<PAGE>
================================================================================
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 Section 240.14a-11(c) or Section 240.14a-12
PACIFIC CREST CAPITAL, INC.
- --------------------------------------------------------------------------------
(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)(4) 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:
Pacific Crest Capital, Inc.
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF PACIFIC CREST CAPITAL, INC.]
PACIFIC CREST CAPITAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 8, 1997
Notice is hereby given that the annual meeting (the "Meeting") of the
stockholders of Pacific Crest Capital, Inc. (the "Company") will be held on
Thursday, May 8, 1997 at the Hyatt Westlake Plaza, Salon Dos, 880 South Westlake
Boulevard, Westlake Village, California 91361 at 2:00 p.m. for the following
purposes:
1. ELECTION OF DIRECTORS. To elect one person to the Board of Directors
for a term of three years and to serve until his or her successor is
elected and qualified, as more fully described in the accompanying
Proxy Statement.
2. RE-APPROVAL OF 1993 EQUITY INCENTIVE PLAN. To re-approve the 1993
Equity Incentive Plan pursuant to which directors and officers may be
granted certain stock-based awards.
3. OTHER BUSINESS. To transact such other business as may properly come
before the Meeting and at any and all adjournments thereof.
Only those stockholders of record at the close of business on March 12,
1997 shall be entitled to notice of and to vote at the Meeting.
STOCKHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY IN THE POSTAGE
PREPAID ENVELOPE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT THEY PLAN TO ATTEND THE
MEETING IN PERSON. STOCKHOLDERS WHO ATTEND THE MEETING MAY WITHDRAW THEIR PROXY
AND VOTE IN PERSON IF THEY WISH TO DO SO.
By order of the Board of Directors
/s/ Robert J. Dennen
ROBERT J. DENNEN
Secretary
Agoura Hills, California
April 7, 1997
<PAGE>
[LOGO OF PACIFIC CREST CAPITAL, INC.]
PACIFIC CREST CAPITAL, INC.
30343 CANWOOD STREET
AGOURA HILLS, CALIFORNIA 91301
(818) 865-3300
-----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, MAY 8, 1997
-----------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors ("Board of Directors") of Pacific Crest
Capital, Inc. (the "Company") for use at the annual meeting ("Meeting") of the
stockholders ("Stockholders") of the Company to be held on Thursday, May 8, 1997
at the Hyatt Westlake Plaza, Salon Dos, 880 South Westlake Boulevard, Westlake
Village, California 91361 at 2:00 p.m. and at any adjournment thereof. This
Proxy Statement and the enclosed proxy card ("Proxy") and other enclosures will
be first mailed to Stockholders on or about April 7, 1997. Only Stockholders of
record on March 12, 1997 ("Record Date") are entitled to vote in person or by
proxy at the Meeting or any adjournment thereof.
MATTERS TO BE CONSIDERED
The matters to be considered and voted upon at the Meeting will be:
1. ELECTION OF DIRECTORS. To elect one person to the Board of Directors for
a term of three years and to serve until his or her successor is
elected and qualified. The Board of Directors' nominee is:
Rudolph I. Estrada
2. RE-APPROVAL OF 1993 EQUITY INCENTIVE PLAN. To re-approve the 1993
Equity Incentive Plan pursuant to which directors and officers may be
granted certain stock-based awards.
3. OTHER BUSINESS. To transact such other business as may properly come
before the Meeting and at any and all adjournments thereof.
1
<PAGE>
COSTS OF SOLICITATIONS OF PROXIES
This solicitation of Proxies is made on behalf of the Board of Directors of
the Company and the Company will bear the costs of solicitation. The expense of
preparing, assembling, printing and mailing this Proxy Statement and the
materials used in this solicitation of Proxies also will be borne by the
Company. It is contemplated that Proxies will be solicited principally through
the mail, but directors, officers and regular employees of the Company or its
subsidiary, Pacific Crest Investment and Loan ("Pacific Crest Investment"), may
solicit Proxies personally or by telephone. In addition, the Company has
engaged Corporate Investor Communications to assist in the distribution and
solicitation of Proxies, for which the Company has agreed to pay a fee of
$2,500. Although there is no formal agreement to do so, the Company may
reimburse banks, brokerage houses and other custodians, nominees and fiduciaries
for their reasonable expenses in forwarding these proxy materials to their
principals.
OUTSTANDING SECURITIES AND VOTING RIGHTS; REVOCABILITY OF PROXIES
The authorized capital of the Company consists of 10,000,000 shares of
common stock, par value $.01 per share ("Common Stock"), of which 2,967,367
shares were issued and outstanding on the Record Date, and 2,000,000 shares of
serial preferred stock, $.01 per share, of which no shares were issued and
outstanding on the Record Date. A majority of the outstanding shares of Common
Stock constitutes a quorum for the conduct of business at the Meeting.
Abstentions will be treated as shares present and entitled to vote for purposes
of determining the presence of a quorum. Each holder of Common Stock is
entitled to one vote, in person or by proxy, for each share of Common Stock
standing in his or her name on the books of the Company as of the Record Date on
any matter submitted to the Stockholders. The Company's Certificate of
Incorporation does not authorize cumulative voting. In the election of
directors, the person receiving the highest number of votes "FOR" will be
elected. Accordingly, abstentions from voting and votes "WITHHELD" in the
election of directors have no legal effect. The affirmative vote of a majority
of the shares present or represented at the Meeting and entitled to vote on the
proposal is required to re-approve the 1993 Equity Incentive Plan. Accordingly,
abstentions from voting and broker non-votes will have the effect of a vote
"AGAINST" the proposal.
A Proxy for use at the Meeting is enclosed. The Proxy must be signed and
dated by you or your authorized representative or agent. You may revoke a Proxy
at any time before it is exercised at the Meeting by submitting a written
revocation to the Secretary of the Company or a duly executed proxy bearing a
later date or by voting in person at the Meeting.
If you hold your Common Stock in "street name" and you fail to instruct
your broker or nominee as to how to vote your Common Stock, your broker or
nominee may, in its discretion, vote your Common Stock "FOR" the election of the
Board of Director's nominee. However, under applicable stock exchange rules
your broker or nominee may not be able to vote your shares with respect to the
proposal to re-approve the 1993 Equity Incentive Plan without your specific
instructions. THEREFORE, FAILURE TO TIMELY RETURN A PROPERLY EXECUTED PROXY
CARD OR TO VOTE IN PERSON AT THE MEETING MAY CONSTITUTE, IN EFFECT, A VOTE
"AGAINST" RE-APPROVAL OF THE 1993 EQUITY INCENTIVE PLAN. IT IS IMPORTANT THAT
EVERY STOCKHOLDER INSTRUCT HIS OR HER BROKER OR NOMINEE AS TO HOW TO VOTE HIS OR
HER SHARES OF COMMON STOCK.
2
<PAGE>
Unless revoked, the shares of Common Stock represented by Proxies will be
voted in accordance with the instructions given thereon. In the absence of any
instruction in the Proxy, your shares of Common Stock will be voted "FOR" the
election of the nominee for director set forth herein and "FOR" the proposal to
re-approve the 1993 Equity Incentive Plan.
The enclosed Proxy confers discretionary authority with respect to any
other proposals which properly may be brought before the Meeting. As of the
date hereof, management is not aware of any other matters to be presented for
action at the Meeting. However, if any other matters properly come before the
Meeting, the Proxies solicited hereby will be voted by the Proxyholders in
accordance with the recommendations of the Board of Directors.
BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Common Stock as
of the Record Date by (i) each person known to the Company to own more than 5%
of the outstanding Common Stock, (ii) the directors and nominees for director of
the Company, (iii) the Chief Executive Officer and four other executive officers
of the Company whose salary and bonus in 1996 exceeded $100,000 (the "Named
Executives"), and (iv) the Named Executives and the directors of the Company, as
a group:
<TABLE>
<CAPTION>
Name and Number of
Address of Shares Percent
Beneficial Beneficially of
Owner Owned/(1)/ Class/(2)/
- -------------------------------- ------------- -----------
<S> <C> <C>
WELLINGTON MANAGEMENT CO., LLP 293,000/(3)/ 9.87%
75 State Street
Boston, MA 02109
KENNEDY CAPITAL MANAGEMENT, INC. 278,100/(4)/ 9.37%
10829 Olive Blvd.
St. Louis, MO 63141
DELTEC ASSET MANAGEMENT CORP. 261,300/(5)/ 8.81%
535 Madison Avenue
New York, NY 10022
KRAMER SPELLMAN, L.P. 175,500/(6)/ 5.91%
600 Steamboat Road
Greenwich, CT 06830
GUARDIAN LIFE INSURANCE COMPANY 151,831/(7)/ 5.12%
OF AMERICA
201 Park Avenue South
New York, NY 10003
GARY WEHRLE 158,317/(8)/ 5.30%
President, Chief Executive Officer
and Chairman of the Board
RUDOLPH I. ESTRADA 2,083/(9)/ *
Director; Nominee
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
MARTIN J. FRANK 17,175/(10)/ *
Director
RICHARD S. ORFALEA 3,041/(11)/ *
Director
STEVEN J. ORLANDO 1,666/(12)/ *
Director
GONZALO FERNANDEZ 8,098/(13)/ *
Executive Vice President
JOSEPH FINCI 3,764/(14)/ *
Senior Vice President
LYLE C. LODWICK 13,205/(15)/ *
Executive Vice President
BARRY L. OTELSBERG 40,509/(16)/ 1.36%
Executive Vice President
All Directors and Executive 247,858/(17)/ 8.19%
Officers, as a group (9 persons)
</TABLE>
- ---------------
* Less than 1%.
/(1)/ Except as otherwise noted and except as required by applicable community
property laws, each person has sole voting and disposition powers with
respect to the shares.
/(2)/ Shares which the person (or group) has the right to acquire within 60 days
after the Record Date are deemed to be outstanding in calculating the
percentage ownership of the person (or group), but are not deemed to be
outstanding as to any other person (or group).
/(3)/ As reported in the Schedule 13G/A filed by Wellington Management Co., LLP
with the Securities and Exchange Commission on February 14, 1997.
/(4)/ As reported in the Schedule 13G filed by Kennedy Capital Management with
the Securities and Exchange Commission on February 10, 1997.
/(5)/ As reported in the Schedule 13G filed by Deltec Asset Management Corp.
with the Securities and Exchange Commission on February 3, 1977.
/(6)/ As reported in the Schedule 13D filed by Kramer Spellman, L.P. with the
Securities and Exchange Commission on November 11, 1996.
/(7)/ As reported in the Schedule 13G (Amendment No. 1) filed by Guardian Life
Insurance Company of America with the Securities and Exchange Commission
on February 14, 1997.
/(8)/ Includes 22,196 shares of Common Stock issuable upon the exercise of stock
options vested pursuant to the Company's 1993 Equity Incentive Plan.
4
<PAGE>
/(9)/ Represents 1,875 shares of Common Stock issuable upon exercise of stock
options vested pursuant to the Company's 1993 Equity Incentive Plan.
/(10)/ Includes 6,300 shares of Common Stock held by the I.E. Falk Exemption
Equivalent Trust, of which Mr. Frank's wife is the trustee and as to
which Mr. Frank disclaims beneficial ownership, and 1,875 shares of
Common Stock issuable upon exercise of stock options vested pursuant to
the Company's 1993 Equity Incentive Plan.
/(11)/ Includes 1,875 shares of Common Stock issuable upon exercise of stock
options vested pursuant to the Company's 1993 Equity Incentive Plan.
/(12)/ Includes 500 shares of Common Stock issuable upon exercise of stock
options vested pursuant to the Company's 1993 Equity Incentive Plan.
/(13)/ Includes 6,660 shares of Common Stock issuable upon the exercise of stock
options vested pursuant to the Company's 1993 Equity Incentive Plan.
/(14)/ Includes 2,997 shares of Common stock issuable upon exercise of stock
options vested pursuant to the Company's 1993 Equity Incentive Plan.
/(15)/ Includes 11,098 shares of Common Stock issuable upon exercise of stock
options vested pursuant to the Company's 1993 Equity Incentive Plan.
/(16)/ Includes 11,098 shares of Common Stock issuable upon the exercise of
stock options vested pursuant to the Company's 1993 Equity Incentive
Plan.
/(17)/ Includes 60,174 shares of Common Stock issuable upon exercise of options
vested pursuant to the Company's 1993 Equity Incentive Plan.
5
<PAGE>
ELECTION OF DIRECTORS
BOARD OF DIRECTORS AND NOMINEES
The Company's Certificate of Incorporation and Bylaws provide that, except
as provided by the terms of any series of Preferred Stock or any other class of
securities having a preference over the Common Stock, the number of directors
shall be determined from time to time by the Board of Directors but may not be
less than five. The Board of Directors is currently composed of five members.
The Bylaws further provide for the division of the directors of the Company into
three classes of approximately equal size. One member of Class I shall be
elected to a three year term at the annual meeting of Stockholders in 1997, two
members of Class II shall be elected to a three year term at the annual meeting
of Stockholders in 1998, and two members of Class III shall be elected to a
three year term at the annual meeting of stockholders in 1999.
The director proposed for re-election, Rudolph I. Estrada, was appointed to
the initial Board of Directors in 1993. Mr. Estrada has indicated his
willingness to serve, and unless otherwise instructed, Proxies will be voted in
such a way as to effect, if possible, the election of Mr. Estrada. In the event
that Mr. Estrada should be unable to serve as a director, it is intended that
the Proxies will be voted for the election of such substitute nominee, if any,
as shall be designated by the Board of Directors. Management has no reason to
believe that Mr. Estrada will be unavailable.
None of the directors, nominees for director or executive officers were
selected pursuant to any arrangement or understanding, other than with the
directors and executive officers of the Company acting within their capacity as
such. There are no family relationships among directors or executive officers
of the Company. As of the date hereof, no directorships are held by any
director with a company which has a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or subject to the requirements of Section 15(d) of the Exchange Act or any
company registered as an investment company under the Investment Company Act of
1940, except Mr. Estrada, who is a director of Monarch Funds, a registered
investment company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEE.
The following table sets forth certain information with respect to the
nominee for director, and the current directors and executive officers of the
Company. All directors of the Company are also directors of Pacific Crest
Investment. Officers will serve at the pleasure of the Board of Directors,
subject to restrictions set forth in their employment agreements. See "ELECTION
OF DIRECTORS -- Executive Compensation -- Employment Agreements and Termination
of Employment Arrangements".
6
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation or Employment
Name Age and Occupation for the Past Five Years
- ---------------------------- --- ------------------------------------------
<S> <C> <C>
Rudolph I. Estrada/(1)/ 49 Nominee; Class I Director of the Company;
President and Chief Executive Officer of
The Summit Group, a banking and business
consulting company since 1988; Presidential
appointee to the White House Commission on
Small Business in 1993; Chairman of
California Small Business Roundtable since
1995; Professor (Adjunct) of Finance and
Management and Director of the Small
Business Institute at California State
University since 1986; Corporate Lending
Manager, Tokai Bank, from 1982 to 1987; Los
Angeles District Director, U.S. Small
Business Administration, from 1980 to 1982.
Martin J. Frank/(2)/ 60 Class II Director of the Company; self-
employed in movie development; Managing
member, Cadillac LLC, a movie production
company; Chairman of Moonshadow
Entertainment, a movie production company
from January 1, 1995 to December 31, 1996;
Chairman of A. Frank Productions, a movie
production company, from February 1992 to
December 1993; owner of Martin J. Frank
Consulting, a management consulting
company, from February 1992 to December
1996; retired as Managing Director from
Towers, Perrin, Forster & Crosby, Inc. from
1969 to February 1992.
Richard S. Orfalea/(3)/ 55 Class III Director of the Company; Director
of Mergers and Acquisitions, Director of
International Expansion, Kinko's Graphics
Corp. from 1990 to present; Manager of
California Federal Bank, Merchant Banking
Unit, Los Angeles Commercial Banking Office
of California Federal Bank from 1983 to
1990.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation or Employment
Name Age and Occupation for the Past Five Years
- ---------------------------- --- ------------------------------------------
<S> <C> <C>
Steven J. Orlando/(2)/ 45 Class II Director of the Company; Certified
Public Accountant; Chief Financial Officer
of Java Centrale, Inc., a gourmet coffee
franchiser which has a class of securities
registered under Section 12 of the Exchange
Act; Director and President, RJN
Enterprises, a private investment company,
from July 1988 to present; Director of Bel
Foods, a company supplying products to ice
cream manufacturers, from 1988 to present;
Director and consultant, Southwest Products
Company, an aerospace specialty bearing
manufacturer, from 1988 to present;
Director and consulting Chief Financial
Officer of FRS, Inc. from 1988 to 1994;
self-employed as financial advisor and
consultant from 1988 to 1994.
Gary Wehrle/(3)/ 54 Chairman of the Board, Class III Director,
President and Chief Executive Officer of
the Company since formation of the Company;
President and Chief Executive Officer of
Pacific Crest Investment since 1984;
Executive Vice President of The Foothill
Group, Inc. ("Foothill Group") from 1980 to
1993.
Barry L. Otelsberg 46 Executive Vice President of the Company
since 1993; Executive Vice President -
Marketing of Pacific Crest Investment since
1985; Vice President of Foothill Group from
1985 to 1993.
Lyle C. Lodwick 43 Executive Vice President of the Company
since 1993; Executive Vice President of
Pacific Crest Investment since 1992; Senior
Vice President of Pacific Crest Investment
from 1988 to 1992.
Gonzalo Fernandez 54 Executive Vice President of the Company
since 1994; Executive Vice President of
Pacific Crest Investment since 1994; Senior
Vice President of City National Bank from
1988 to 1994; Vice President, District
Manager of Wells Fargo Bank from 1986 to
1988.
Robert J. Dennen 44 Vice President and Chief Financial Officer
of the Company; Vice President and
Controller of Pacific Crest Investment
since 1986.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation or Employment
Name Age and Occupation for the Past Five Years
- ---------------------------- --- ------------------------------------------
<S> <C> <C>
Joseph Finci 39 Senior Vice President of the Company since
1995; Senior Vice President of Pacific
Crest Investment since 1995; and Vice
President of Pacific Crest Investment from
1990 to 1995.
</TABLE>
- -----------------------
/(1)/ Mr. Estrada's term of office expires at the 1997 Annual Meeting of
Stockholders.
/(2)/ Messrs. Frank and Orlando's terms of office expire at the 1998 Annual
Meeting of Stockholders.
/(3)/ Messrs. Orfalea and Wehrle's terms of office expire at the 1999 Annual
Meeting of Stockholders.
BOARD OF DIRECTORS AND COMMITTEES
The business of the Company's Board of Directors is conducted through
its meetings, as well as through meetings of its committees. Set forth below is
a description of the committees of the Board.
The Audit Committee reviews and reports to the Board on various
auditing and accounting matters, including the annual audit report from the
Company's independent public accountants. The Audit Committee met eight times
during 1996. The Audit Committee currently consists of all of the nonemployee
directors and Mr. Estrada is its Chairman.
The Compensation Committee determines the salary and bonus structure
for the Company's executive officers and supervises the compensation scheme for
the Company's other officers. In addition, the Compensation Committee
determines appropriate awards under the Company's Equity Incentive Plan and
administers the Company's Retirement Plan. The Compensation Committee met seven
times during 1996. The Compensation Committee currently consists of all of the
nonemployee directors of the Company, and Mr. Frank is its Chairman.
The full Board of Directors acts as the Nominating Committee that
nominates officers and directors of the Company for election.
The Board of Directors met nine times during 1996. All of the persons
who were directors of the Company during 1996 attended at least 75% of (1) the
total number of Board meetings and (2) the total number of meetings held by all
committees on which they served during 1996.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Exchange Act, the Company's directors,
executive officers and any persons holding ten percent or more of the Common
Stock are required to report their ownership of Common Stock and any changes in
that ownership to the Securities and Exchange Commission (the "SEC") and to
furnish the Company with copies of such reports. Specific due dates for these
reports have been established and the Company is required to report in this
Proxy Statement any failure to file on a timely basis by such persons. Based
solely upon a review of copies of reports filed with the SEC during the fiscal
9
<PAGE>
year ended December 31, 1996, all persons subject to the reporting requirements
of Section 16(a) filed all required reports on a timely basis.
COMPENSATION OF BOARD OF DIRECTORS
The Company pays fees to its nonofficer directors for serving on the
Board of Directors and for their attendance at board and committee meetings.
The Company pays each nonofficer director a retainer of $1,000 per annum, plus
$250 per board or committee meeting attended. In addition, pursuant to the 1996
Non-Employee Directors' Stock Plan, nonofficer directors may elect to receive
all or a portion of his directors' fees in shares of stock. The 1996 Non-
Employee Directors' Stock Plan did not become effective until January 1, 1997.
In 1996, Pacific Crest Investment paid its nonofficer directors an
annual retainer of $10,000, plus $1,000 for each board or committee meeting
attended in person. Nonofficer directors who served as either the Chairman of
the Audit Committee or the Chairman of the Compensation Committee received an
additional annual retainer of $4,000. Directors received only one fee for
attending board and committee meetings held on the same date. Nonofficer
directors were paid $250 for telephonic board meetings that lasted over one hour
and $500 for meetings with the FDIC or the DOC.
In addition, nonofficer directors of the Company automatically receive
annual grants of stock options to acquire shares of Common Stock under the
Company's 1993 Equity Incentive Plan. See "Re-Approval of 1993 Equity Incentive
Plan."
Neither the Company nor Pacific Crest Investment pay directors who are
also executive officers for attending board or committee meetings.
10
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth certain summary information concerning
compensation paid or accrued to or on behalf of the Named Executives (determined
as of the end of the last fiscal year) for each of the fiscal years ended
December 31, 1996, 1995 and 1994 of the Company and Pacific Crest Investment.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation
------------- ------------
Securities
Underlying
Options/ All Other
Name and Principal Position Year Salary ($) SARs (#) Compensation ($)/1/
- -------------------------------- ---- ------------- ------------- -------------------
<S> <C> <C> <C> <C>
GARY WEHRLE 1996 283,414 17,000 22,635/(2)/
PRESIDENT AND 1995 232,414 -- 30,560/(3)/
CHIEF EXECUTIVE OFFICER 1994 232,414 33,330 26,837/(4)/
GONZALO FERNANDEZ 1996 198,000 10,000 16,631/(6)/
EXECUTIVE VICE PRESIDENT/(5)/ 1995 120,000 7,000 15,313/(7)/
1994 64,154 15,000 6,616/(8)/
BARRY L. OTELSBERG 1996 194,000 5,000 22,018/(9)/
EXECUTIVE VICE PRESIDENT 1995 155,000 5,335 25,612/(10)/
1994 150,000 16,665 19,642/(11)/
LYLE C. LODWICK 1996 153,000 5,000 21,632/(12)/
EXECUTIVE VICE PRESIDENT 1995 125,000 5,335 21,550/(13)/
1994 125,000 16,665 17,915/(14)/
JOSEPH FINCI 1996 120,000 3,000 13,223/(15)/
SENIOR VICE PRESIDENT 1995 78,624 1,000 6,680/(16)/
1994 75,600 4,000 7,039/(17)/
</TABLE>
- -----------------
/(1)/ Includes a $12,000 automobile allowance received by each Named Executive
in each reported year, except as noted below. See Notes 8, 15, 16 and 17.
/(2)/ Includes a $9,000 employer contribution to the Pacific Crest Capital, Inc.
Retirement Plan (the "401(k) Plan"), $885 in imputed life insurance
premiums and $750 for income tax preparation fee.
/(3)/ Includes a $9,000 employer contribution to the 401(k) Plan, $288 imputed
life insurance premiums and $9,272 contribution to the Split Dollar Life
Insurance Plan.
/(4)/ Includes $4,011 employer contribution to the 401(k) Plan, $500 for income
tax preparation fee, $1,054 imputed life insurance and $9,272 contribution
to the Split Dollar Life Insurance Plan.
/(5)/ Mr. Fernandez joined the Company in June 1994.
11
<PAGE>
/(6)/ Includes a $3,280 employer contribution to the 401(k) Plan, $787 premium
for life insurance and $564 in imputed life insurance premiums.
/(7)/ Includes $2,400 employer contribution to the 401(k) Plan, $625 premium
for life insurance and $288 imputed life insurance.
/(8)/ Includes an automobile allowance of $6,415 and imputed life insurance
premiums of $201.
/(9)/ Includes a $9,000 employer contribution to the 401(k) Plan, $651
contribution to the Split Dollar Life Insurance Plan and $367 in imputed
life insurance premiums.
/(10)/ Includes $9,000 employer contribution to the 401(k) Plan, $4,438
contribution pursuant to the Split Dollar Life Insurance Policy, and $174
imputed life insurance premiums.
/(11)/ Includes $3,000 employer contribution to the 401(k) Plan, $204 imputed
life insurance and $4,438 contribution to the Split Dollar Life Insurance
Policy.
/(12)/ Includes a $9,000 employer contribution to the 401(k) Plan, $455 premium
for life insurance and $177 in imputed life insurance premiums.
/(13)/ Includes $7,500 employee contribution to the 401(k) Plan, $1,550
anniversary award, $398 premium for life insurance and $102 imputed life
insurance premium.
/(14)/ Includes $5,313 employer contribution to the 401(k) Plan, and $602
imputed life insurance.
/(15)/ Includes a $6,600 employer contribution to the 401(k) Plan, $6,000
automobile allowance, and $600 medical insurance premiums and $23 in
imputed life insurance premiums.
/(16)/ Includes $6,000 automobile allowance, $600 medical insurance premiums and
$80 in imputed life insurance.
/(17)/ Includes $6,000 automobile allowance, $600 medical insurance premiums and
$439 in imputed life insurance.
OPTION GRANTS
The following stock options were granted during 1996 to the Named
Executives pursuant to the Company's 1993 Equity Incentive Plan:
<TABLE>
<CAPTION>
Individual Grants
- ------------------------------------------------------------------------------------------------------------------------------
Number of Percent of Total Potential Realizable Value At
Securities Options/SARS Assumed Rates of Stock Price
Underlying Granted to Exercise Appreciation/(2)/
Options/SARS Employees in or Base Price -----------------------------
Name Granted (#)/(1)/ FY 1996 ($/Sh) Expiration Date 5% 10%
- ----------------- ---------------- ---------------- ------------- ---------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Gary Wehrle 17,000 26.4% $7.56 2/2/2006 $80,750 $204,850
Gonzalo Fernandez 10,000 15.5% 7.56 2/2/2006 47,500 120,500
Barry Otelsberg 5,000 7.8% 7.56 2/2/2006 23,750 60,250
Lyle Lodwick 5,000 7.8% 7.56 2/2/2006 23,750 60,250
Joseph Finci 3,000 4.7% 7.56 2/2/2006 14,250 36,150
</TABLE>
___________
(1) The options were granted pursuant to the 1993 Equity Incentive Plan. The
options become exercisable in three annual installments of 33-1/3% on each
of the second, third and fourth anniversary dates of the grant. The
options may be exercised at any time prior to their expiration by tendering
the exercise price in cash, check or in shares of stock valued at fair
market value on the date of exercise. In the event of a change in control
(as defined) involving the Company, the options will become exercisable in
full. The options may be amended by mutual agreement of the optionee and
the Company.
(2) The Potential Realizable Value is the product of (a) the difference between
(i) the closing average market price per share at the grant date and the
sum of (A) 1 plus (B) the assumed rate of appreciation of the Common Stock
compounded annually over the term of the option and (ii) the per share
exercise price of the option and (b) the number of shares of Common Stock
underlying the option on the date of the grant. THESE AMOUNTS REPRESENT
CERTAIN ASSUMED RATES OF APPRECIATION ONLY. ACTUAL GAINS, IF ANY, ON STOCK
OPTION EXERCISES ARE DEPENDENT ON A VARIETY OF FACTORS, INCLUDING MARKET
CONDITIONS AND THE PRICE PERFORMANCE OF THE COMMON STOCK. THERE CAN BE NO
ASSURANCE THAT THE RATE OF APPRECIATION PRESENTED IN THIS TABLE CAN BE
ACHIEVED.
12
<PAGE>
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the Named
Executives concerning the exercise of options during the fiscal year ended
December 31, 1996 and unexercised options held by the Named Executives as of
December 31, 1996.
Aggregated Option/SAR Exercises in Fiscal Year 1996
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at 12/31/96 In-the-Money Options/SARs at
(#) 12/31/96 ($)/(1)/
--------------------------- -----------------------------
Shares
Acquired
on Value
Exercise Realized
Nane (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------- -------- -------- ----------- ------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Gary Wehrle -- -- 11,098 39,232 $61,039 $189,256
Gonzalo Fernandez -- -- 4,995 27,005 23,726 138,924
Barry Otelsberg -- -- 5,549 21,451 30,520 112,848
Lyle Lodwick -- -- 5,549 21,451 30,520 112,848
Joseph Finci -- -- 1,332 6,668 7,326 34,494
</TABLE>
____________
(1) Value of unexercised "in-the-money" options is the difference between the
market price of the Pacific Crest Common Stock on December 31, 1996 ($11.50
per share) and the exercise price of the option, multiplied by the number
of shares subject to the option.
DEFINED BENEFIT PLAN
The Company established the Pacific Crest Capital, Inc. Supplemental
Executive Retirement Plan (the "Supplemental Plan") as a successor to certain
benefit obligations of Foothill Group with respect to the Named Executives under
the Foothill Group Supplemental Executive Retirement Plan (the "Foothill Group
SERP"), and certain assets of the Foothill Group SERP were transferred into the
Supplemental Plan in conjunction with the Spinoff. At December 31, 1996, only
Gary Wehrle, Gonzalo Fernandez, Barry L. Otelsberg, and Lyle C. Lodwick were
participants in the Supplemental Plan.
The following table shows the estimated annual retirement benefits
that would be payable to the Named Executives under the Supplemental Plan on
their Normal Retirement Date on a straight life annuity basis, before
13
<PAGE>
any applicable offset for Social Security benefits or matching 401(k)
contributions made under the Pacific Crest Capital, Inc. Retirement Plan (the
"Retirement Plan") on the participant's behalf. Offsets for social security and
401(k) matching contributions made under the Retirement Plan may be substantial.
<TABLE>
<CAPTION>
AVERAGE ANNUAL
ELIGIBLE ANNUAL COMPENSATION
COMPENSATION YEARS OF SERVICE AT RETIREMENT
- --------------- ---------------------------------------------
15 20 25 30
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
$200,000 $ 60,000 $ 80,000 $100,000 $120,000
$250,000 $ 75,000 $100,000 $125,000 $150,000
$300,000 $ 90,000 $120,000 $150,000 $180,000
$350,000 $105,000 $140,000 $175,000 $210,000
</TABLE>
The credited years of service as of December 31, 1996 for Messrs.
Wehrle, Fernandez, Otelsberg, and Lodwick were 19, 3, 20, and 11, respectively.
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Company has entered into employment agreements with Messrs.
Wehrle, Fernandez, Otelsberg, Lodwick, and Dennen ("Employees"). Mr. Wehrle's
employment agreement is for an initial term of three years and Messrs.
Fernandez, Otelsberg, Lodwick and Dennen's employment agreements each were for
an initial term of two years. The terms of the employment agreements were
automatically extended on each anniversary of the agreement to cover successive
periods of one year each, unless the Company or the Employee gives written
notice of an intent to terminate the employment agreement. Each employment
agreement provides for automatic extension of the term of employment upon the
occurrence of a corporate change, as defined in the employment agreement. The
Company retains the right to terminate each employment relationship in the event
of Employee's physical or mental disability which will render him unable to
perform under the agreement for any period of one hundred and twenty consecutive
days or for an aggregate period of one hundred and twenty or more days during
any twelve-month period. In the event of termination due to disability,
Employee will be entitled to receive as disability compensation the remainder of
his then annual salary for the remaining term of the agreement payable not less
frequently than monthly. In the event of death, Employee's personal
representative will be entitled to receive as death benefit, in addition to any
other payments which Employee may be entitled to receive under any of the
Company's benefit plans, payment of one year's salary at the rate which would
have been payable to Employee at the time of his death, payable not less
frequently than monthly. The Company has the unrestricted right to terminate
each Employee for cause, which shall be determined at the Company's sole
discretion.
In addition, the Company's Equity Incentive Plan, Retirement Plan and
the Supplemental Plan each contain provisions for the accelerated vesting of
benefits under such plans upon a change in control of the Company. For such
purposes, a "change of control" is deemed to occur when (i) any person becomes
the beneficial owner of shares of the Company with respect to which 20% or more
of the total number of votes for the election of the Board of Directors of the
Company may be cast; (ii) in connection with any cash tender offer, exchange
offer, merger or other business combination, sale of assets or contested
election, the persons who were Directors of the Company just prior to such event
cease to constitute a majority of the Board of Directors of the Company; (iii)
the stockholders of the Company approve an agreement in which the Company ceases
to be an independent publicly
14
<PAGE>
owned corporation or for a sale of substantially all of the assets of the
Company; or (iv) at the discretion of the Board of Directors, when a tender
offer or exchange offer is made for shares of the Company's Common Stock and
shares of Common Stock are acquired thereunder.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors establishes the
general policies regarding compensation for the Company and Pacific Crest
Investment, adopts and amends employee compensation plans and approves specific
compensation levels for executive officers, including the Named Executives.
Currently, the members of the Compensation Committee are Martin J. Frank
(chairman), Rudolph I. Estrada, Richard S. Orfalea and Steven J. Orlando. Each
member of the Compensation Committee is a non-employee director of the Company
and Pacific Crest Investment.
Set forth below is a report of the Compensation Committee addressing
the Company's compensation policies for 1996 applicable to the Company's
executives, including the Named Executives.
The Report of the Compensation Committee on Executive Compensation
shall not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933 (the "Securities Act") or under the Exchange Act, except
to the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Company's compensation programs reflect the philosophy that
executive compensation levels should be linked to Company performance, yet be
competitive and consistent with that provided to others holding positions of
similar responsibility in the banking and financial services industry. The
Company's compensation plans are designed to assist the Company in attracting
and retaining qualified employees critical to the Company's long-term success,
while enhancing employees' incentives to perform to their fullest abilities to
increase profitability and maximize shareholder value.
SALARY AND BONUS COMPENSATION
The Company pays cash salaries to its executive officers which are
competitive with salaries paid to executives of other companies in the financial
services industry based upon the individual's experience, performance and
responsibilities and past and potential contribution to the Company. In
determining the market rate, the Company obtains information regarding executive
salary levels for other companies in the banking and financial services industry
in California.
The base salary of the Company's Chief Executive Officer was
determined primarily on the terms of his Employment Agreement dated as of
December 23, 1993 (the "Agreement"). The Agreement set Mr. Wehrle's base rate
at no less than $232,414 for the calendar year ended December 31, 1994, and
provided that in subsequent years, the base rate should be no less than the base
rate for the preceding year, increased in the sole discretion of the Board of
Directors based up the Company's performance and the job performance of Mr.
Wehrle and the competitive salary levels for chief executive officers of
financial institutions of similar size and diversity. In evaluating Mr.
Wehrle's performance, the Committee considered the economy in the Company's
market area, the improvement in asset quality of Pacific Crest Investment, the
effect and extent of the Company's cost containment efforts, the Company's
overall growth, as measured by increases in total loans, total assets and total
deposits during
15
<PAGE>
the year, the Company's profitability compared with the preceding year and
measured against budget, and the Company's stock price appreciation. The
Committee put the most weight on the Company's profitability, and weighted each
of the other factors relatively equally. The Committee recognized that
significant progress was made in 1995 and 1996 in improving profitability and
reducing the level of problem assets. After consideration, the Committee
determined to maintain Mr. Wehrle's base salary in 1996 the same as in 1995, and
to award him a cash bonus of $51,000 and a grant of 17,000 stock options in
1996.
STOCK BASED COMPENSATION - EQUITY INCENTIVE PLAN
The Company believes that stock ownership by employees, including the
Named Executives, provides valuable long-term incentives for such persons who
will benefit as the Common Stock price increases and that stock-based
performance compensation arrangements are beneficial in aligning employees' and
stockholders' interests. To facilitate these objectives, the Company adopted
the Equity Incentive Plan. See "Re-approval of 1993 Equity Incentive Plan."
Through the Equity Incentive Plan, stock options have been granted to
key employees, including the Company's executive officers. See "Executive
Compensation -- Option Grants." Non-employee directors and consultants are
eligible to participate in the Equity Incentive Plan pursuant to the formula
provisions thereof. The Equity Incentive Plan is administered by the Committee.
During 1996, stock options were granted to each of the Named Executives and
Robert J. Dennen.
In making its determination with respect to stock option grants during
1996, the Committee took into account option grants to the Named Executives in
prior years, the remaining number of shares reserved for grant under the Equity
Incentive Plan and the number of shares likely to provide a meaningful incentive
to superior efforts on behalf of the Company by such persons.
OTHER COMPENSATION
The Company's executives are also eligible to participate in the Split
Dollar Life Insurance Plan (the "Insurance Plan") and the Supplemental Plan.
See "ELECTION OF DIRECTORS -- Compensation of Directors and Executive Officers -
- - Executive Compensation -- Defined Benefit Plan." Under the Insurance Plan,
the Company provides life insurance coverage for Messrs. Wehrle, Fernandez,
Otelsberg and Lodwick. The Split Dollar Agreements provide death benefits of
approximately two times the officers' normal annual salary during employment and
an amount approximating the officers' final normal annual salary upon
retirement. The Named Executives also participate in the Company's broad-based
employee benefit plans, such as medical, supplemental disability and term life
insurance.
Dated: April 7, 1997. COMPENSATION COMMITTEE
MARTIN J. FRANK (CHAIRMAN)
RUDOLPH I. ESTRADA
RICHARD S. ORFALEA
STEVEN J. ORLANDO
16
<PAGE>
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the
Company's cumulative total shareholder return on Stock with (i) the cumulative
total return of the NASDAQ market index and (ii) the cumulative total return of
a selected peer group over the period from December 23, 1993 (the date on which
Foothill Group, the former sole stockholder of the Company distributed all of
the Common Stock to its stockholders (the "Spinoff")) through December 31, 1996.
The graph assumes an initial investment of $100 and reinvestment of dividends.
The graph is not necessarily indicative of future price performance.
The graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act or under the Exchange Act, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG NASDAQ U.S. COMPANIES,
SELECTED PEER GROUP(*)
AND PACIFIC CREST CAPITAL, INC.
<TABLE>
<CAPTION>
Measurement Period PACIFIC CREST NASDAQ-- PCCI PEER
(Fiscal Year Covered) CAPITAL, INC. TOTAL US GROUP
- --------------------- ------------- -------- ---------
<S> <C> <C> <C>
Measurement Pt- 12/23/93 $100.00 $100.00 $100.00
FYE 12/31/93 $ 91.94 $102.56 $101.43
FYE 12/31/94 $ 54.84 $100.25 $106.56
FYE 12/31/95 $ 93.55 $141.77 $159.64
FYE 12/31/96 $148.39 $174.39 $213.00
</TABLE>
*Peer group consists of Bank of Commerce, California State Bank, CU Bancorp, El
Dorado Bancorp, First Charter Bank, N.A., Far East National Bank, Foothill
Independent Bancorp, FP Bancorp, Inc., Imperial Thrift and Loan, Landmark
Bancorp, National Mercantile Bancorp, Professional Bancorp, Orange National
Bancorp, Riverside National Bank, SC Bancorp, Transworld Bancorp, and Ventura
County National Bancorp.
17
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No person who served as a member of the Compensation Committee during
the 1996 fiscal year is, or ever has been, an officer or employee of the Company
or any of its subsidiaries.
RE-APPROVAL OF 1993 EQUITY INCENTIVE PLAN
Prior to the Spinoff, the Board of Directors adopted the 1993 Equity
Incentive Plan (the "Equity Incentive Plan") and Foothill Group, as the sole
stockholder of the Company, approved its adoption. Stockholders are being asked
to re-approve the Equity Incentive Plan so the Company may continue to retain
its exemption from the $1 million deduction limit under Section 162(m) of the
Internal Revenue Code ("IRC"). In order to qualify for the performance based
exemption under IRC Section 162(m), all incentive compensation programs,
including stock-based plans, such as the Equity Incentive Plan, must meet
several requirements, including obtaining stockholder approval. Plans initially
approved by stockholders before December 20, 1993 enjoyed transitional relief
from the stockholder re-approval requirement until this year, but must be re-
approved by stockholders at the first stockholders meeting in 1997 to meet the
requirements of IRC Section 162(m).
EQUITY INCENTIVE PLAN
The Equity Incentive Plan is designed to promote and advance the
interests of the Company and its stockholders by (1) enabling the Company to
attract, retain, and reward managerial and other key employees and non-employee
directors, and (2) strengthening the mutuality of interests between participants
and the shareholders of the Company in its long term growth, profitability and
financial success by offering stock and cash based incentive awards based on
performance and other equity-based awards.
Summary of the Equity Incentive Plan. The Equity Incentive Plan
empowers the Company to award or grant from time to time until December 31,
2002, when the Equity Incentive Plan expires except with respect to Awards then
outstanding, to officers and other key employees of the Company and its
subsidiaries Incentive, Non-Qualified and Deferred Compensation Stock Options,
Stock Appreciation Rights, Restricted Stock and Restricted Unit Grants,
Performance Share and Performance Unit Grants, any other stock-based awards
(collectively referred to as "Awards") authorized by the Committee which
administers the Equity Incentive Plan, and any combination of any or all of such
Awards, whether in tandem with each other or otherwise.
Administration. The Equity Incentive Plan is administered by the
Compensation Committee of the Board of Directors. The Equity Incentive Plan
provides that the Compensation Committee must consist of at least two directors
of the Company who are "disinterested directors" within the meaning of Rule 16b-
3 under the Exchange Act. The Compensation Committee has the sole authority to
construe and interpret the Equity Incentive Plan, to make rules and procedures
relating to the implementation of the Equity Incentive Plan, to select
participants, to establish the terms and conditions of Awards and to grant
Awards, with broad authority to delegate its responsibilities to others, except
with respect to the selection for participation of, and the granting of Awards
to, persons subject to Sections 16(a) and 16(b) of the Exchange Act. Members of
the Compensation Committee are not eligible to receive discretionary Awards
under the Equity Incentive Plan.
Eligibility Conditions. Managerial, including all officers of the
Company, and other key employees of the Company and its subsidiaries who hold
positions of significant responsibility and non-employee directors will be
18
<PAGE>
eligible to receive Awards under the Equity Incentive Plan. Non-employee
directors are only eligible to receive Non-Qualified Stock Options under the
Equity Incentive Plan. Except for Non-Qualified Stock Options granted to non-
employee directors, the selection of recipients of, and the nature and size of,
Awards granted under the Equity Incentive Plan is wholly within the discretion
of the Compensation Committee. Subject to specific provisions relating to the
grant of options to non-employee directors and except with respect to Incentive
Stock Options Awards to non-employee directors, and the shares available under
the Equity Incentive Plan, there is no limit on the number of shares of Common
Stock in respect of which Awards may be granted to or exercised by any person.
Subject to any applicable statutory or regulatory restrictions, whether an Award
may be exercised after a participant's termination of employment or a non-
employee director ceases to serve as a director shall be determined by the
Compensation Committee, except that if a participant's employment with the
Company and its subsidiary terminates or a non-employee director ceases to serve
as a director for any reason within six months after the date of grant of any
Award held by such participant, such Award shall expire as of the date of
termination.
Shares Subject to Equity Incentive Plan. The maximum number of shares
of Common Stock in respect of which Awards may be granted under the Plan (the
"Plan Maximum") is 150,000, with an increase of two percent (2%) of the total
issued and outstanding shares of the Common Stock on the first day of each
subsequent calendar year, commencing January 1, 1995.
For the purpose of computing the total number of shares of Common
Stock available for Awards under the Equity Incentive Plan, the above
limitations shall be reduced by the number of shares of Common Stock subject to
issuance upon exercise or settlement of Awards and the number of shares of
Common Stock which equal the value of Restricted Unit and Performance Equity
Grants and other stock-based Awards, determined in each case at the date of the
grant of such Awards. However, if any Awards are forfeited, terminated, settled
in cash or exchanged for other Awards or expire unexercised, the shares of
Common Stock previously subject to such Awards shall again be available for
further Awards. In addition, shares which were subject to Stock Appreciation
Rights which expired unexercised, or were not issued upon the exercise thereof,
and shares received in payment of the purchase price of a Stock Option in the
exercise thereof shall again be available for Awards under the Equity Incentive
Plan. The shares of Common Stock which may be issued to participants in the
Equity Incentive Plan may be either authorized and unissued shares or issued
shares reacquired by the Company. No fractional shares may be issued under the
Equity Incentive Plan.
The maximum numbers of shares in payment of Awards granted or which
may be subject to Awards, as applied to the Equity Incentive Plan and its
several components, are subject to appropriate equitable adjustment in the event
of a reorganization, stock split, stock dividend, combination of shares, merger,
consolidation or other recapitalization of the Company.
Transferability. No Award granted under the Equity Incentive Plan,
and no right or interest therein, shall be assignable or transferable by a
participant except by will or the laws of descent and distribution.
Term, Amendment and Termination. The Equity Incentive Plan will
terminate on December 31, 2002, except with respect to Awards then outstanding.
The Board or Directors may amend or terminate the Equity Incentive Plan at any
time, except that, (i) to the extent restricted by Rule 16b-3 promulgated under
the Exchange Act, as amended and in effect from time to time (or any successor
rule), the Board of Directors may not, without approval of the stockholders of
the Company, make any amendment that would (1) increase the total number of
shares available for issuance (except as permitted by the Equity Incentive Plan
to reflect changes in capitalization), (2) materially change the eligibility
requirements, or (3) materially increase the benefits accruing to participants
under the Equity Incentive Plan, and (ii) the provisions of the Equity Incentive
Plan governing the award of options
19
<PAGE>
to Non-Employee Directors may not be amended more than once every six months
other than to comport with changes to the Code, the Employee Requirement Income
Security Act of 1974, as amended ("ERISA") or the regulations promulgated
thereunder.
Change of Control. The Equity Incentive Plan provides that the
exercisability of outstanding Awards will be accelerated in the event of a
change of control of the Company ("Change of Control"). A Change of Control is
deemed to have occurred when (i) any person becomes the beneficial owner of
shares of the Company with respect to which 20% or more of the total number of
votes for the election of the Board of Directors of the Company may be cast;
(ii) in connection with any cash tender offer, exchange offer, merger or other
business combination, sale of assets or contested election, the persons who were
directors of the Company just prior to such event cease to constitute a majority
of the Board of Directors of the Company; (iii) the stockholders of the Company
approve an agreement in which the Company ceases to be an independent publicly
owned corporation or for a sale of substantially all of the assets of the
Company; or (iv) at the discretion of the Board of Directors, when a tender
offer or exchange offer is made for shares of the Company's Common Stock and
shares of Common Stock are acquired thereunder (an "Offer").
In the event of a Change of Control, each outstanding Award will
become exercisable in full, regardless of any provisions to the contrary
contained in any agreement evidencing the Award, for a period of thirty days
from and after the date of the Change of Control, except that in the event that
the Board of Directors decides to accelerate the exercisability of Awards as a
result of any Offer, each outstanding Award will become exercisable during the
period beginning on a date designated by the Board of Directors and ending on
the thirtieth day following such date. No Award granted to an officer or
director of the Company will be exercisable as a result of acceleration within
six months of the date of its grant.
Incentive Stock Options. Options designated as Incentive Stock
Options, within the meaning of Section 422 of the Code, in respect of up to the
Plan Maximum may be granted under the Equity Incentive Plan. The number of
shares of Common Stock in respect of which Incentive Stock Options are first
exercisable by any optionee during any calendar year shall not have a fair
market value (determined at the date of grant) in excess of $100,000 (or such
other limit as may be imposed by the Code). Incentive Stock Options shall be
exercisable for such period or periods, not in excess of ten years after the
date of grant, as shall be determined by the Compensation Committee.
Non-Qualified Stock Options. Non-Qualified Stock Options may be
granted for such number of shares of Common Stock and will be exercisable for
such period or periods as the Compensation Committee shall determine.
Options to Non-Employee Directors. The Equity Incentive Plan also
provides for the grant of options to Non-Employee Directors of the Company,
without any action on the part of the Board or the Compensation Committee, only
upon the terms and conditions set forth in the Equity Incentive Plan. Subject
to completion of the Spinoff, each such person who was a director of the Company
on the Effective Date of the Equity Incentive Plan automatically received, as of
January 6, 1994, Non-Qualified Options to acquire (i) 2,000 shares of Common
Stock and (ii) 500 shares of Common Stock after each 12 month period of
continuous service as a director of the Company thereafter for up to a maximum
of five such periods. Each person who hereafter becomes a Non-Employee Director
shall automatically receive Non-Qualified Options to acquire (i) 2,000 shares of
Common Stock on the date such person becomes a Non-Employee Director and (ii)
500 shares of Common Stock after each 12 month period of continuous service as a
director of the Company thereafter for up to a maximum of five such periods.
Each option shall become exercisable as to 25% of the shares of Common Stock
subject to the option on each of the first, second, third and fourth anniversary
dates of the grant and will expire ten years from the date the option was
granted. The exercise price of such options shall be equal to 100% of the fair
market value of the
20
<PAGE>
Common Stock subject to the option on the date on which such options are
granted. Each option shall be subject to the other provisions of the Equity
Incentive Plan.
Deferred Compensation Stock Options. Deferred Compensation Stock
Options are designed to provide a means by which compensation payments can be
deferred to future dates. The number of shares subject to a Deferred
Compensation Stock Option shall be determined by the Compensation Committee
using the following:
Amount of Compensation Deferred = Number of
------------------------------- Optioned Shares
FMV - Exercise Price
where FMV means the fair market value of a share of the Common Stock at the date
the option is granted and Exercise Price is the price at which the option may be
exercised. Deferred Compensation Stock Options will be exercisable for such
period or periods as the Compensation Committee shall determine.
Option Exercise Prices. The exercise price of an Incentive Stock Option
shall be at least 100% of the fair market value of the Common Stock on the date
of grant. Except for Awards to Non-Employee Directors, Non-Qualified Stock
Options and Deferred Compensation Stock Options may be issued at such option
exercise price as the Compensation Committee shall determine, except that the
Compensation Committee will not issue an option at less than 100% of the fair
market value of the Common Stock of the Company at the date of grant unless it
has been determined that such "discount" option price will not result in taxable
income under the Code to the optionee at the date of grant or the date the
option first becomes exercisable, rather than at the date of exercise.
Exercise of Options. No Stock Option may be exercised, except as provided
below, unless the holder thereof remains in the continuous employ or service of
the Company or one of its subsidiaries. The Compensation Committee may apply
special rules in the case of an individual performing services for the Company
or one of its subsidiaries in a form other than as an employee or director.
Stock Options shall be exercisable only upon the payment in full of the
applicable option exercise price in cash or, if approved by the Compensation
Committee, in shares of the Common Stock (at the fair market value thereof at
exercise date) or, if approved by the Compensation Committee, by surrendering
outstanding Awards denominated in stock or stock units as to which the
participant is vested. No Incentive, Non-Qualified or Deferred Compensation
Stock Option may be exercised within six months following the date of grant or
after the optionee ceases to perform services for the Company or one of its
subsidiaries, except where the Compensation Committee adopts terms and
conditions relating to such Option which permit the exercise of such option
after such cessation.
Stock Appreciation Rights. Under the Equity Incentive Plan, a Stock
Appreciation Right ("SAR") may be granted in tandem with, in relation to or
independent of any other Award granted under the Plan. An SAR is an Award which
will entitle the holder to receive an amount equal to all, or some portion (as
determined by the Compensation Committee in respect of each SAR granted), of the
excess of the fair market value Common Stock on the date of exercise over the
fair market value of such share at the date of grant, multiplied by the number
of shares as to which the holder is exercising the SAR. The Company will pay
such amount to the holder in cash, in shares of Common Stock (at fair market
value on the date of exercise), in Deferred Compensation Stock Options, or a
combination of the above, as the Compensation Committee may in its sole
discretion determine.
In no event may an SAR be exercised within six months after the date granted.
The Compensation Committee may also determine that an SAR shall be automatically
exercised on one or more specified dates, or that an SAR can only be exercised
during specified periods.
21
<PAGE>
Restricted Stock. An Award of Restricted Stock consists of a specified
number of shares of Common Stock which are transferred to a participant selected
by the Compensation Committee and are subject to forfeiture to the Company under
such conditions and for such periods of time ("Restriction Period") as the
Compensation Committee may determine. A participant may vote and receive
dividends on the shares of Restricted Stock awarded, but may not sell, assign,
transfer, pledge or otherwise encumber the shares of Restricted Stock during the
Restriction Period. Certificates for Restricted Stock shall be held by the
Company until all conditions have been satisfied.
Restricted Units. An Award of Restricted Units (each unit having a value
equivalent to one share of Common Stock) may be granted to a participant subject
to such terms and conditions as the Compensation Committee shall deem
appropriate. Restricted Units may be paid upon the expiration of the
Restriction Period in cash, in shares of Common Stock equal to the number of
Restricted Units granted, in Deferred Compensation Stock Options, or in any
combination of the above, as determined by the Compensation Committee.
Restriction Period; Employment Status. If a participant's employment ceases
prior to the end of the Restriction Period or any installment thereof (but after
six months from the date of grant) specified by the Compensation Committee in
respect of such Restricted Award, the restrictions may lapse with respect to
such portion, if any, of the Restricted Stock or Restricted Units as shall be
determined by the Compensation Committee. In any event, if a participant's
employment ceases for any reason (subject to possible specific exceptions as
determined by the Compensation Committee) prior to the end of the Restriction
Period, or any installment thereof, or within six months of the date of grant,
all of the participant's Restricted Stock and Restricted Units will be
forfeited.
Performance Shares and Performance Unit Grants. Performance Share Grants
(with each unit of grant equal in value to one share of Common Stock at the date
of grant) and Performance Unit Grants (with each unit representing such monetary
value as shall be assigned by the Compensation Committee) entitle the
participant to receive cash, shares of Common Stock, Deferred Compensation Stock
Options, or any combination of the above, as determined by the Compensation
Committee, based upon the degree of achievement of a preestablished performance
period ("Measurement Period") determined by the Compensation Committee.
Performance goals are fixed by the Compensation Committee on the basis of such
criteria and to accomplish such goals as the Compensation Committee may select.
The Compensation Committee has sole discretion to determine the employees
eligible for Awards of Performance Shares or Performance Units, the duration of
each Measurement Period, the value of each Performance Unit and the number of
shares or units earned on the basis of the Company's performance in relation to
the established goals. During a Measurement Period, the Compensation Committee
may adjust upward or downward the performance goals, if necessary to reflect the
intent of the Plan in light of changes in the tax, securities, or accounting
treatment of the Plan and the participants.
At the end of any Measurement Period, the Compensation Committee shall
determine the number of Performance Shares and Performance Units which have been
earned on the basis of the Company's performance in relation to the performance
goals. Except as otherwise provided in the Performance Award, a participant
must be performing services for the Company (or a subsidiary) continuously
during the Measurement Period to receive the proceeds of a Performance Share or
Performance Unit Grant. Performance Share grantees shall be entitled to receive
payment for each unit earned in an amount equal to the fair market value of a
share of Common Stock. Performance Unit grantees shall be entitled to receive
payment for each unit earned in an amount equal to the dollar value of such
unit.
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<PAGE>
Other Stock-Based Grants and Deferrals. The Compensation Committee shall
have authority to grant other stock-based Awards in Common Stock or denominated
as stock units. The Compensation Committee may also permit a participant to
elect to defer receipt of the proceeds of any Award granted under the Equity
Incentive Plan.
Grant of Awards. The Non-Employee Directors of the Company, were granted as
of January 6, 1994, pursuant to the formula provisions of the Equity Incentive
Plan, Non-Qualified Options to acquire 2,000 shares of Common Stock at an
exercise price equal to the fair market value on that date, for a total of 8,000
shares of Common Stock. In accordance with the provisions of the Equity
Incentive Plan regarding grants to Non-Employee Directors, each such option has
a term of ten years and will become exercisable as to 25% of the shares of
Common Stock subject to the option on the first, second, third and fourth
anniversary dates of the grant. In addition, the Compensation Committee granted
Incentive Stock Options to certain key employees, including the Named
Executives. Such options have an exercise price equal to the fair market value
of the option on the date of the grant, terms of ten years and will become
exercisable as to 33-1/3% of the shares of Common Stock subject to the option on
the second, third and fourth anniversary dates of the grant. The following
table sets forth grants of options granted to date under the Equity Incentive
Plan.
<TABLE>
<CAPTION>
EQUITY INCENTIVE PLAN BENEFITS
Name and Position Dollar Value/(1)/ Number of Shares/(2)/
- ------------------------------------------------------ ----------------- ---------------------
<S> <C> <C>
Gary L. Wehrle, President and Chief $ 348,956 65,330
Executive Officer
Gonzalo Fernandez, Executive Vice President 223,650 40,000
Barry C. Otelsberg, Executive Vice President 196,242 35,000
Lyle C. Lodwick, Executive Vice President 196,242 35,000
Joseph Finci, Senior Vice President 60,445 13,000
All current executive officers, as a group (6 persons) 1,083,352 199,440
Non-executive directors, as a group (4 persons) 80,492 13,000
Employees, including non-executive officers, as a 420,184 76,100
group (29 persons)
</TABLE>
- ----------------------
/(1)/ Based upon the difference between the fair market value of the underlying
Common Stock on March 12, 1997 ($13.125) and the exercise price of the
options. This valuation does not take into account further stock price
changes that may occur over the term of the options, and may not
necessarily represent actual gains, if any, that the optionees will ever
realize.
/(2)/ Represents all option grants since the initial adoption of the Equity
Incentive Plan through March 12, 1997. Includes options which have not yet
vested.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion is only a summary of the principal federal income
tax consequences of the compensation Awards to be granted under the Equity
Incentive Plan, and is based on existing federal law (including
23
<PAGE>
administrative regulations and rulings) which is subject to change, in some
cases retroactively. This discussion is also qualified by the particular
circumstances of individual participants, which may substantially alter or
modify the federal income tax consequences herein discussed. Because of the
wide range of Awards that may be made under the Equity Incentive Plan, the
following discussion is confined to the most common forms of Awards likely to be
made.
Incentive Stock Options. Generally under present law, when an option
qualifies as an Incentive Stock Option under Section 422 of the Code: (i) an
optionee will not realize taxable income either upon the grant or the exercise
of the option, (ii) any gain or loss upon a qualifying disposition of the shares
acquired by the exercise of the option will be treated as capital gain or loss,
and (iii) no deduction will be allowed to the Company for federal income tax
purposes in connection with the grant or exercise of an Incentive Stock Option
or a qualifying disposition of the shares. A disposition by an optionee of
stock acquired upon exercise of an Incentive Stock Option will constitute a
qualifying disposition if it occurs more than two years after the grant of the
option, and one year after the transfer of the shares to the optionee. If such
stock is disposed of by the optionee before the expiration of those time limits,
the transfer would be a "disqualifying disposition" and the optionee, in
general, will recognize ordinary income equal to the lesser of (i) the aggregate
fair market value of the shares as of the date of exercise less the option
price, or (ii) the amount realized on the disqualifying disposition less the
option price. The Company would become entitled to a corresponding deduction.
Ordinary income from a disqualifying disposition will constitute ordinary
compensation income. Any gain in addition to the amount reportable as ordinary
income on a "disqualifying disposition" generally will be capital gain.
Upon the exercise of an Incentive Stock Option, the difference between the
fair market value of stock on the date of exercise and the option price
generally is treated as an adjustment to taxable income in that taxable year for
alternative minimum tax purposes, as are a number of other items specified by
the Code. Such adjustments (along with tax preference items) form the basis for
the alternative minimum tax (presently at a graduated rate for individuals),
which may apply depending on the amount of the computed "regular tax" of the
employee for that year. Under certain circumstances the amount of alternative
minimum tax is allowed as a carryforward credit against regular tax liability in
subsequent years.
Non-Qualified Stock Options. In the case of stock options which do not
qualify as an Incentive Stock Option (Non-Qualified Stock Options), no income
generally is recognized by the optionee at the time of the grant of the option.
Under present law the optionee generally will recognize ordinary income at the
time the Non-Qualified Stock Option is exercised equal to the aggregate fair
market value of the shares acquired less the option price. Ordinary income from
a Non-Qualified Stock Option will constitute compensation for which withholding
may be required under federal and state law.
Subject to special rules applicable when an optionee uses stock of the
Company to exercise an option, shares acquired upon exercise of a Non-Qualified
Stock Option will have a tax basis equal to their fair market value on the
exercise date or other relevant date on which ordinary income is recognized and
the holding period for the shares generally will begin on the date of exercise
or such other relevant date. Upon subsequent disposition of the shares, the
optionee generally will recognize capital gain or loss. Provided the shares are
held by the optionee for more than one year prior to disposition, such gain or
loss will be long-term capital gain or loss.
The Company will generally be entitled to a deduction equal to the ordinary
income (i.e., compensation) portion of the gain recognized by the optionee in
connection with the exercise of a Non-Qualified Stock Option provided the
Company complies with any withholding requirements of federal and state law.
24
<PAGE>
Options to Non-Employee Directors. These options would be Non-Qualified
Stock Options for tax purposes, and the tax rules applicable to them would
generally be the same as the rules for Non-Qualified Stock Options described
above. However, since the optionees are not employees, income tax withholding
would not be required in order for the Company to qualify for its income tax
deduction.
Deferred Compensation Stock Options. These options would be Non-Qualified
Stock Options for tax purposes, and the tax rules applicable to them would
generally be the same as the rules for Non-Qualified Stock Options described
above. This assumes, however, that the decision to accept a Deferred
Compensation Stock Option in lieu of other compensation is made far enough in
advance to avoid constructive receipt of the other forms of income. There is
disagreement among the Internal Revenue Service, the courts, and some
commentators regarding when the recipient must make the decision to defer in
order to avoid constructive receipt of compensation. While the Internal Revenue
Service argues that the deferral election should be made prior to rendering the
services being compensated, some court decisions have approved the deferral of
tax reporting when elections have not been made until later events. If a person
has constructively received income for tax purposes, the income inclusion for
the recipient and corresponding deduction for the Company will occur upon such
constructive receipt and will be measured using valuations as of that date. The
actual exercise of a Deferred Compensation Stock Option in such circumstances
would be a second income and deduction event.
Stock Appreciation Rights. Subject to the discussion of the rules for
payment in Deferred Compensation Stock Options set forth above, a SAR recipient
will be taxed (and the Company will receive a corresponding deduction) when the
recipient exercises the SAR. Income generated by such exercise will be ordinary
compensation income and will be measured by the amount of cash received or the
then-current fair market value of the stock received upon such event. In the
case of a SAR granted to an employee, the Company will have a withholding
obligation.
Restricted Stock. The income and deduction events in the case of Restricted
Stock grants generally are deferred until the restrictions on the stock lapse.
At that time, the recipient would report as ordinary compensation income the
difference between the then-current fair market value of the stock and the
amount (if any) paid for the stock. Subject to withholding obligations, the
Company is entitled to a corresponding deduction. The recipient may elect to
report the income with respect to the Restricted Stock upon its receipt rather
than at the time of the lapse of the restrictions. In such case, the valuation
used for income and deduction purposes is the value of the Restricted Stock at
the time of receipt, disregarding any restrictions other than those that will
never lapse.
Restricted Units. Subject to the discussion of the rules for payment in
Deferred Compensation Stock Options set forth above, a recipient of a Restricted
Unit will be taxed (and the Company will receive a corresponding deduction) when
the recipient receives payment at the time the restrictions lapse. Income
generated by such lapse and payment will be ordinary compensation income and
will be measured by the amount of cash received or the then-current fair market
value of the stock received upon such event. In the case of a Restricted Unit
granted to an employee, the Company will have a withholding obligation.
Performance Shares and Performance Units. Subject to the discussion of the
rules for payment in Deferred Compensation Stock Options set forth above, a
recipient of a Performance Share or Performance Unit will be taxed (and the
Company will receive a corresponding deduction) when the recipient receives
payout at the end of the performance period. The recipient will have ordinary
compensation income measured by the cash received and/or the then-current fair
market value of the stock received upon such event. In the case of a
Performance Share or Performance Unit granted to an employee, the Company will
have a withholding obligation.
25
<PAGE>
Restriction on Deductions. Not every amount paid as compensation for
services is currently deductible. For example, depending upon the services
rendered, some compensation payments must be capitalized or added to inventory
costs. Two other restrictions potentially applicable to deductions for
executive compensation payments are the restriction on deduction of so-called
"excess parachute payments" and the deduction limit of $1,000,000 per year for
certain executive compensation. Whether any such restrictions will apply to
specific payments of compensation by the Company cannot be predicted at this
time.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PLAN.
CERTAIN TRANSACTIONS
None of the directors or executive officers of the Company or any subsidiary
thereof, or any associates or affiliates of any of them, is or has been indebted
to the Company at any time since the beginning of the last completed fiscal year
of the Company and there are no outstanding loans to any directors or officers
of the Company. Except for the stock plans described above, none of the
directors or executive officers of the Company, or any associate or affiliate of
such person, had any other material interest, direct or indirect, in any
transaction during the past year or any proposed transaction with the Company.
INDEPENDENT AUDITORS
Deloitte & Touche LLP performed audit services for the Company during 1996
which consisted of the examination of the financial statements of the Company
and Pacific Crest Investment and limited assistance and consultation in
connection with filings with the Securities and Exchange Commission. All
professional services rendered by Deloitte & Touche LLP during 1996 were
furnished at customary rates and terms. Ernst & Young LLP performed audit
services for the Company during 1995. The change in accountants was not due to
any disagreements on accounting policies or principles between the Company and
its former accountants.
The Company has selected Deloitte & Touche LLP to serve as independent
accountants for the 1997 fiscal year. Representatives of Deloitte & Touche LLP
will be present at the Meeting to respond to appropriate questions and to
comment on the Company's consolidated financial statements.
PROPOSALS OF STOCKHOLDERS
Proposals of Stockholders intended to be included in the proxy materials for
the 1998 Annual Meeting of Stockholders must be received by the Secretary of the
Company, 30343 Canwood Street, Agoura Hills, California 91301, by December 8,
1997.
Under Rule 14a-8 adopted by the SEC under the Exchange Act, proposals of
Stockholders must conform to certain requirements as to form and may be omitted
from the proxy statement and proxy under certain circumstances. In order to
avoid unnecessary expenditures of time and money by Stockholders and the
Company, Stockholders are urged to review this rule and, if questions arise, to
consult legal counsel prior to submitting a proposal to the Company.
26
<PAGE>
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended December 31, 1996
accompanies this Proxy Statement. The Annual Report contains consolidated
financial statements of the Company and its subsidiary and the report thereon of
Deloitte & Touche LLP, the Company's independent auditors.
STOCKHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K INCLUDING FINANCIAL STATEMENTS REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 BY WRITING TO THE COMPANY AT
30343 CANWOOD STREET, AGOURA HILLS, CALIFORNIA 91301.
OTHER BUSINESS
Management knows of no business which will be presented for consideration at
the Meeting other than as stated in the Notice of Meeting. If, however, other
matters are properly brought before the Meeting, it is the intention of the
Proxyholders to vote the shares represented thereby on such matters in
accordance with the recommendation of the Board of Directors and authority to do
so is included in the Proxy.
PACIFIC CREST CAPITAL, INC.
/S/ Robert Dennen
Robert Dennen
Vice President, Chief Financial
Officer and Secretary
Agoura Hills, California
April 7, 1997
27
<PAGE>
REVOCABLE PROXY PACIFIC CREST CAPITAL, INC. REVOCABLE PROXY
ANNUAL MEETING OF STOCKHOLDERS -- MAY 8, 1997
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder(s) of Pacific Crest Capital, Inc. (the "Company")
hereby nominates, constitutes and appoints Sean A. Sievers and Robert J.
Dennen, and each of them, the attorney, agent and proxy of the undersigned,
with full power of substitution, to vote all stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company (the "Meeting") to be held at the Hyatt Westlake Plaza, Salon Dos, 880
South Westlake Boulevard, Westlake Village, California 91361 at 2:00 p.m., on
Thursday, May 8, 1997, and any adjournments thereof, as fully and with the same
force and effect as the undersigned might or could do if personally present
thereat, as follows:
PLEASE SIGN AND DATE ON REVERSE SIDE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEE LISTED ABOVE AND "FOR" RE-APPROVAL OF THE 1993 EQUITY
INCENTIVE PLAN. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY
SHALL BE VOTED BY THE PROXYHOLDERS IN ACCORDANCE WITH THE RECOMMENDATIONS OF A
MAJORITY OF THE BOARD OF DIRECTORS.
<PAGE>
PACIFIC CREST CAPITAL, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEE
UNLESS AUTHORITY TO DO SO IS WITHHELD AND "FOR" RE-APPROVAL OF THE 1993 EQUITY
INCENTIVE PLAN UNLESS "AGAINST" OR "ABSTAIN" IS MARKED ON THE ENCLOSED PROXY.
1. ELECTION OF DIRECTORS -- Withhold
NOMINEE: Rudolph I. Estrada -- Year Term Expires 2000 For Authority
[_] [_]
2. RE-APPROVAL OF 1993 EQUITY INCENTIVE PLAN. To re-approve the 1995 Equity
Incentive Plan pursuant to which directors and officers may be granted
certain stock-based awards. For Against Abstain
[_] [_] [_]
3. OTHER BUSINESS. In their discretion, the proxyholders are authorized to
transact such other business as may properly come before the Meeting, and
any adjournment or adjournments thereof.
The undersigned hereby ratifies and confirms all that said attorneys and
proxyholders, or either of them, or their substitutes, shall lawfully do or
cause to be done by virtue hereof, and hereby revokes any and all proxies
heretofore given by the undersigned to vote at the Meeting. The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting and the Proxy
Statement accompanying said notice.
Dated:_________________________________________________ , 1997
Signature ____________________________________________________
Signature ____________________________________________________
NOTE: Please date this Proxy and sign your name as it appears
on your stock certificates. Executors, administrators,
trustees, etc., should give their full titles. All joint
owners should sign.
I (We) do do not expect to attend the Meeting.
PLEASE SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE
PREPAID ENVELOPE PROVIDED.
