<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
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)(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>
[Logo of Pacific Crest Capital, Inc.]
PACIFIC CREST CAPITAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 13, 1998
Notice is hereby given that the annual meeting (the "Meeting") of the
stockholders of Pacific Crest Capital, Inc. (the "Company") will be held on
Wednesday, May 13, 1998, at the Warner Center Marriott, 21850 Oxnard Street,
Woodland Hills, California 91367 at 2:00 p.m. for the following purposes:
1. ELECTION OF DIRECTORS. To elect two persons 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. 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 16,
1998 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 10, 1998
<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 WEDNESDAY, MAY 13, 1998
--------------------
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 Wednesday, May 13,
1998, at the Warner Center Marriott, 21850 Oxnard Street, Woodland Hills,
California 91367 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 10, 1998. Only Stockholders of
record on March 16, 1998 ("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 two persons 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' nominees are:
Martin J. Frank
Steven J. Orlando
2. OTHER BUSINESS. To transact such other business as may properly come
before the Meeting and at any and all adjournments thereof.
<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 Bank ("Pacific Crest Bank"), 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 2,981,807
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.
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 Directors' nominees.
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 each nominee for director set forth herein.
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.
2
<PAGE>
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 (based on Schedules 13D and 13G reports filed
with the Securities and Exchange Commission), (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 1997 exceeded
$100,000 (the "Named Executives"), and (iv) all directors and executive officers
of the Company, as a group:
<TABLE>
<CAPTION>
Name and Number of
Address of Shares Percent
Beneficial Beneficially of
Owner(1) Owned(2) Class(3)
------------------------------------- ------------ ----------
<S> <C> <C>
WELLINGTON MANAGEMENT COMPANY, LLP 293,000(4) 9.83%
75 State Street
Boston, MA 02109
KENNEDY CAPITAL MANAGEMENT, INC. 228,910(5) 7.68%
10829 Olive Blvd.
St. Louis, MO 63141
SANDLER O'NEILL ASSET MANAGEMENT LLC 158,500(6) 5.32%
712 Fifth Avenue
New York, NY 10019
FRIEDMAN, BILLINGS, RAMSEY & CO., INC. 151,270 5.07%
1001 Nineteenth Street North
Arlington, VA 22209
GARY WEHRLE 175,112(7) 5.80%
President, Chief Executive Officer
and Chairman of the Board
RUDOLPH I. ESTRADA 3,599(8) *
Director
MARTIN J. FRANK 18,989(9) *
Director; Nominee
RICHARD S. ORFALEA 4,471(10) *
Director
STEVEN J. ORLANDO 2,936(11) *
Director; Nominee
GONZALO FERNANDEZ 18,796(12) *
Executive Vice President
JOSEPH FINCI 6,720(13) *
Senior Vice President
LYLE C. LODWICK 22,533(14) *
Executive Vice President
BARRY L. OTELSBERG 49,623(15) 1.65%
Executive Vice President
3
<PAGE>
All directors and executive officers,
as a group (11 persons) 314,491(16) 10.13%
</TABLE>
- ----------------------------
* Less than 1%.
(1) The address for each of the directors and Named Executives of the
Company is in care of Pacific Crest Capital, Inc.: 30343 Canwood
Street, Agoura Hills, California 91301.
(2) 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.
(3) 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).
(4) As reported in the Schedule 13G (Amendment No. 3) filed by Wellington
Management Company, LLP ("Wellington") with the Securities and Exchange
Commission on February 11, 1998. Wellington beneficially owns these
shares, which are held of record by certain of its clients, in its
capacity as investment adviser. No such client is known to have the
right to receive, or the power to direct the receipt of, dividends from,
or the proceeds from the sale of these shares with respect to more than
five percent of these shares, except Bay Pond Partners, L.P. Of the
293,000 shares, Wellington shares the power to vote 270,000 of these
shares and shares the power to dispose of all 293,000 shares.
(5) As reported in the Schedule 13G (Amendment No. 2) filed by Kennedy
Capital Management, Inc. ("Kennedy") with the Securities and Exchange
Commission on February 10, 1998. Of the 228,910 shares, Kennedy has
sole voting power with respect to 209,760 shares.
(6) As reported in the Schedule 13D (Amendment No. 2) filed by Sandler
O'Neill Asset Management LLC ("SOAM") with the Securities and Exchange
Commission on March 16, 1998. SOAM owned directly no shares of Common
Stock. By reason of its position as management company for Malta
Partners, L.P. ("MP") Malta Partners II, L.P. ("MPII"), Malta Hedge
Fund, L.P. ("MHF") and Malta Hedge Fund II, L.P. ("MHFII"), SOAM may be
deemed to beneficially own the 88,000 shares owned by MP, the 22,100
shares owned by MPII, the 40,900 shares owned by MHF and the 7,500
shares owned by MHFII, or an aggregate of 158,000 shares of Common
Stock. Of the 158,000 shares, SOAM shares voting and dispositive power
over 88,000 shares with MP, 22,100 shares with MPII, 40,900 shares with
MHF and 7,500 shares with MHFII. SOAM Holdings, LLC ("Holdings") owned
directly no shares of Common Stock. By reason of its position as
general partner of MP, MPII, MMF and MHFII, Holdings may be deemed to
beneficially own the 88,000 shares owned by MP, the 22,100 shares owned
by MPII, the 40,900 shares owned by MHF and the 7,500 shares owned by
MHFII, or an aggregate of 158,000 shares of Common Stock. Of the
158,000 shares, Holdings shares voting and dispositive power over 88,000
shares with MP, 22,100 shares with MPII, 40,900 shares with MHF and
7,500 shares with MHFII. Terry Maltese is President of SOAM and
Holdings. Mr. Maltese directly owned no shares of Common Stock. By
reason of his position as President of SOAM and Holdings, Mr. Maltese
may be deemed to beneficially own the 88,000 shares owned by MP, the
22,100 shares owned by MPII, the 40,900 shares owned by MHF and the
7,500 shares owned by MHFII, or an aggregate of 158,000 shares. Of the
158,000 shares, Mr. Maltese shares voting and dispositive power of
88,000 shares with MP, 22,100 shares with MPII, 40,900 shares with MHF
and 7,500 shares with MHFII.
(7) Includes 38,991 shares of Common Stock issuable upon the exercise of
stock options vested pursuant to the Company's 1993 Equity Incentive
Plan.
(8) Includes 2,750 shares of Common Stock issuable upon exercise of stock
options vested pursuant to the Company's 1993 Equity Incentive Plan.
4
<PAGE>
(9) 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 2,750 shares of
Common Stock issuable upon exercise of stock options vested pursuant to
the Company's 1993 Equity Incentive Plan.
(10) Includes 2,750 shares of Common Stock issuable upon exercise of stock
options vested pursuant to the Company's 1993 Equity Incentive Plan.
(11) Includes 1,125 shares of Common Stock issuable upon exercise of stock
options vested pursuant to the Company's 1993 Equity Incentive Plan.
(12) Includes 17,316 shares of Common Stock issuable upon the exercise of
stock options vested pursuant to the Company's 1993 Equity Incentive
Plan.
(13) Includes 5,665 shares of Common stock issuable upon exercise of stock
options vested pursuant to the Company's 1993 Equity Incentive Plan.
(14) Includes 20,106 shares of Common Stock issuable upon exercise of stock
options vested pursuant to the Company's 1993 Equity Incentive Plan.
(15) Includes 20,106 shares of Common Stock issuable upon the exercise of
stock options vested pursuant to the Company's 1993 Equity Incentive
Plan.
(16) Includes 121,524 shares of Common Stock issuable upon exercise of stock
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. Two members of Class II shall be
elected to a three year term at the annual meeting of Stockholders in 1998, two
members of Class III shall be elected to a three year term at the annual meeting
of Stockholders in 1999, and one member of Class I shall be elected to a three
year term at the annual meeting of Stockholders in 2000.
The directors proposed for re-election, Martin J. Frank and Steven J.
Orlando, were elected to their present terms in 1995. Messrs. Frank and Orlando
have indicated their willingness to serve, and unless otherwise instructed,
Proxies will be voted in such a way as to effect, if possible, the election of
Messrs. Frank and Orlando. In the event that Mr. Frank or Mr. Orlando 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. Frank or
Mr. Orlando 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 directors of the Company are
directors or trustees of 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 trustee of Monarch Funds, a
registered investment company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES.
The following table sets forth certain information with respect to the
nominees for director, and the current directors of the Company. All directors
of the Company are also directors of Pacific Crest Bank. 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>
Year First Appointed Principal Occupation or Employment and
Name Age as Director Occupation for the Past Five Years
- -------------------------- ---- ----------------------- -------------------------------------------------------------
<S> <C> <C> <C>
Martin J. Frank(1) 61 1993 Nominee; 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, 1997; 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 1997; retired as
Managing Director from Towers, Perrin, Forster & Crosby, Inc.
from 1969 to February 1992.
Steven J. Orlando(1) 46 1995 Nominee; Class II Director of the Company; Certified Public
Accountant; Chief Financial Officer of Systems Integrators, a
newspaper software company, from 1997 to present; Chief
Financial Officer of Java Centrale, Inc., a gourmet coffee
franchiser, from 1994 to 1997; Director and President, RJN
Enterprises, a private investment company, from July 1988 to
present; Director and consultant, Southwest Products Company,
an aerospace specialty bearing manufacturer, from 1990 to
1995; Director and consulting Chief Financial Officer of FRS,
Inc. from 1988 to 1994; self-employed as financial advisor
and consultant from 1988 to 1994.
Richard S. Orfalea(2) 56 1993 Class III Director of the Company; Director of Mergers and
Acquisitions, Director of International Expansion, Kinko's
Graphics Corp. from 1990 to present.
Gary Wehrle(2) 55 1993 Class III Director of the Company; Chairman of the Board,
President and Chief Executive Officer of the Company since
formation; President and Chief Executive Officer of Pacific
Crest Bank since 1984; Executive Vice President of The
Foothill Group, Inc. ("Foothill Group") from 1980 to 1993.
7
<PAGE>
<CAPTION>
Year First Appointed Principal Occupation or Employment and
Name Age as Director Occupation for the Past Five Years
- -------------------------- ---- ----------------------- -------------------------------------------------------------
<S> <C> <C> <C>
Rudolph I. Estrada(3) 50 1993 Class I Director of the Company; Trustee of Monarch Funds, a
registered investment company under the Investment Company
Act of 1940 since 1994; 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; Los
Angeles District Director U.S. Small Business Administration,
from 1980 to 1982.
</TABLE>
- ------------------------
(1) Messrs. Frank and Orlando's terms of office expire at the 1998 Annual
Meeting of Stockholders.
(2) Messrs. Orfalea and Wehrle's terms of office expire at the 1999 Annual
Meeting of Stockholders.
(3) Mr. Estrada's term of office expires at the 2000 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 seven times during
1997. The Audit Committee currently consists of all of the nonemployee
directors and Mr. Orlando 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 one time during 1997.
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 seven times during 1997. All of the persons who
were directors of the Company during 1997 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 1997.
8
<PAGE>
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 year
ended December 31, 1997, 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.
Pacific Crest Capital, Inc. (parent 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 their
directors' fees in shares of stock.
In addition, nonofficer directors of Pacific Crest Capital, Inc.
automatically receive annual grants of stock options to acquire shares of Common
Stock under the Company's 1993 Equity Incentive Plan.
In 1997, Pacific Crest Bank 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 $500 for
meetings with the Federal Deposit Insurance Corporation or the Department of
Financial Institutions of the State of California. In addition, pursuant to the
1996 Non-Employee Directors' Stock Plan, nonofficer directors may elect to
receive all or a portion of their directors' fees in shares of stock.
Neither Pacific Crest Capital, Inc. nor Pacific Crest Bank pays directors
who are also executive officers for attending board or committee meetings.
9
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth certain summary information concerning
compensation paid or accrued to or on behalf of the Named Executives (determined
as of the end of the last fiscal year) for each of the fiscal years ended
December 31, 1997, 1996 and 1995 of the Company and Pacific Crest Bank.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Securities
Underlying
Other Annual Options/ All Other
Name and Principal Position Year Salary ($) Bonus ($) Compensation ($)(1) SARs (#) Compensation ($)
- --------------------------- ---- ---------- --------- ------------------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C>
GARY WEHRLE 1997 250,080 75,000 12,000 15,000 27,708(2)
PRESIDENT AND 1996 232,414 51,000 12,000 17,000 10,635(3)
CHIEF EXECUTIVE OFFICER 1995 232,414 -- 12,000 -- 18,560(4)
GONZALO FERNANDEZ 1997 151,000 40,000 12,000 8,000 6,528(5)
EXECUTIVE VICE PRESIDENT 1996 144,000 54,000 12,000 10,000 4,631(6)
1995 120,000 -- 12,000 7,000 3,313(7)
BARRY L. OTELSBERG 1997 160,000 25,000 12,000 8,000 15,914(8)
EXECUTIVE VICE PRESIDENT 1996 155,000 34,000 12,000 5,000 10,018(9)
1995 155,000 -- 12,000 5,335 13,612(10)
LYLE C. LODWICK 1997 130,000 35,000 12,000 8,000 10,314(11)
EXECUTIVE VICE PRESIDENT 1996 125,000 28,000 12,000 5,000 9,632(12)
1995 125,000 -- 12,000 5,335 9,550(13)
JOSEPH FINCI 1997 93,600 25,000 12,000 5,000 6,414(14)
SENIOR VICE PRESIDENT 1996 90,000 30,000 6,000 3,000 7,223(15)
1995 78,624 -- 6,000 1,000 680(16)
</TABLE>
- -----------------------
(1) Automobile allowance received by the Named Executive in the amount
indicated.
(2) Includes a $9,500 employer contribution to the 401(k) Plan, $2,961 in
imputed life insurance premiums, $975 for income tax preparation fee,
$9,272 premium for life insurance and $5,000 for anniversary award.
(3) Includes a $9,000 employer contribution to the 401(k) Plan, $885 in
imputed life insurance premiums and $750 for income tax preparation fee.
(4) Includes a $9,000 employer contribution to the 401(k) Plan, $288 in
imputed life insurance premiums and $9,272 contribution to the Split
Dollar Life Insurance Plan.
(5) Includes a $4,500 employer contribution to the 401(k) Plan, $940 premium
for life insurance and $1,088 in imputed life insurance premiums.
10
<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 in imputed life insurance premiums.
(8) Includes a $9,500 employer contribution to the 401(k) Plan, $711 premium
for life insurance, $703 in imputed life insurance premiums and $5,000
for anniversary award.
(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 to the Split Dollar Life Insurance Plan and $174 in imputed
life insurance premiums.
(11) Includes a $9,500 employer contribution to the 401(k) Plan, $500 premium
for life insurance and $314 in imputed life insurance premiums.
(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 for
anniversary award, $398 premium for life insurance and $102 in imputed
life insurance premiums.
(14) Includes a $5,616 employer contribution to the 401(k) Plan, $600 premium
for medical insurance and $198 in imputed life insurance premiums.
(15) Includes a $6,600 employer contribution to the 401(k) Plan, $600 premium
for medical insurance and $23 in imputed life insurance premiums.
(16) Includes $600 premium for medical insurance and $80 in imputed life
insurance premiums.
OPTION GRANTS
The following stock options were granted during 1997 to the Named
Executives pursuant to the Company's 1993 Equity Incentive Plan:
<TABLE>
<CAPTION>
Individual Grants
- -----------------------------------------------------------------------------------------------------------------------
Number of Percent of Total Potential Realizable Value
Securities Options/SARS At Assumed Rates of Stock
Underlying Granted to Exercise Price Appreciation (2)
Options/SARS Employees in or Base Price ---------------------------
Name Granted (#)(1) FY 1997 ($/Sh) Expiration Date 5% 10%
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gary Wehrle 15,000 22.9% $12.00 1/23/2007 $113,199 $286,872
Gonzalo Fernandez 8,000 12.2% 12.00 1/23/2007 60,373 152,999
Barry L. Otelsberg 8,000 12.2% 12.00 1/23/2007 60,373 152,999
Lyle C. Lodwick 8,000 12.2% 12.00 1/23/2007 60,373 152,999
Joseph Finci 5,000 7.62% 12.00 1/23/2007 37,733 95,624
</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 in the 1993 Equity Incentive Plan) 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.
11
<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, 1997 and unexercised options held by the Named Executives as of
December 31, 1997.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1997
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs at
Options/SARs at 12/31/97 (#) 12/31/97 ($)(1)
---------------------------- ----------------------------
Shares
Acquired Value
on Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gary Wehrle -- -- 22,197 43,133 $271,913 $411,858
Gonzalo Fernandez -- -- 12,321 27,679 147,934 280,714
Barry L. Otelsberg -- -- 12,874 22,126 158,594 217,022
Lyle C. Lodwick -- -- 12,874 22,126 158,594 217,022
Joseph Finci -- -- 2,997 10,003 37,545 89,524
</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, 1997 ($18.25
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 "Executive Retirement Plan") at its formation in
1993. At December 31, 1997, only Gary Wehrle, Gonzalo Fernandez, Barry L.
Otelsberg and Lyle C. Lodwick were participants in the Executive Retirement
Plan.
The following table shows the estimated annual retirement benefits that
would be payable to the Named Executives under the Executive Retirement Plan on
their Normal Retirement Date (as defined in the Executive Retirement Plan) on a
straight life annuity basis, before any applicable offset for Social Security
benefits or matching 401(k) contributions made under the Pacific Crest Capital,
Inc. Retirement Plan (the "401(k) Plan") on the participant's behalf. Offsets
for social security and 401(k) matching contributions made under the 401(k) Plan
may be substantial.
12
<PAGE>
<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, 1997 for Messrs. Wehrle,
Fernandez, Otelsberg, and Lodwick were 20, 4, 21, and 12, respectively.
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Company has entered into employment agreements with Messrs. Wehrle,
Fernandez, Otelsberg, Lodwick, Dennen and Finci, and Ms. Reinhart
("Employees"). Mr. Wehrle's employment agreement was for an initial term of
three years and was automatically extended pursuant to its terms and
currently covers the period through December 23, 2000. Messrs. Fernandez,
Otelsberg, Lodwick, Dennen and Finci's and Ms. Reinhart's employment
agreements each are for initial two year terms. The terms of the employment
agreements are 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 or her 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 or her 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 or her 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, 401(k) Plan and Executive
Retirement 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
13
<PAGE>
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.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors establishes the
general policies regarding compensation for the Company and Pacific Crest
Bank, 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 Bank.
Set forth below is a report of the Compensation Committee addressing the
Company's compensation policies for 1997 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"). Mr. Wehrle's Agreement was automatically extended pursuant
to its terms and currently covers the period through December 23, 2000. 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 upon the Company's
performance and the job performance of Mr. Wehrle and the competitive salary
levels for chief executive
14
<PAGE>
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
Bank, 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 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 pay Mr. Wehrle a base
salary of $250,080 in 1997, and to award him a cash bonus of $75,000 and a
grant of 15,000 stock options in 1997.
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.
Through the Equity Incentive Plan, stock options have been granted to
key employees, including the Company's executive officers. See "ELECTION OF
DIRECTORS -- 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 Compensation Committee. During 1997, stock options were
granted to each of the Named Executives, Robert J. Dennen and Carolyn
Reinhart.
In making its determination with respect to stock option grants during
1997, the Compensation Committee took into account option grants to the
executive offices 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
Messrs. Wehrle, Otelsberg, Fernandez, Lodwick, Finci and Dennen and Ms.
Reinhart participate in the Company's broad-based employee benefit plans,
such as medical, supplemental disability and term life insurance. In
addition, Messrs. Wehrle, Otelsberg, Fernandez and Lodwick participate in the
Company's Executive Retirement Plan. See "ELECTION OF DIRECTORS -- Executive
Compensation -- DEFINED BENEFIT PLAN."
The Company has also taken out $250,000 term whole life insurance policies
for Messrs. Fernandez and Lodwick under the Company's term whole life insurance
plan.
15
<PAGE>
Messrs. Wehrle and Otelsberg also participate in the Split Dollar Life
Insurance Plan. The Split Dollar Life Insurance 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.
Dated: April 10, 1998. 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 Common 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, 1997. 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.
[INSERT GRAPH]
<TABLE>
<CAPTION>
Period Ending
---------------------------------------------------------------------------
Index 12/23/93 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
- ---------------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Pacific Crest
Capital, Inc. 100.00 91.94 54.84 93.55 148.39 235.48
Nasdaq & Total U.S. 100.00 102.56 100.25 141.78 174.39 214.00
PCCI Peer Group 100.00 113.39 113.75 169.26 228.30 441.15
</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., ITLA Capital Corporation, +Landmark
Bancorp, National Mercantile Bancorp, Professional Bancorp, Inc., Orange
National Bancorp, +Riverside National Bank, +SC Bancorp, +Transworld Bancorp,
+Ventura County National Bancorp, Bank of Los Angeles, CIUC Bancorp, Redwood
Empire and SJBN Financial Corp.
- ------------------
+ Now defunct
++ Trades on "pink sheet" exchange
17
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No person who served as a member of the Compensation Committee during the
1997 fiscal year is, or ever has been, an officer or employee of the Company or
any of its subsidiaries.
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
In March 1996, the Company terminated its engagement of Ernst & Young LLP,
and retained Deloitte & Touche LLP, as its independent public accountants to
audit its financial statements for the year ended December 31, 1996. The
decision to change accountants was unanimously recommended by the Company's
Audit Committee and approved by the Company's Board of Directors.
During the 1995 fiscal year of the Company, there were no adverse opinions,
disclaimers of opinion or qualifications or modifications as to uncertainty,
audit scope or accounting principles regarding the reports of Ernst & Young LLP
on the Company's financial statements. There were no reportable disagreements
with Ernst & Young LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
Deloitte & Touche LLP performed audit services for the Company during 1997
which consisted of the examination of the financial statements of the Company
and Pacific Crest Bank and assistance and consultation in connection with
filings with the Securities and Exchange Commission. All professional services
rendered by Deloitte & Touche LLP during 1997 were furnished at customary rates
and terms.
The Company has selected Deloitte & Touche LLP to serve as independent
accountants for the 1998 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 1999 Annual Meeting of Stockholders must be received by the Secretary of
the Company, 30343 Canwood Street, Agoura Hills, California 91301, by
December 11, 1998.
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
18
<PAGE>
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.
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended December 31, 1997
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, 1997 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 J. Dennen
ROBERT J. DENNEN
Vice President, Chief Financial
Officer and Secretary
Agoura Hills, California
April 10, 1998
19
<PAGE>
REVOCABLE PROXY REVOCABLE PROXY
PACIFIC CREST CAPITAL, INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 13, 1998
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 Gary Wehrle 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 Warner Center Marriott, 21850 Oxnard
Street, Woodland Hills, California 91367, at 2:00 p.m., on Wednesday, May 13,
1998, and any adjournments thereof, as fully and with the same force and effect
as the undersigned might or could do if personally thereat as follows:
PLEASE SIGN AND DATE ON REVERSE SIDE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "FOR" THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES LISTED. 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/
<TABLE>
<CAPTION>
<S> <C>
THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES UNLESS AUTHORITY TO DO SO IS WITHHELD.
Withhold
1. ELECTION OF DIRECTORS - For Authority
NOMINEE: Martin J. Frank - Term Expires 2001 / / / / / /
Withhold
For Authority
NOMINEE: Steven J. Orlando - Term Expires 2001 / / / / / /
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below)
- -------------------------------------------------------------------------------
2. 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.
(NOTE: PLEASE DATE 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 NOT EXPECT TO ATTEND
THE MEETING.
DATED: , 1998
--------------------------
SIGNATURE
-----------------------------
SIGNATURE
-----------------------------
PLEASE SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE
PREPAID ENVELOPE PROVIDED.
