<PAGE>
[PACIFIC CREST CAPITAL, INC.]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 12, 2000
Notice is hereby given that the annual meeting of the stockholders of
Pacific Crest Capital, Inc. will be held on Friday, May 12, 2000, at the Hyatt
Westlake Hotel, 880 South Westlake Blvd., Westlake Village, California 91361, at
2:00 p.m. for the following purposes:
1. ELECTION OF DIRECTOR. To elect one member to the board of directors
for a term of three years and to serve until his 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 Friday
March 17, 2000 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
Senior Vice President,
Chief Financial Officer
and Secretary
Agoura Hills, California
April 3, 2000
<PAGE>
[PACIFIC CREST CAPITAL, INC.]
30343 CANWOOD STREET
AGOURA HILLS, CALIFORNIA 91301
(818) 865-3300
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FRIDAY, MAY 12, 2000
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation
of proxies by the board of directors of Pacific Crest Capital, Inc. ("Pacific
Crest Capital") for use at the annual meeting of the stockholders of Pacific
Crest Capital to be held on Friday, May 12, 2000, at the Hyatt Westlake Hotel,
880 South Westlake Blvd., Westlake Village, California 91361, at 2:00 p.m. and
at any adjournment thereof. This proxy statement and the enclosed proxy card and
other enclosures will be first mailed to stockholders on or about April 11,
2000. Only stockholders of record on March 17, 2000 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 DIRECTOR. To elect one member to the board of directors
for a term of three years and to serve until his successor is elected
and qualified. The board of directors' nominee is:
Rudolph I. Estrada
2. OTHER BUSINESS. To transact such other business as may properly come
before the meeting and at any and all adjournments thereof.
COSTS OF SOLICITATION OF PROXIES
This solicitation of proxies is made on behalf of the board of
directors of Pacific Crest Capital, and Pacific Crest Capital 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 Pacific Crest Capital. It is contemplated that
proxies will be solicited principally through the mail, but directors, officers
and regular employees of Pacific Crest Capital or its subsidiary, Pacific Crest
Bank, may solicit proxies personally or by telephone. In addition, Pacific Crest
Capital has
1
<PAGE>
engaged Corporate Investor Communications to assist in the distribution and
solicitation of proxies, for which Pacific Crest Capital has agreed to pay a fee
of $3,000. Although there is no formal agreement to do so, Pacific Crest Capital
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 Pacific Crest Capital consists of 10,000,000
shares of common stock, par value $.01 per share, of which 2,507,144 shares were
issued and outstanding on the record date, and 2,000,000 shares of serial
preferred stock, par value $.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 Pacific Crest Capital as of the record date on
any matter submitted to the stockholders. Pacific Crest Capital'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. Abstentions from voting and votes "WITHHELD" in the election of
directors will have no legal effect. Abstentions are counted for the purposes of
determining the number of shares which are present in person or represented by
proxy at the meeting. Shares not voted on proxies returned by brokers are not
counted for the purposes of determining the number of shares present in person
or represented by proxy at the meeting and will have no impact on the election
of directors.
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 or a duly executed proxy bearing a later date to the Secretary of
Pacific Crest Capital 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' nominee.
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.
The enclosed proxy confers discretionary authority with respect to any
other proposals that 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 (1) each person known to Pacific Crest Capital to
own more than 5% of the outstanding common stock (based on Schedules 13D and 13G
reports filed with the Securities and Exchange Commission), (2) the directors
and nominees for director of Pacific Crest Capital, (3) the Chief Executive
Officer and seven other executive officers of Pacific Crest Capital whose salary
and bonus in 1999 exceeded $100,000 (the "Named Executives," which includes,
pursuant to Item 402 of Regulation S-K, Mr. Finci despite his resignation in
April 1999), and (4) all directors and the Named Executives as a group:
2
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<TABLE>
<CAPTION>
Number of Shares
Name and Address of Beneficially Percent
Beneficial Owner(1) Owned(2) of Class(3)
---------------------------------------------- -------------------- --------------
<S> <C> <C>
WELLINGTON MANAGEMENT COMPANY, LLP 197,300(4) 7.87%
75 State Street
Boston, MA 02109
DALTON, GREINER, HARTMAN, MAHER & CO. 185,100(5) 7.38%
1100 Fifth Avenue South, Suite 301
Naples, FL 34102
SANDLER O'NEILL ASSET MANAGEMENT LLC 170,000(6) 6.78%
712 Fifth Avenue
New York, NY 10019
NORTHAVEN MANAGEMENT, INC. 170,300(7) 6.78%
237 Park Avenue, 9th Floor
New York, NY 10017
FBR CAPITAL MANAGEMENT, INC. 128,070(8) 5.11%
1001 Nineteenth Street North
Arlington, VA 22209
KENNEDY CAPITAL MANAGEMENT, INC. 127,910(9) 5.10%
10829 Olive Blvd.
St. Louis, MO 63141
GARY WEHRLE 198,772(10) 7.74%
President, Chief Executive Officer
and Chairman of the Board
RUDOLPH I. ESTRADA 6,892(11) *
Director; Nominee
MARTIN J. FRANK 22,548(12) *
Director
RICHARD S. ORFALEA 8,815(13) *
Director
STEVEN J. ORLANDO 6,370(14) *
Director
GONZALO FERNANDEZ 40,576(15) 1.59%
Executive Vice President
LYLE C. LODWICK 37,087(16) 1.46%
Executive Vice President
ROBERT J. DENNEN 11,869(17) *
Senior Vice President, Chief Financial
Officer
CAROLYN REINHART 7,465(18) *
Senior Vice President
BARRY L. OTELSBERG 62,908(19) 2.45%
Executive Vice President
JOSEPH FINCI - -
Senior Vice President
All directors and executive officers, as a 403,302(20) 14.90%
group (11 persons)
</TABLE>
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<PAGE>
- ---------------
* Less than 1%.
(1) The address for each of the directors and Named Executives of Pacific
Crest Capital 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 that 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 dated December 31, 1999, filed by
Wellington Management Company, LLP ("Wellington") with the SEC on
February 11, 2000. Wellington beneficially owns these shares, which are
held of record by certain of its clients, in its capacity as investment
advisor. 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, LP. Of the 197,300 shares, Wellington
shares the power to vote 171,000 of these shares and shares the power to
dispose of all 197,300 shares.
(5) As reported in the Schedule 13G dated December 31, 1999, filed by
Dalton, Greiner, Hartman, Maher & Co. with the SEC on February 10, 2000.
(6) As reported in the Schedule 13F, filed by Sandler O'Neill Asset
Management LLC with the SEC in February 2000.
(7) As reported in the Schedule 13G December 31, 1999, filed by Northaven
Management, Inc. with the SEC on February 10, 2000. Northhaven
Management, Inc. shares voting and investment power over these shares
with Northaven Partners, L.P., Northaven Partners, II, L.P., Northaven
Partners, III, L.P. and Northaven Associates, LLC.
(8) As reported in the Schedule 13F filed by FBR Capital Management, Inc.
with the SEC in February 2000.
(9) As reported in the Schedule 13F filed by Kennedy Capital Management,
with the SEC in February 2000.
(10) Includes 62,651 shares of common stock issuable upon exercise of stock
options vested pursuant to Pacific Crest Capital's 1993 Equity Incentive
Plan, as amended.
(11) Includes 3,750 shares of common stock issuable upon exercise of stock
options vested pursuant to Pacific Crest Capital's 1993 Equity Incentive
Plan, as amended.
(12) Includes 7,300 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 3,750 shares of
common stock issuable upon exercise of stock options vested pursuant to
Pacific Crest Capital's 1993 Equity Incentive Plan, as amended.
(13) Includes 3,750 shares of common stock issuable upon exercise of stock
options vested pursuant to Pacific Crest Capital's 1993 Equity Incentive
Plan, as amended.
(14) Includes 2,750 shares of common stock issuable upon exercise of stock
options vested pursuant to Pacific Crest Capital's 1993 Equity Incentive
Plan, as amended.
(15) Includes 38,993 shares of common stock issuable upon exercise of stock
options vested pursuant to Pacific Crest Capital's 1993 Equity Incentive
Plan, as amended.
(16) Includes 33,993 shares of common stock issuable upon exercise of stock
options vested pursuant to Pacific Crest Capital's 1993 Equity Incentive
Plan, as amended.
(17) Includes 11,181 shares of common stock issuable upon exercise of stock
options vested pursuant to Pacific Crest Capital's 1993 Equity Incentive
Plan, as amended.
(18) Includes 6,098 shares of common stock issuable upon exercise of stock
options vested pursuant to Pacific Crest Capital's 1993 Equity Incentive
Plan, as amended.
(19) Includes 33,327 shares of common stock issuable upon exercise of stock
options vested pursuant to Pacific Crest Capital's 1993 Equity Incentive
Plan, as amended.
(20) Includes 200,243 shares of common stock issuable upon exercise of stock
options vested pursuant to Pacific Crest Capital's 1993 Equity Incentive
Plan, as amended.
4
<PAGE>
PROPOSAL 1. ELECTION OF DIRECTOR
BOARD OF DIRECTORS AND NOMINEE
Pacific Crest Capital'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 Pacific Crest Capital 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 2000, two members of Class II shall be elected to a
three-year term at the annual meeting of stockholders in 2001 and two members of
Class III shall be elected to a three-year term at the annual meeting of
stockholders in 2002.
The director proposed for re-election at this annual meeting, Rudolph
I. Estrada, was elected to his present term in 1997. 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, the nominee for director or executive officers
were selected pursuant to any arrangement or understanding, other than with the
directors and executive officers of Pacific Crest Capital acting within their
capacity as such. There are no family relationships among directors or executive
officers of Pacific Crest Capital. As of the date hereof, no directors of
Pacific Crest Capital 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' NOMINEE.
The following table sets forth certain information with respect to the
nominee for director, and the current directors of Pacific Crest Capital. All
directors of Pacific Crest Capital 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 DIRECTOR
- -- Executive Compensation -- EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT
ARRANGEMENTS."
5
<PAGE>
<TABLE>
<CAPTION>
Year First
Appointed as Principal Occupation or Employment and Occupation
Name Age Director for the Past Five Years
- ----------------------------- --------- ------------------ ----------------------------------------------------
<S> <C> <C> <C>
Rudolph I. Estrada (1) 52 1993 Nominee; Class I Director of Pacific Crest
Capital; 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.
Martin J. Frank (2) 63 1993 Class II Director of Pacific Crest Capital;
self-employed in movie development; Chairman of
Moonshadow Entertainment, a movie production
company, from January 1, 1995 to December 31,
1999; Managing member, Cadillac LLC, a California
limited liability company, which produced and owns
the full-length feature film CADILLAC, from August
1995 to December 31, 1999; 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 1999; retired as
Managing Director from Towers, Perrin, Forster &
Crosby, Inc., a management consulting company,
from 1969 to February 1992.
Steven J. Orlando (2) 48 1995 Class II Director of Pacific Crest Capital;
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 (3) 58 1993 Class III Director of Pacific Crest Capital;
Retired from Kinko's Graphics Corp. April 2000.
Senior Vice President of Mergers and Acquisitions
of Kinko's Graphics Corp. from 1990 to April 2000.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Year First
Appointed as Principal Occupation or Employment and Occupation
Name Age Director for the Past Five Years
- ----------------------------- --------- ------------------ ----------------------------------------------------
<S> <C> <C> <C>
Gary Wehrle (3) 57 1993 Class III Director of Pacific Crest Capital;
Chairman of the Board, President and Chief
Executive Officer of Pacific Crest Capital since
formation; President and Chief Executive Officer
of Pacific Crest Bank since 1984; Executive Vice
President of The Foothill Group, Inc. from 1980 to
1993.
</TABLE>
- -----------------------
(1) Mr. Estrada's term of office expires at the 2000 annual meeting of
stockholders.
(2) Messrs. Frank and Orlando's terms of office expire at the 2001 annual
meeting of stockholders.
(3) Messrs. Orfalea and Wehrle's terms of office expire at the 2002 annual
meeting of stockholders.
BOARD OF DIRECTORS AND COMMITTEES
The business of Pacific Crest Capital'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 primary committees, which include, the
Audit Committee, the Compensation Committee, the Business Development and
Marketing Committee and the Lending and Asset/Liability Management committee.
o The Audit Committee
The audit committee oversees and reviews the internal audit functions
and internal controls of the Company, and reports to the board on various
auditing and accounting matters, including the annual audit report from Pacific
Crest Capital's independent public accountants. The audit committee met four
times during 1999. The audit committee currently consists of all of the
non-employee directors and Mr. Orfalea is its chairman.
o Compensation Committee
The compensation committee determines the salary and bonus structure
for Pacific Crest Capital's executive officers and supervises the compensation
scheme for Pacific Crest Capital's other officers. In addition, the compensation
committee determines appropriate awards under Pacific Crest Capital's 1993
Equity Incentive Plan, as amended, and administers Pacific Crest Capital's
retirement plan. The compensation committee met four times during 1999. The
compensation committee currently consists of all of the non-employee directors
and Mr. Frank is its chairman.
o Business Development and Marketing Committee
The Business Development and Marketing committee was formed in January
1999. The function of this committee includes administering and monitoring of
the Company's lending and Business development goals and operational plans,
including, the Company's marketing focus. This committee monitors the Company's
progress within these areas, and Company's actual achievements to goals and
plans. The Business Development and Marketing Committee met four times in 1999.
The
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<PAGE>
Business Development and Marketing Committee currently consists of all of
the non-employee directors and Mr. Estrada is its chairman.
o Lending and Asset/Liability Management Committee
The Lending and Asset/Liability Management Committee was formed in
January 1999. This committee reviews the Company's lending programs,
underwriting and documentation policies and provides policy guidance. This
committee also reviews the Company's interest rate sensitivity and advises the
Board in asset and liability policy. The Lending and Asset/Liability Committee
met four times in 1999. The Lending and Asset/Liability Management committee
currently consists of all of the non-employee directors and Mr. Orlando is its
chairman.
The full board of directors acts as the nominating committee that
nominates officers and directors of Pacific Crest Capital for election.
The board of directors met eight times during 1999. All of the persons
who were directors of Pacific Crest Capital during 1999 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 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Exchange Act, Pacific Crest Capital'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 SEC and to furnish Pacific Crest Capital with
copies of such reports. Specific due dates for these reports have been
established, and Pacific Crest Capital 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, 1999, Pacific Crest Capital believes all persons subject to
the reporting requirements of Section 16(a) filed all required reports on a
timely basis.
COMPENSATION OF BOARD OF DIRECTORS
Pacific Crest Capital pays fees to its non-employee directors for
serving on the board of directors and for serving as committee chairs. Neither
Pacific Crest Capital nor Pacific Crest Bank pays directors who are also
executive officers.
In 1999, Pacific Crest Capital increased the amount of fees it pays to
each of its non-employee directors. Effective as of January 1, 1999, each
non-employee director received a retainer of $2,000 per annum, an increase of
$1,000 from the 1998 annual retainer fee. In addition, effective January 1,
1999, Pacific Crest Capital discontinued paying directors for their attendance
at board meetings. Pursuant to the 1996 Non-Employee Directors' Stock Plan,
non-employee directors may elect to receive all or a portion of their directors'
fees in shares of stock.
In addition, non-employee directors of Pacific Crest Capital have
received annual grants of stock options to acquire shares of common stock under
the 1993 Equity Incentive Plan, as amended.
In 1999, Pacific Crest Bank increased the amount of fees it pays to
each of its directors. Effective as of January 1, 1999, each of its non-employee
directors received an annual retainer of $18,000, an increase of $8,000 from the
1998 year annual retainer fee. In addition, during 1999 Pacific Crest Bank
increased the amount of fees it pays to its non-employee directors who served as
either the chairman of the audit committee, or the chairman of the compensation
committee. Effective as of January
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1, 1999, each of these chairmen received a retainer of $5,000, an increase of
$1,000 from the 1998 annual chairman's retainer fee. During January of 1999,
Pacific Crest Bank established two additional board of directors committees, the
business development and marketing committee, and the lending and
asset/liability management committee. Pacific Crest Bank paid an annual retainer
fee of $5,000 to the chairmen of each of these committees during 1999. In
addition, effective January 1, 1999, Pacific Crest Bank discontinued paying
directors for their attendance at board meetings. Pursuant to the 1996
Non-Employee Directors' Stock Plan, non-employee directors may elect to receive
all or a portion of their directors' fees in shares of stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 1999, Pacific Crest Bank retained the firm of the Summit
Group of which Director Estrada is the president, for Small Business
Administration ("SBA") loan review and to train employees in SBA lending.
Pacific Crest Bank and the Summit Group entered into a one-year agreement
effective August 1, 1999. Compensation under this agreement is set at $125 per
hour for "SBA consulting services" and $600 for each four-hour training session.
The total amount paid to the Summit Group during 1999 was $11,778.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth certain summary information concerning
compensation paid or accrued to or on behalf of the Named Executives (determined
as of the end of the last fiscal year) for each of the fiscal years ended
December 31, 1999, 1998 and 1997 of Pacific Crest Capital and Pacific Crest
Bank.
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------------- ---------------------------------------
Securities
Underlying
Other Annual Options/ All Other
Name and Principal Position Year Salary ($) Bonus ($) Compensation ($)(1) SARs (#) Compensation ($)
<S> <C> <C> <C> <C> <C> <C>
GARY WEHRLE 1999 290,000 135,000 12,000 4,000 20,715(2)
PRESIDENT AND 1998 275,040 125,000 12,000 7,000 22,329(3)
CHIEF EXECUTIVE OFFICER 1997 250,080 75,000 12,000 15,000 27,708(4)
GONZALO FERNANDEZ 1999 176,000 80,000 12,000 3,500 11,791(5)
EXECUTIVE VICE PRESIDENT 1998 161,000 61,000 12,000 5,000 10,848(6)
1997 151,000 40,000 12,000 8,000 6,528(7)
LYLE C. LODWICK 1999 158,333 80,000 12,000 3,500 10,816(8)
EXECUTIVE VICE PRESIDENT 1998 135,000 51,000 12,000 5,000 10,480(9)
1997 130,000 35,000 12,000 8,000 10,314(10)
ROBERT J. DENNEN 1999 100,000 46,000 6,000 2,500 10,113(11)
SENIOR VICE PRESIDENT 1998 94,000 35,250 6,000 3,000 9,661(12)
1997 90,000 23,000 6,000 2,777 7,527(13)
CAROLYN REINHART 1999 90,008 43,204 12,000 2,500 8,064(14)
SENIOR VICE PRESIDENT 1998 82,008 32,454 12,000 3,000 7,290(15)
1997 70,954 19,263 7,800 1,200 11,589(16)
JOSEPH FINCI(17) 1999 33,984 - 3,545 2,500 9,198(18)
SENIOR VICE PRESIDENT 1998 97,344 36,504 12,000 3,000 8,129(19)
1997 93,600 25,000 12,000 5,000 6,414(20)
</TABLE>
- -------------------------
(1) Represents an automobile allowance received by the Named Executive in the
amount indicated.
(2) Includes $10,000 employer contribution to the 401(k) plan, $1,018 in
imputed life insurance premiums, $425 for income tax preparation fee and
$9,272 contribution to the Split Dollar Life Insurance Plan,
(3) Includes $9,600 employer contribution to the 401(k) Plan, $3,017 in imputed
life insurance premiums, $440 for income tax preparation fee and $9,272
contribution to the Split Dollar Life Insurance Plan.
(4) Includes $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 an anniversary award.
(5) Includes $10,000 employer contribution to the 401(k) Plan, $453 in imputed
life insurance premiums and $1,338 premium for life insurance.
(6) Includes $8,343 employer contribution to the 401(k) Plan, $1,350 in imputed
life insurance premiums and $1,155 premium for life insurance.
(7) Includes $4,500 employer contribution to the 401(k) Plan, $1,088 in imputed
life insurance premiums and $940 premium for life insurance.
(8) Includes $10,000 employer contribution to the 401(k) Plan, $181 in imputed
life insurance premiums and $635 premium for life insurance.
(9) Includes $9,600 employer contribution to the 401(k) Plan, $298 in imputed
life insurance premiums and $582 premium for life insurance.
(10) Includes $9,500 employer contribution to the 401(k) Plan, $314 in imputed
life insurance premiums and $500 premium for life insurance.
(11) Includes $10,000 employer contribution to the 401(k) Plan and $113 in
imputed life insurance premiums.
(12) Includes $9,360 employer contribution to the 401(k) Plan and $301 in
imputed life insurance premiums.
(13) Includes $7,200 employer contribution to the 401(k) Plan and $327 in
imputed life insurance premiums.
10
<PAGE>
(14) Includes $7,993 employer contribution to the 401(k) Plan and $71 in imputed
life insurance premiums.
(15) Includes $7,209 employer contribution to the 401(k) Plan and $81 in imputed
life insurance premiums.
(16) Includes $9,006 employer contribution to the 401(k) Plan and $83 in imputed
life insurance premiums and $2,500 for an anniversary award.
(17) Mr. Finci is included in this and each of the following tables pursuant to
the requirements of Item 402 of Regulation S-K.
(18) Includes $9,163 employer contribution to the 401(k) plan and $35 in imputed
life insurance premiums.
(19) Includes $7,341 employer contribution to the 401(k) Plan, $600 premium for
medical insurance and $188 in imputed life insurance premiums.
(20) Includes $5,616 employer contribution to the 401(k) Plan, $600 premium for
medical insurance and $198 in imputed life insurance premiums.
OPTION GRANTS
The following stock options were granted during 1999 to the Named
Executives pursuant to the 1993 Equity Incentive Plan, as amended:
<TABLE>
<CAPTION>
Individual Grants
Number of Percent of
Securities Total
Underlying Options/SARs Potential Realizable
Options/SARs Granted to Exercise Value At Assumed Rates
Granted Employees in or Base Price of Stock Price
Name (#)(1) FY 1999 ($/Sh) Expiration Date Appreciation(2)
- --------------------------------------------------------------------------------------------------------------------
5% 10%
--------------------------
<S> <C> <C> <C> <C> <C> <C>
Gary Wehrle 4,000 7.14 % $15.00 2/11/2009 $37,734 $95,625
Gonzalo Fernandez 3,500 6.24 % 15.00 2/11/2009 33,017 83,671
Robert J. Dennen 2,500 4.46 % 15.00 2/11/2009 23,584 59,765
Lyle C. Lodwick 3,500 6.24 % 15.00 2/11/2009 33,017 83,671
Carolyn Reinhart 2,500 4.46 % 15.00 2/11/2009 23,584 59,765
Joseph Finci 2,500 4.46 % 15.00 4/16/1999 0 0
</TABLE>
- -----------------------
(1) The options were granted pursuant to the 1993 Equity Incentive Plan, as
amended. 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, as amended)
involving Pacific Crest Capital, the options will become exercisable in
full. The options may be amended by mutual agreement of the optionee and
Pacific Crest Capital.
(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.
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, 1999 and unexercised options held by the Named Executives as of
December 31, 1999.
11
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1999
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options/SARs
Acquired Value Options/SARs at 12/31/99 (#) at 12/31/99 ($)(1)
on Exercise Realized -------------------------------- -----------------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- -------------- ----------- -------------- ---------------- -------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Gary Wehrle - - 49,647 26,683 287,485 36,973
Gonzalo Fernandez - - 31,324 17,176 187,313 21,336
Lyle C. Lodwick - - 27,994 15,506 170,448 12,669
Robert J. Dennen - - 8,255 8,355 47,060 6,590
Carolyn Reinhart - - 4,365 6,635 26,030 2,334
Joseph Finci 8,663 55,153 - - - -
</TABLE>
- --------------------------
(1) Value of unexercised "in-the-money" options is the difference between the
market price of the common stock on December 31, 1999 ($12.75 per share)
and the exercise price of the option, multiplied by the number of shares
subject to the option.
EXECUTIVE RETIREMENT PLAN
Pacific Crest Capital maintains a Supplemental Executive Retirement
Plan (the "Executive Retirement Plan") for certain members of the Company's
Executive Management. At December 31, 1999, Gary Wehrle, Gonzalo Fernandez, and
Lyle C. Lodwick participated in this 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 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.
<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, 1999 for Messrs.
Wehrle, Fernandez, and Lodwick, were 22, 6, and 14, respectively.
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
Pacific Crest Capital has entered into employment agreements with
Messrs. Wehrle, Fernandez, Lodwick, and Dennen and Ms. Reinhart. 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
12
<PAGE>
period through December 23, 2002. Messrs. Fernandez, Lodwick, Dennen and Ms.
Reinhart's employment agreements each were 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 Pacific Crest
Capital 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. Pacific Crest Capital 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 120 consecutive days or for an aggregate period of
120 or more days during any 12-month period. In the event of termination due to
disability, an 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 Pacific Crest Capital'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. Pacific Crest Capital has the
unrestricted right to terminate each employee for cause, which shall be
determined at Pacific Crest Capital's sole discretion. Mr. Finci terminated his
employment agreement with Pacific Crest Capital effective in April 1999.
In addition, Pacific Crest Capital's 1993 Equity Incentive Plan, as
amended, 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
Pacific Crest Capital. For such purposes, a "change of control" is deemed to
occur when (1) any person becomes the beneficial owner of a number of shares of
Pacific Crest Capital with respect to which 20% or more of the total number of
votes for the election of the board of directors of Pacific Crest Capital may be
cast; (2) 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 Pacific Crest Capital just prior to such event cease to
constitute a majority of the board of directors of Pacific Crest Capital; (3)
the stockholders of Pacific Crest Capital approve an agreement in which Pacific
Crest Capital ceases to be an independent publicly owned corporation or for a
sale of substantially all of the assets of Pacific Crest Capital; or (4) at the
discretion of the board of directors, when a tender offer or exchange offer is
made for shares of Pacific Crest Capital'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 Pacific Crest Capital 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 Pacific Crest
Capital and Pacific Crest Bank.
Set forth below is a report of the compensation committee addressing
Pacific Crest Capital's compensation policies for 1999 applicable to Pacific
Crest Capital'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 PACIFIC CREST CAPITAL SPECIFICALLY INCORPORATES THIS
INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH
ACTS.
13
<PAGE>
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Pacific Crest Capital's compensation programs reflect the philosophy
that executive compensation levels should be linked to Pacific Crest Capital's
performance, yet be competitive and consistent with that provided to others
holding positions of similar responsibility in the banking and financial
services industry. Pacific Crest Capital's compensation plans are designed to
assist Pacific Crest Capital in attracting and retaining qualified employees
critical to Pacific Crest Capital's long-term success, while enhancing
employees' incentives to perform to their fullest abilities to increase
profitability and maximize stockholder value.
SALARY AND BONUS COMPENSATION
Pacific Crest Capital pays cash salaries to its executive officers
that 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 Pacific Crest
Capital. In determining competitive salary levels, Pacific Crest Capital obtains
information regarding executive salary levels for other companies in the banking
and financial services industry in California.
The base salary of Pacific Crest Capital's Chief Executive Officer was
determined primarily on the terms of his Employment Agreement dated as of
December 23, 1993. Mr. Wehrle's agreement was automatically extended pursuant to
its terms and currently covers the period through December 23, 2002. 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 Pacific Crest Capital'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 Pacific Crest Capital's market area, the improvement in asset
quality of Pacific Crest Bank, the effect and extent of Pacific Crest Capital's
cost containment efforts, Pacific Crest Capital's overall growth, as measured by
increases in total loans, total assets and total deposits during the year,
Pacific Crest Capital's profitability compared with the preceding year and
measured against budget, and Pacific Crest Capital's stock price. The committee
put the most weight on Pacific Crest Capital's profitability, and weighted each
of the other factors based on their relative importance to current and future
profitability and maximizing stockholder value. The committee recognized Pacific
Crest Capital's continued profitability in 1999. After consideration, the
committee determined to pay Mr. Wehrle a base salary of $290,000 in 1999, to
award him a cash bonus of $135,000 during December 1999 based on the Company's
1999 and 1998 earnings and earnings per share growth and to award a grant of
4,000 stock options in 1999 based on the Company's 1998 earnings and earnings
per share growth.
STOCK-BASED COMPENSATION - 1993 EQUITY INCENTIVE PLAN, AS AMENDED
Pacific Crest Capital 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, Pacific
Crest Capital adopted the 1993 Equity Incentive Plan. At the 1999 Annual
Meeting, the Stockholders approved an amendment to the 1993 Equity Incentive
Plan which increased the annual grant of stock options to non-employee directors
after each 12-month period of continued service from 500 shares to 1,000 shares
and eliminated the provision limiting the receipt of such grants to five
12-month periods.
14
<PAGE>
Through the Equity Incentive Plan, as amended, stock options have been
granted to key employees, including Pacific Crest Capital's executive officers.
See "ELECTION OF DIRECTOR -- Executive Compensation -- OPTION GRANTS."
Non-employee directors and consultants are eligible to participate in the 1993
Equity Incentive Plan pursuant to the formula provisions thereof. The 1993
Equity Incentive Plan, as amended, is administered by the compensation
committee.
In making its determination with respect to stock option grants during
1999, the compensation committee took into account option grants to the
executive officers in prior years, the remaining number of shares reserved for
grant under the 1993 Equity Incentive Plan, as amended, and the number of shares
likely to provide a meaningful incentive to superior efforts on behalf of
Pacific Crest Capital by such persons.
OTHER COMPENSATION
Messrs. Wehrle, Fernandez, Lodwick, Dennen and Ms. Reinhart
participate in Pacific Crest Capital's broad-based employee benefit plans, such
as medical, supplemental disability and term life insurance. In addition,
Messrs. Wehrle, Fernandez and Lodwick participate in Pacific Crest Capital's
Executive Retirement Plan. See "ELECTION OF DIRECTOR -- Executive Compensation
- -- DEFINED BENEFIT PLAN."
Pacific Crest Capital has, in addition, taken out $250,000 term whole
life insurance policies for Messrs. Fernandez and Lodwick under Pacific Crest
Capital's term whole life insurance plan.
Mr. Wehrle participates in a Split Dollar Life Insurance Plan. The
Split Dollar Life Insurance Agreement provides death benefits to both Mr. Wehrle
and the Company as beneficiaries. The Company's death benefits under this policy
are equal to the cumulative insurance premiums paid by the Company. Mr. Wehrle
also is required to make annual insurance premiums under this plan.
Dated: April 3, 2000. COMPENSATION COMMITTEE
MARTIN J. FRANK (CHAIRMAN)
RUDOLPH I. ESTRADA
RICHARD S. ORFALEA
STEVEN J. ORLANDO
15
<PAGE>
PERFORMANCE GRAPH
The following graph as presented below compares the yearly percentage
change in Pacific Crest Capital's cumulative total stockholder return on common
stock with (1) the cumulative toal return of the Nasdaq National Market index;
(2) the cumulative total return of the Russel 2000 market index; (3) the
cumulative total return of Pacific Crest Capital's former peer group and (4) the
cumulative total return of the Pacific Crest Capital's two new selected peer
groups over the period from December 31, 1994 through December 31, 1999 (with
the exception of Pacific Crest Capital's former peer group as explained in
footnote 2, below).
The graph assumes an initial investment of $100 and reinvestment of
dividends. Pacific Crest Capital began comparing its stock performance to the
Russell 2000 market index as well as to the SNL Bank and the SNL Thrift indexes
effective January 1, 1999. Pacific Crest Capital changed its market index and
its peer group indexes as a direct result of the following factors: (1)
management believed that the high concentration of technology stocks in the
Nasdaq composite index did not present an accurate basis for comparison with the
stock of Pacific Crest Capital and (2) Pacific Crest Capital experienced a
significant reduction of banks within its former peer group due to mergers and
acquisitions among the banks in such prior peer group. This graph is not
necessarily indicative of future price performance.
THE FOLLOWING 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 PACIFIC CREST CAPITAL SPECIFICALLY INCORPORATES THIS INFORMATION BY
REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.
16
<PAGE>
Comparison of Five-Year Cumulative Total Return
Among
Nasdaq National Market Index;(1)
Russell 2000 U.S. Companies;
Former Selected Peer Group;(2)
Current Selected Peer Group;(3)
and Pacific Crest Capital, Inc.
[PERFORMANCE CHART]
<TABLE>
<CAPTION>
PERIOD ENDING
-----------------------------------------------------------------------------------
INDEX 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Pacific Crest Capital, Inc. 100.00 170.59 270.59 429.41 348.22 311.80
NASDAQ - Total US* 100.00 143.33 173.89 213.07 300.18 545.67
Russell 2000 100.00 128.45 149.64 183.10 178.44 216.37
SNL $500M-$1B Bank Index 100.00 132.76 165.97 269.80 265.28 245.56
SNL $500M-$1B Thrift Index 100.00 149.78 185.72 313.72 287.82 235.29
PCCI Peer Group 100.00 148.79 200.70 387.82 351.10 N/A
</TABLE>
(1) Pacific Crest Capital migrated to the Russell 2000 index from the Nasdaq
National Market index as a direct result of the high concentration of
technology stocks in the Nasdaq composite index.
(2) Pacific Crest Capital's former selected peer group consisted of the
following actively traded banks: Bank of Commerce, California State Bank,
Far East National Bank, First Charter Bank, N.A.tt, Foothill Independent
Bancorp, FP Bancorp, Inc., ITLA Capital Corporation, National Mercantile
Bancorp, Professional Bancorp, Inc., Orange National Bancorp, Bank of Los
Angeles, CIUC Bancorp, Redwood Empire, SJBN Financial Corp. The following
are no longer independent as a result of mergers, acquisitions, and
closures: CU Bancorp, El Dorado Bancorp, Landmark Bancorp, Riverside
National Bank, SC Bancorp, Transworld Bancorp, Ventura County National
Bancorp. Investment performance information for this group is presented
only through December 31, 1998. As of March 31, 1999, only 14 of these 21
institutions remained operationally independent.
(3) The Company has selected two separate new peer groups to which to compare
its stock price. The first peer group "SNL $500M - $1B Bank Index" consists
of publicly traded U.S. banks whose total assets are between $500 thousand
and $1 billion. The second peer group the "SNL $500M - $1B Thrift Index"
consists of publicly traded U.S. savings and loans (thrifts) whose total
assets are between $500 thousand and $1 billion. The Company migrated to
these peer groups during 1999 as a result of the reduction of banks within
the Company's prior peer group due to mergers, acquisitions, and closures.
tt 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 1999 fiscal year is, or ever has been, an officer or employee of Pacific
Crest Capital or any of its subsidiaries.
CERTAIN TRANSACTIONS
None of the directors or executive officers of Pacific Crest Capital
or any subsidiary thereof, or any associates or affiliates of any of them, is or
has been indebted to Pacific Crest Capital at any time since the beginning of
the last completed fiscal year of Pacific Crest Capital and there are no
outstanding loans to any directors or officers of Pacific Crest Capital. Except
for the stock plans described above, and certain relationships and related
transactions as disclosed, none of the directors or executive officers of
Pacific Crest Capital, 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 Pacific Crest Capital.
INDEPENDENT AUDITORS
Deloitte & Touche LLP, performed audit services for Pacific Crest
Capital during 1999, which consisted of examining the financial statements of
Pacific Crest Capital and Pacific Crest Bank and providing assistance and
consultation in connection with filings with the SEC. All professional services
rendered by Deloitte & Touche LLP during 1999 were furnished at customary rates
and terms.
Representatives of Deloitte & Touche LLP will be present at the
meeting to respond to appropriate questions and to comment on Pacific Crest
Capital's consolidated financial statements.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be included in the proxy
materials for the 2001 annual meeting of stockholders must be received by the
Secretary of Pacific Crest Capital, 30343 Canwood Street, Agoura Hills,
California 91301, by December 9, 2000. In addition, in the event a stockholder
proposal is not submitted to Pacific Crest Capital prior to February 22, 2001,
the proxy to be solicited by the board of directors for the 2001 annual meeting
will confer authority on the holders of the proxy to vote the shares in
accordance with their best judgment and discretion if the proposal is presented
at the 2001 annual meeting without any discussion of the proposal in the proxy
statement for such meeting.
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 Pacific
Crest Capital, stockholders are urged to review this rule and, if questions
arise, to consult legal counsel prior to submitting a proposal to Pacific Crest
Capital.
ANNUAL REPORT
Pacific Crest Capital's Annual Report for the fiscal year ended
December 31, 1999 accompanies this proxy statement. The Annual Report contains
consolidated financial statements of Pacific Crest Capital and its subsidiary
and the report thereon of Deloitte & Touche, LLP, Pacific Crest Capital's
independent auditors.
18
<PAGE>
STOCKHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF PACIFIC CREST
CAPITAL'S ANNUAL REPORT ON FORM 10-K INCLUDING FINANCIAL STATEMENTS REQUIRED TO
BE FILED WITH THE SEC PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1999 BY WRITING TO PACIFIC CREST CAPITAL AT 30343
CANWOOD STREET, AGOURA HILLS, CALIFORNIA 91301.
OTHER BUSINESS
Management knows of no business that will be presented for
consideration at the meeting other than as stated in the notice of meeting. If
other matters are properly brought before the meeting, however, 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.
ROBERT J. DENNEN
Senior Vice President, Chief Financial
Officer and Secretary
Agoura Hills, California
April 9, 2000
19
<PAGE>
REVOCABLE PROXY REVOCABLE PROXY
PACIFIC CREST CAPITAL, INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 12, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder(s) of Pacific Crest Capital, Inc. (the
"Company") hereby nominate(s), constitute(s) and appoint(s) Gary Wehrle and
Robert J. Dennen, and each of them, as 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
Hotel, 880 South Westlake Blvd., Westlake Village, California 91361, at
2:00 p.m., on Friday, May 12, 2000, and any adjournments thereof, as fully
and with the same force and effect as the undersigned might or could do if
personally there at 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' NOMINEE 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.
- FOLD AND DETACH HERE -
<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.
1. Election of Director-
Nominee: Rudolph I. Estrada - Term Expires 2003.
Withhold
For Against Authority
/ / / / / /
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(s) or postponement(s) 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: _________________________________________, 2000
_________________________________________________
Signature
_________________________________________________
Signature
- FOLD AND DETACH HERE -
PLEASE SIGN, DATE AND RETURN
THIS PROXY AS PROMPTLY AS POSSIBLE
IN THE POSTAGE PREPAID ENVELOPE PROVIDED.
