington.
At this meeting you will be asked to elect four directors for a term
of three years and to ratify the appointment of accountants for the year 1998.
A proxy is enclosed with the Notice of Meeting and Proxy Statement.
Please indicate your voting instructions and sign, date, and return the proxy
promptly in the postage prepaid envelope provided. Whether or not you plan
to attend the annual meeting in person, it is important that you return the
enclosed proxy so that your shares are voted. A proxy that is returned
signed and dated but with no voting instructions will be voted in favor of
the matters and, in appropriate circumstances, will enable the Company's
management to adjourn the meeting to continue to solicit votes to approve
these matters. The proxy may be revoked in writing by the person giving it
at any time before it is exercised by notice of such revocation to the
Secretary of the Company, or by submitting a proxy having a later date, or by
such person appearing at the meeting and electing to vote in person.
During the meeting, 1997 activities will be reviewed and the Company's
plan for 1998 will be discussed.
Sincerely,
/s/
Roy T. Brooks
Chairman of the Board of Directors
<PAGE>
MOUNTAIN BANK HOLDING COMPANY
501 ROOSEVELT AVENUE
ENUMCLAW, WASHINGTON 98022
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 24, 1998
To the Shareholders of Mountain Bank Holding Company:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Mountain Bank Holding Company (the "Company") will be held at the VFW Hall,
located at 44426 244th Avenue SE, Enumclaw, Washington, on Tuesday, March 24,
1998, at 7:00 p.m. local time for the purpose of considering and voting upon
the following matters:
1. ELECTION OF DIRECTORS. To elect four (4) Directors to serve for a
term of three years or until their successors have been elected and
qualified.
2. RATIFICATION OF ACCOUNTANTS. To ratify the appointment of Knight,
Vale & Gregory, Inc., P.S., as the Company's independent auditors
for the year ending December 31, 1998; and
3. WHATEVER OTHER BUSINESS may properly come before the Annual Meeting
or any adjournments thereof.
Only those shareholders of record at the close of business on March 2,
1998, shall be entitled to notice of, and to vote at, the Annual Meeting or
any adjournments thereof.
Further information regarding voting rights and the business to be
transacted at the Annual Meeting is given in the accompanying Proxy
Statement. Your continued interest as a shareholder in the affairs of the
Company, its growth and development, is genuinely appreciated by the
directors, officers and personnel who serve you.
March 10, 1998 BY ORDER OF THE BOARD OF DIRECTORS
/s/
Roy T. Brooks, Chairman of the Board
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND DATE
YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.
RETENTION OF THE PROXY IS NOT NECESSARY FOR ADMISSION TO THE ANNUAL MEETING.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>
MOUNTAIN BANK HOLDING COMPANY
501 ROOSEVELT AVENUE
ENUMCLAW, WASHINGTON 98022
(360) 825-0100
PROXY STATEMENT
This Proxy Statement and the accompanying Proxy are being sent to
shareholders on or about March 10, 1998, for use in connection with the Annual
Meeting of Shareholders of Mountain Bank Holding Company (the "Company") to be
held on Tuesday, March 24, 1998. Only those shareholders of record at the close
of business on March 2, 1998, shall be entitled to vote. The number of shares
of the Company's $1.00 par value common stock (the "Common Stock"), outstanding
and entitled to vote at the Annual Shareholders Meeting is 806,296.
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of the Company, with the cost of solicitation borne by the Company.
Solicitation may be made by directors and officers of the Company and its bank
subsidiary, Mt. Rainier National Bank (the "Bank"). Solicitation may be made by
use of the mails, by telephone, facsimile and personal interview. The Company
does not expect to pay any compensation for the solicitation of proxies, except
to brokers, nominees and similar record holders for reasonable expenses in
mailing proxy materials to beneficial owners.
If the enclosed Proxy is duly executed and received in time for the
meeting, it is the intention of the persons named in the Proxy to vote the
shares represented by the Proxy FOR the four nominees listed in this Proxy
Statement, unless otherwise directed. Any proxy given by a shareholder may be
revoked before its exercise by notice to the Company in writing, by a
subsequently dated proxy, or at the Meeting prior to the taking of the
shareholder vote. The shares represented by properly executed, unrevoked
proxies will be voted in accordance with the specifications in the Proxy.
Shareholders have one vote for each share of Common Stock held. Shareholders
are not entitled to cumulate their votes in the election of directors.
1
<PAGE>
BUSINESS OF THE MEETING
There are two matters being presented for consideration by the shareholders
at the Annual Meeting.
ELECTION OF DIRECTORS
GENERAL
The Company's Restated Articles of Incorporation ("Articles") and Bylaws
provide that the number of directors must fall within a range of 5 and 25, the
exact number to be determined by an affirmative vote of a majority of the
directors or by resolution of the shareholders. The Bylaws also provide that
the Board of Directors may fill vacancies created on the Board, within certain
limits, provided that the number of directors shall at no time exceed 25.
Directors are elected for a term of three years and until their successors
have been elected and qualified. The Company's Articles require that the terms
of the directors be staggered such that approximately one-third of the directors
are elected each year.
In accordance with the above, the Board of Directors has nominated Messrs.
Kombol and Raeder and Van Beek and Zurcher for election as directors for
three-year terms to expire in the year 2001. If either Messrs. Kombol or Raeder
or Van Beek or Zurcher should refuse or be unable to serve, your Proxy will be
voted for such person as shall be designated by the Board of Directors to
replace any such nominee. The Board of Directors presently has no knowledge
that any of the nominees will refuse or be unable to serve.
Other nominations, if any, may be made only in accordance with the prior
notice provisions contained in the Bylaws of the Company.
2
<PAGE>
INFORMATION WITH RESPECT TO NOMINEES AND
DIRECTORS WHOSE TERMS CONTINUE
The following tables set forth certain information with respect to the
nominees for director and for directors whose terms continue. The table below
includes their ages, their principal occupations during the past five years, and
the year first elected or appointed a director of the Company. The table also
indicates the number of shares of Common Stock beneficially owned by each
individual on January 31, 1998, and the percentage of Common Stock outstanding
on that date that the individual's holdings represented. However, where
beneficial ownership was less than one percent of all outstanding shares, the
percentage is not reflected in the table.
<TABLE>
<CAPTION>
Shares and
Percentage of
Common Stock
Principal Occupation Beneficially
Name, Age and of Director During Owned as of
Tenure as Director Last Five Years January 31, 1998
- --------------------- -------------------- ----------------
(1)(2)
NOMINEES FOR DIRECTOR FOR THREE YEAR TERM EXPIRING 2001
-------------------------------------------------------
<S> <C> <C>
Barry C. Kombol, 47 Attorney in private practice 13,140
Since 1993 1.62%
John W. Raeder, 61 Chairman, Universal Refrigeration, 18,928
Since 1993 Inc. 2.33%
Garrett S. Van Beek, 62 Owner, Van Beek & Sons Dairy 21,086(3)
Since 1993 2.60%
Hans R. Zurcher, 61 Partner, Zurcher Dairy 22,914
Since 1993 2.82%
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES TO BE
ELECTED AS DIRECTORS.
(1) Shares held directly with sole voting and sole investment power, unless
otherwise indicated.
(2) Share amounts include stock options which are exercisable within 60 days
as follows: Mr. Brooks 4,000 shares; Ms. Bowen-Hahto 6,000 shares; Mr.
Moergeli 7,000 shares; Mr. Kombol 6,000 shares; Mr. Raeder 6,000 shares;
Mr. Van Beek 6,000 shares; Mr. Zurcher 6,000 shares; Mr. Gallagher 6,000
shares; Mr. Garrison 6,000 shares; and Mr. Jones 6,000 shares.
(3) Includes 2,743 shares held by Mr. Van Beek's spouse and 4,343 held
jointly with his spouse.
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS WITH TERM EXPIRING IN 1999
------------------------------------
<S> <C> <C>
Brian W. Gallagher, 48 President and Principal Owner, 22,763(4)
Since 1993 Northern Transport, Inc. 2.80%
Terry L. Garrison, 53 President and Owner, Garrison & 13,345(5)
Since 1993 Associates 1.64%
Michael K. Jones, Sr., 55 Certified Public Accountant, 26,070(6)
Since 1993 Principal Owner, Jones & 3.21%
Associates, Inc., P.S.
DIRECTORS WITH TERM EXPIRING IN 2000
------------------------------------
<S> <C> <C>
Roy T. Brooks, 57 Chairman and President of the 27,892(7)
Since 1993 Company; Chairman of 3.44%
the Bank; CEO, Chairman and part
owner of Westmark Electronics
Susan K. Bowen-Hahto, 49 President and Owner of Travel 15,000(8)
Since 1993 Line 1.85%
Steve W. Moergeli, 44 President and CEO of the Bank; 11,782
Since 1997 Vice-President and Credit 1.45%
Administrator of the Bank
</TABLE>
(4) Includes 3,035 held jointly with Mr. Gallagher's spouse; 3,430 shares
held in trust for the benefit of Mr. Gallagher's children; 1,000 held by
Mr. Gallagher's spouse; and 2,568 held by Mr. Gallagher's children.
(5) Includes 345 shares held in a trust for the benefit of Mr. Garrison's
children.
(6) Includes 4,400 shares held by Mr. Jones' spouse; 2,260 shares held in
trusts for the benefit of Mr. Jones' children, and 210 held by Mr.
Jones' children.
(7) Includes 3,300 shares held jointly with spouse.
(8) Includes 1,000 shares held jointly with spouse and 1,200 shares held in
trusts for the benefit of Ms. Bowen-Hahto's children.
4
<PAGE>
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The following sets forth information concerning the Board of Directors and
Committees of the Company during the fiscal year ended 1997.
BOARD OF DIRECTORS
The Company held ten (10) Board meetings in 1997. Each director attended
at least 75 percent of the aggregate of (i) the total number of meetings of the
Board of Directors, and (ii) the total number of meetings held by all committees
on which he or she served.
CERTAIN COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company have established an Executive and an
Audit Committee. When the need arose the full Board served as the Nominating
Committee and the Compensation Committee.
AUDIT COMMITTEE. The main function of the Audit Committee includes
reviewing the plan, scope, and audit results of the independent auditors, as
well as reviewing and approving the services of the independent auditors. The
Audit Committee reviews or causes to be reviewed the reports of bank regulatory
authorities and reports its conclusions to the Board of Directors. The Audit
Committee also reviews procedures with respect to the Company's records and its
business practices, and reviews the adequacy and implementation of the internal
auditing, accounting and financial controls. The Committee held seven (7)
meetings during the year. For fiscal 1997, members of the Audit Committee
consisted of Messrs. Kombol (Chairperson), Brooks, and Raeder.
EXECUTIVE COMMITTEE. The main function of the Executive Committee is to
establish the agenda for the Company's Board of Directors meeting, to receive
reports from the Executive Officers regarding their activities and the
implementation of the Company's business plan, and to ensure the Company's
strategic planning process is being followed. The Committee held one (1)
meeting during the year. For the fiscal year 1997, members of the Executive
Committee consisted of Messrs. Brooks (Chairman), Gallagher, Garrison, Kombol,
Moergeli, and Van Beek.
5
<PAGE>
COMPENSATION OF DIRECTORS
The Company and the Bank have established a program by which non-employee
directors receive compensation as follows:
COMPANY. The Directors receive no retainers, nor fees for meetings
attended.
BANK. The Chairman of the Board receives no separate compensation for
serving as Chairman; each non-employee Director (other than the Chairman)
receives an annual retainer of $6,000; and each committee member receives a fee
of $50.00 for each meeting attended.
1990 DIRECTOR STOCK OPTION PLAN
At the first Annual Meeting of Shareholders of the Bank, the shareholders
approved the 1990 Director Stock Option Plan (the "Director Plan"). The
Director Plan has been assumed and adopted by the Company. Under the terms of
the Director Plan, an outside director is granted an option to purchase 6,000
shares of Common Stock upon his or her initial election to the Board of
Directors at an exercise price equal to the fair market value of such shares on
the date of grant. The options are exercisable on a cumulative basis in annual
installments of one third each on the third, fourth and fifth anniversary of the
date of grant. The service as a director must be continuous for such vesting to
occur.
A total of 60,000 shares of the Company's Common Stock may be issued under
the Director Plan. Options to purchase 54,000 at $5.00 per share were issued on
June 13, 1990, and expire on June 13, 2005. All options are presently exercised
or exercisable. No option can be exercised after the expiration of 15 years
from the date of grant.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth a summary of certain information concerning
compensation awarded to or paid by the Company for services rendered in all
capacities, during the last three fiscal years to the Chief Executive Officer
and the most highly compensated executive officers of the Company, whose total
compensation during the last fiscal year exceeded $100,000.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Name and Year Long Term All Other
Principal Annual Compensation Compensation Compen-
Position -------------------------------------------- sation
Other Awards Payouts
Annual
Salary Bonus Compen-
(1) sation
(2) -----------------
Options LTIP
Payouts
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Roy T. Brooks 1997 $46,700 $ 0 $ 0 5,000 0 $ 0
Chairman, CEO (3) (4)
& President
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
</TABLE>
(1) Includes bonuses paid or to be paid during the subsequent year but
attributable to the year indicated.
(2) Does not include amounts attributable to miscellaneous benefits received
by executive officers, including the use of company-owned automobiles
and the payment of certain club dues. In the opinion of management, the
costs to the Company of providing such benefits to any individual
executive officer during the year ended December 31, 1997, did not
exceed the lesser of $50,000 or 10% of the total of annual salary and
bonus reported for the individual.
(3) Mr. Brooks received annual compensation of $46,700 for his duties as a
consultant to the Company and the Bank.
(4) Mr. Brooks was granted options for 5,000 shares in recognition of his
role as President of Mt. Rainier National Bank from the time of the
former President's resignation in December 1996 until the Bank's new
President was appointed in March 1997.
7
<PAGE>
STOCK OPTIONS
OPTION GRANTS. The following table sets forth certain information
concerning grants of stock options pursuant to stock option plans by the named
executive officers during the year ended December 31, 1997.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Number of % of Total
Securities Options Exercise or Base Expiration
Underlying Granted to Price ($/Share) Date
Options Employees
Name Granted in Fiscal Year
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Roy T. Brooks 5,000(1) 24.4% $12.50 08/01/2007
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
</TABLE>
(1) 1,666 shares will become fully vested and exercisable on
08/01/2000; 1,667 shares will become fully vested and exercisable on
08/01/2001; and 1,667 shares will become fully vested and exercisable on
08/01/2002.
OPTION EXERCISES. The following table sets forth certain information
concerning exercises of stock options pursuant to stock option plans by the
named executive officers during the year ended December 31, 1997, and stock
options held at year end.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Number of Value of
Unexercised Unexercised Options at
Shares Options at Year End Year End (1)
Acquired Value
Name on Realized
Exercise --------------------------------------------
Exer- Unexer- Exer- Unexer-
cisable cisable cisable cisable
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Roy T. Brooks -- -- 4,000 5,000 $30,000 -0-(2)
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
</TABLE>
(1) On December 31, 1997, the closing price of Common Stock was $12.50. 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 this amount
and the exercise price of the stock option multiplied by the number of
shares covered by the stock option.
(2) The unexercisable options were granted at market price.
8
<PAGE>
1990 EMPLOYEE STOCK OPTION PLAN
At the first Annual Meeting of Shareholders of the Bank, the shareholders
approved the 1990 Employee Stock Option Plan (the "Employee Plan"). The
Employee Plan has been assumed and adopted by the Company. Under the terms of
the Employee Plan, both incentive and non-qualified options may be granted to
key employees of the Bank. The exercise price of the options may not be less
than 100% of the fair market value of the shares of the Company on the date in
which the option is granted. In general, an incentive stock option may be
exercised during a period of not more than 10 years from the date of grant,
although a shorter period may be specified, and in such amounts as the Board may
determine. A non-qualified stock option may be exercised during the period
specified by the Board. The Board has the authority to thereafter accelerate
the period within which any option may be exercised.
A total of 60,000 shares may be issued under the Employee Plan. At
December 31, 1997, there were outstanding options to purchase 52,500 shares of
the Company's Common Stock and 7,500 shares remain available under the Employee
Plan for future grant.
DEFERRED COMPENSATION PLANS
In 1993, the Bank established a deferred compensation agreement with a
Director under which the Director will defer his Director's fees. The Bank has
also purchased a whole-life insurance policy which may be used to fund benefits
under the deferred compensation agreement.
9
<PAGE>
401(k) PLAN
The Company's 401(k) Plan allows for pre-tax employee contributions up to
IRS maximum limits with a Company match of 50% of the first 6% of employee
contribution. Employee elective contributions are 100% vested at all times.
Matching contributions have a two year vesting schedule, and beginning the third
year, are 100% vested.
As a result of the tax qualification of the 401(k) Plan, employees are not
subject to federal or state income taxation on the employee elective
contributions, employer contributions or earnings thereon until those amounts
are distributed from the 401(k) Plan, although the Company continues to receive
a compensation expense deduction for compensation paid.
EMPLOYEE STOCK PURCHASE PLAN
In order to incent and facilitate the purchase of Company Common Stock by
employees, the Board adopted and shareholders approved at the 1996 Annual
Meeting, the 1995 Employee Stock Purchase Plan (the "Purchase Plan"). The
Purchase Plan makes available 20,000 shares of Company Common Stock for purchase
by eligible employees through a payroll deduction method. The purchase price is
the lower of the market price of the Company's Common Stock at the beginning or
end of the plan year.
10
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table provides certain information with respect to executive
officers and directors as a group. The Company is not aware of any person who
at December 31, 1997, beneficially owned more than five percent of its
outstanding Common Stock.
OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
Shares and Percentage of
Name Common Stock Beneficially Owned
- ---- -------------------------------
<S> <C>
Executive officers and 201,408 (23.09%)(1)
directors as a group
(12 individuals)
</TABLE>
(1) Includes 66,000 shares subject to options that could be exercised within
60 days.
EXECUTIVE OFFICERS
The following table sets forth information with respect to executive
officers who are not directors or nominees for director of the Company, and are
not otherwise named in the compensation table.
<TABLE>
<CAPTION>
Relationship with the Company and
Name and Age business experience during the last five years
- ------------ ----------------------------------------------
<S> <C>
Sheila M. Brumley, 43 Chief Financial Officer; Senior Vice President
and Cashier of the Bank
Sterlin E. Franks, 51 Vice President and Credit Administrator of the
Bank; Bank branch management and bank
administration
</TABLE>
TRANSACTIONS WITH MANAGEMENT
Various of the directors and officers of the Company, members of their
immediate families, and firms in which they had an interest were customers of
and had transactions with the Bank during 1997 in the ordinary course of
business. Similar transactions may be expected to take place in the ordinary
course of business in the future. All outstanding loans and commitments
included in such transactions were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not, in the opinion of
management, involve more than the normal risk of collectibility nor present
other unfavorable features.
Mr. Brooks, Chairman of the Board and Chief Executive Officer and President
of the Company, serves as a consultant to the Company and the Bank, for which he
receives $4,000 a month in compensation.
11
<PAGE>
COMPLIANCE WITH SECTION 16(a) FILING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, ("Section
16(a)") 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 reports with the Securities and Exchange Commission with respect to
beneficial ownership of the Company's Securities. The Company has adopted
procedures to assist its directors and executive officers in complying with the
Section 16(a) filings.
Based solely upon the Company's review of the copies of the filings which
it received with respect to the fiscal year ended December 31, 1997, or written
representations from certain reporting persons, the Company believes that all
reporting persons made all filings required by Section 16(a) in a timely manner,
except that the following individuals inadvertently failed to file the following
forms: (1) the Form 3 for VP/Credit Administrator Sterlin Franks, who was
appointed as an executive officer of the Bank in October 1997; (2) Forms 4 for
Executive Officer Franks and Directors Brooks, Gallagher, Garrison, Jones,
Kombol, Moergeli, Raeder and Van Beek to report shares purchased during the
Company's stock offering that closed in December 1997, but for which shares were
not issued until January 1998; and (3) Form 4 for Director Gallagher to report
shares purchased in a private sale in June 1997. All ownership changes described
above have been reported on Forms 5 filed with the SEC on February 13, 1998.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
At the Annual Meeting, stockholders of the Company will be asked to ratify
the appointment of Knight, Vale & Gregory, Inc., P.S., as the Company's
independent auditors for the year ending December 31, 1998. This appointment
was recommended by the Audit Committee of the Bank and approved by the Board of
Directors of the Company and the Bank. If the stockholders of the Company do
not ratify the appointment of Knight, Vale & Gregory, Inc., P.S., the
appointment will be reconsidered by the Board of Directors of the Company.
Knight, Vale & Gregory, Inc., P.S. has audited the Company since its
formation and the Bank for many years. Audit services performed by Knight, Vale
& Gregory, Inc., P.S. include examinations of the financial statements of the
Company, limited reviews of interim financial information, services related to
filings with regulatory authorities and consultations on matters related to
accounting and financial reporting.
A representative of Knight, Vale & Gregory, Inc., P.S. will be present at
the Annual Meeting and available to respond to appropriate questions and will be
given an opportunity to make a statement if the representative chooses to do so.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE BY STOCKHOLDERS FOR
RATIFICATION OF KNIGHT, VALE & GREGORY, INC., P.S. AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 1998. THE AFFIRMATIVE VOTE OF THE
HOLDERS OF A MAJORITY OF THE ISSUED AND OUTSTANDING COMMON STOCK PRESENT IN
PERSON OR BY PROXY AT THE ANNUAL MEETING IS REQUIRED TO APPROVE THIS PROPOSAL.
12
<PAGE>
OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before the
shareholders at the Annual Meeting. In the event other matters are presented
for a vote at the Meeting, the proxy holders will vote shares represented by
properly executed proxies in their discretion in accordance with their judgment
on such matters.
At the Meeting, management will report on the Company's business and
shareholders will have the opportunity to ask questions.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1999 Annual
Shareholders' Meeting must be received by the Secretary of the Company prior to
December 1, 1998, for inclusion in the 1999 Proxy Statement and form of proxy.
ANNUAL REPORT TO SHAREHOLDERS
ANY SHAREHOLDER MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-KSB FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1997,
INCLUDING FINANCIAL STATEMENTS. Written requests for the Form 10-KSB should be
addressed to Sheila Brumley, CFO, Mountain Bank Holding Company, 501 Roosevelt
Avenue, Enumclaw, Washington 98022.
March 10, 1998 BY ORDER OF THE BOARD OF DIRECTORS
/s/
Roy T. Brooks, Chairman of the Board
13
<PAGE>
MOUNTAIN BANK HOLDING COMPANY
PROXY
PLEASE SIGN AND RETURN IMMEDIATELY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Susan K. Bowen-Hahto and Garrett S. Van
Beek and each of them (with full power to act alone) as Proxies, with full
power of substitution, and hereby authorizes them to represent and to vote,
as designated below, all the shares of common stock of Mountain Bank Holding
Company held of record by the undersigned on March 2, 1998, at the annual
meeting of shareholders to be held on March 24, 1998, or any adjournment of
such Meeting.
1. ELECTION OF DIRECTORS
A. I vote FOR all nominees listed below (except as marked to the
contrary below) / /
B. I WITHHOLD AUTHORITY to vote for any individual nominee whose name I
have struck a line through in the list below / /
Barry C. Kombol DIAMOND John W. Raeder DIAMOND Garrett S. Van Beek
DIAMOND Hans R. Zurcher
2. RATIFICATION OF INDEPENDENT AUDITORS. Ratification of the appointment of
Knight, Vale & Gregory, Inc., P.S., as the Company's independent auditors
for the year ending December 31, 1998.
FOR / / AGAINST / / ABSTAIN / /
3. WHATEVER OTHER BUSINESS may properly be brought before the meeting or
any adjournment thereof.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" AND WILL BE VOTED "FOR" THE
PROPOSITIONS LISTED UNLESS AUTHORITY IS WITHHELD OR A VOTE AGAINST OR AN
ABSTENTION IS SPECIFIED, IN WHICH CASE THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATION SO MADE.
Management knows of no other matters that may properly be, or which are
likely to be, brought before the Meeting. However, if any other matters are
properly presented at the Meeting, this Proxy will be voted in accordance
with the recommendations of management.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSITIONS.
_______________________________, 1998
_____________________________________
_____________________________________
WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE. IF MORE
THAN ONE TRUSTEE, ALL SHOULD SIGN.
ALL JOINT OWNERS MUST SIGN.
