<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
CENTRAL COAST BANCORP
- --------------------------------------------------------------------------------
(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> 2
CENTRAL COAST BANCORP
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
THURSDAY, MAY 21, 1998
To the Shareholders:
The Annual Meeting of Shareholders of Central Coast Bancorp will be held at
301 Main Street, Salinas, California, on Thursday, May 21, 1998 at 5:30 p.m. for
the following purposes:
1. To elect directors.
2. To approve the appointment of Deloitte & Touche LLP as independent
public accountants for the 1998 fiscal year.
3. To transact such other business as may properly come before the Meeting.
The names of the Board of Directors' nominees to be directors of Central
Coast Bancorp are set forth in the accompanying Proxy Statement and incorporated
herein by reference.
Article III, Section 16 of the Bylaws of Central Coast Bancorp provides for
the nomination of directors in the following manner:
"Nomination for election of members of the Board of Directors may be made
by the Board of Directors or by any shareholder of any outstanding class of
capital stock of the corporation entitled to vote for the election of directors.
Notice of intention to make any nominations shall be made in writing and shall
be delivered or mailed to the President of the corporation not less than 21 days
nor more than 60 days prior to any meeting of shareholders called for the
election of directors; provided however, that if less than 21 days notice of the
meeting is given to shareholders, such notice of intention to nominate shall be
mailed or delivered to the President of the corporation not later than the close
of business on the tenth day following the day on which the notice of meeting
was mailed; provided further that if notice of such meeting is sent by
third-class mail as permitted by Section 6 of these by-laws, no notice of
intention to make nominations shall be required. Such notification shall contain
the following information to the extent known to the notifying shareholder:
(a) the name and address of each proposed nominee;
(b) the principal occupation of each proposed nominee;
(c) the number of shares of capital stock of the corporation owned by each
proposed nominee;
(d) the name and residence address of the notifying shareholder; and
(e) the number of shares of capital stock of the corporation owned by the
notifying shareholder.
Nominations not made in accordance herewith may, in the discretion of the
Chairman of the meeting, be disregarded and upon the Chairman's instructions,
the inspectors of election can disregard all votes cast for each such nominee. A
copy of this paragraph shall be set forth in a notice to shareholders of any
meeting at which Directors are to be elected."
Only shareholders of record at the close of business on April 6, 1998 are
entitled to notice of and to vote at this Meeting and at any postponements or
adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ JOHN MCCARTHY
-----------------------------
John F. McCarthy, Secretary
Salinas, California
April 29, 1998
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE> 3
MAILED TO SHAREHOLDERS
ON OR ABOUT APRIL 29, 1998
CENTRAL COAST BANCORP
------------------------
PROXY STATEMENT
------------------------
INFORMATION CONCERNING THE SOLICITATION
This Proxy Statement is being furnished to the shareholders of Central
Coast Bancorp, a California corporation (the "Corporation"), in connection with
the solicitation of proxies by the Board of Directors for use at the Annual
Meeting of Shareholders to be held at 301 Main Street, Salinas, California on
May 21, 1998 at 5:30 p.m. (the "Meeting"). Only shareholders of record on April
6, 1998 (the "Record Date") will be entitled to notice of the Meeting and to
vote at the Meeting. At the close of business on the Record Date, the
Corporation had outstanding and entitled to be voted 4,808,945 shares of its no
par value Common Stock (the "Common Stock").
Shareholders are entitled to one vote for each share held, except that for
the election of directors each shareholder has cumulative voting rights and is
entitled to as many votes as shall equal the number of shares held by such
shareholder multiplied by the number of directors to be elected. Each
shareholder may cast all his or her votes for a single candidate or distribute
such votes among any or all of the candidates as he or she chooses. However, no
shareholder shall be entitled to cumulate votes (in other words, cast for any
candidate a number of votes greater than the number of shares of stock held by
such shareholder) unless such candidate's name has been placed in nomination
prior to the voting and the shareholder has given notice at the Meeting prior to
the voting of the shareholder's intention to cumulate his or her votes. If any
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination. Prior to voting, an opportunity will be given for
shareholders or their proxies at the Meeting to announce their intention to
cumulate their votes. The proxy holders are given, under the terms of the proxy,
discretionary authority to cumulate votes on shares for which they hold a proxy.
Any person giving a proxy in the form accompanying this Proxy Statement has
the power to revoke that proxy prior to its exercise. The proxy may be revoked
prior to the Meeting by delivering to the Secretary of the Corporation either a
written instrument revoking the proxy or a duly executed proxy bearing a later
date. The proxy may also be revoked by the shareholder by attending and voting
at the Meeting.
Votes cast by proxy or in person at the Meeting will be counted by the
Inspectors of Election for the Meeting. The Inspectors will treat abstentions
and "broker non-votes" (shares held by brokers or nominees as to which
instructions have not been received from the beneficial owners or persons
entitled to vote and the broker or nominee does not have discretionary voting
power under applicable rules of the stock exchange or other self regulatory
organization of which the broker or nominee is a member) as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Abstentions and "broker non-votes" will not be counted as shares voted
for purposes of determining the outcome of any matter as may properly come
before the Meeting.
Unless otherwise instructed, each valid proxy returned which is not revoked
will be voted in the election of directors "FOR" the nominees of the Board of
Directors and "FOR" proposal No. 2 as described in this Proxy Statement, and, at
the proxy holders' discretion, on such other matters, if any, which may come
before the Meeting (including any proposal to postpone or adjourn the Meeting).
The Corporation will bear the entire cost of preparing, assembling,
printing and mailing proxy materials furnished by the Board of Directors to
shareholders. Copies of proxy materials will be furnished to brokerage
<PAGE> 4
houses, fiduciaries and custodians to be forwarded to the beneficial owners of
the Common Stock. In addition to the solicitation of proxies by use of the mail,
some of the officers, directors and regular employees of the Corporation and its
subsidiaries, Bank of Salinas and Cypress Bank (the "Subsidiaries"), may
(without additional compensation) solicit proxies by telephone or personal
interview, the costs of which will be borne by the Corporation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of the Record Date, April 6, 1998, no individual known to the
Corporation owned more than five percent (5%) of the outstanding shares of its
Common Stock except as described below.
<TABLE>
<CAPTION>
===========================================================================================================
PERCENTAGE
NAME AND ADDRESS AMOUNT AND NATURE OF CLASS
OF BENEFICIAL OF BENEFICIAL BENEFICIALLY
TITLE OF CLASS OWNER OWNERSHIP OWNED
-------------- ---------------- ----------------- ------------
<S> <C> <C> <C>
Common Stock, No Par Value Robert L. Meyer(1) 358,795 7.46%
===========================================================================================================
</TABLE>
(1) The address for the person listed is P. O. Box 606, King City, California,
93930-0606. All shares are held by Mr. Meyer and his spouse as trustees of
the Robert L. Meyer and Patricia J. Meyer Trust dated July 28, 1977.
2
<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of April 6, 1998, concerning
the equity ownership of the Corporation's directors and the executive officers
named in the Summary Compensation Table, and directors and executive officers as
a group. Unless otherwise indicated in the notes to the table, each director and
executive officer listed below possesses sole voting power and sole investment
power for the shares of the Corporation's Common Stock listed below. All of the
shares shown in the following table are owned both of record and beneficially
except as indicated in the notes to the table. The Corporation has only one
class of shares outstanding, Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS(1) OF OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS(2)
-------------- ---------------------- -------------------- ----------
<S> <C> <C> <C>
Common Stock
No Par Value Andrew E. Ausonio............ 166,979(3) 3.47%
Common Stock
No Par Value Robert C. Blatter............ 11,816(4) *
Common Stock
No Par Value C. Edward Boutonnet.......... 167,904(5) 3.49%
Common Stock
No Par Value Bradford G. Crandall......... 131,749(6) 2.74%
Common Stock
No Par Value Alfred P. Glover............. 28,441(7) *
Common Stock
No Par Value Richard C. Green............. 175,220(8) 3.64%
Common Stock
No Par Value Michael T. Lapsys............ 59,310(9) 1.23%
Common Stock
No Par Value Duncan L. McCarter........... 102,503(10) 2.13%
Common Stock
No Par Value John F. McCarthy............. 56,891(11) 1.18%
Common Stock Robert M. Mraule,
No Par Value D.D.S.,M.D................ 123,825(12) 2.57%
Common Stock
No Par Value C. Frederick Rowden.......... 4,455(13) *
Common Stock
No Par Value Thomas A. Sa................. 3,630(14) *
Common Stock
No Par Value Louis A. Souza............... 23,583(15) *
Common Stock
No Par Value Mose E. Thomas, Jr........... 32,021(16) *
Common Stock
No Par Value Nick Ventimiglia............. 48,901(17) 1.02%
Common Stock
No Par Value Harry D. Wardwell............ 43,465(18) *
All directors and executive officers of
the Corporation as a group (16 persons)........................... 1,180,693(19) 24.55%
</TABLE>
3
<PAGE> 6
- ---------------
(1) The address for all persons listed is c/o Central Coast Bancorp, 301 Main
Street, Salinas, California, 93901.
(2) Includes shares of Common Stock subject to stock options exercisable
immediately. An asterisk indicates beneficial ownership of less than one
percent of the total class of shares outstanding.
(3) Mr. Ausonio has determined not to stand for re-election and has resigned
his position as a director of the Company effective April 16, 1998.
Includes 60,589 shares of Common Stock held by Mr. Ausonio and his spouse
as trustees of the Ausonio Family Trust dated October 4, 1982, 27,747
shares of Common Stock held by Mr. Ausonio and his spouse as trustees of
the Barsotti Grandchildren Trust dated December 20, 1976, 3,140 shares held
in shared investment and voting power and 75,503 shares of Common Stock
subject to stock options exercisable immediately.
(4) Includes 11,359 shares of Common Stock subject to stock options exercisable
immediately.
(5) Includes 68,493 shares of Common Stock owned jointly with his spouse, 1,836
shares as custodian for his grandchildren, 5,673 shares of Common Stock
held by Mr. Boutonnet as trustee of Boutonnet Farms Money Purchase Trust
dated October 26, 1982, 2,057 shares held by Mr. Boutonnet as trustee of
Boutonnet Farms Money Purchase Pension Plan and Trust dated November 1,
1980, 14,342 shares of Common Stock held by Mr. Boutonnet as trustee of
Boutonnet Farms, Inc. Money Purchase Pension Trust dated November 1, 1976
and 75,503 shares of Common Stock subject to stock options exercisable
immediately.
(6) Includes 56,246 shares of Common Stock held by Mr. Crandall and his spouse
as trustees of the Bradford G. Crandall and Lynne O. Crandall Trust dated
August 8, 1983 and 75,503 shares of Common Stock subject to stock options
exercisable immediately.
(7) Includes 6,816 shares of Common Stock owned jointly with his spouse, 1,407
shares held in guardianship, 14,480 shares of Common Stock subject to stock
options and warrants exercisable immediately.
(8) Includes 650 shares of Common Stock owned by Mr. Green's spouse, 35,304
shares held as custodian for his son, and 75,503 shares of Common Stock
subject to stock options exercisable immediately.
(9) Includes 3,884 shares of Common Stock owned by his spouse and 771 shares
held as custodian for his son, and 54,655 shares owned jointly with his
spouse.
(10) Includes 27,000 shares of Common Stock held by Mr. McCarter and his spouse
as trustees of the Duncan L. McCarter and Leslie P. McCarter Trust dated
January 25, 1990 and 75,503 shares of Common Stock subject to stock options
exercisable immediately.
(11) Includes 2,287 shares of Common Stock owned jointly with Mr. McCarthy's
spouse as trustees of the John F. McCarthy and Mary Ann McCarthy Trust
dated March 26, 1997 and 54,604 shares of Common Stock subject to stock
options exercisable immediately.
(12) Includes 48,322 shares of Common Stock held by Dr. Mraule as trustee of
Robert M. Mraule D.D.S., M.D., Inc. Money Purchase Pension Plan dated
January 27, 1981 and 75,503 shares subject to stock options exercisable
immediately.
(13) Mr. Rowden resigned his position with the Company effective July 14, 1997
and Mr. Wardwell was appointed as his replacement.
(14) Includes 3,630 shares of Common Stock subject to stock options exercisable
immediately. Mr. Sa resigned his position effective November 28, 1997 and
the Director of Accounting assumed his position responsibilities.
(15) Includes 9,755 shares of Common Stock owned jointly with his spouse and
8,740 shares of Common Stock subject to stock options exercisable
immediately.
(16) Includes 7,432 shares of Common Stock owned jointly with his spouse and
13,990 shares of Common Stock subject to stock options and warrants
exercisable immediately.
(17) Includes 16,236 shares of Common Stock subject to stock options exercisable
immediately.
(18) Includes 39,211 shares of Common Stock owned jointly with his spouse and
1,100 shares subject to stock options exercisable immediately.
(19) Includes 577,157 shares of Common Stock subject to stock options and
warrants exercisable immediately.
4
<PAGE> 7
PROPOSAL NO. 1
ELECTION OF DIRECTORS OF THE CORPORATION
The number of directors authorized for election at this meeting is ten
(10). Management has nominated the ten (10) incumbent directors to serve as the
Corporation's directors. Each director will hold office until the next Annual
Meeting of Shareholders and until his successor is elected and qualified.
All proxies will be voted for the election of the ten (10) nominees listed
below (all of whom are incumbent directors) recommended by the Board of
Directors unless authority to vote for the election of any directors is
withheld. The nominees receiving the highest number of affirmative votes of the
shares entitled to be voted for them shall be elected as directors. Abstentions
and votes cast against nominees have no effect on the election of directors. If
any of the nominees should unexpectedly decline or be unable to act as a
director, their proxies may be voted for a substitute nominee to be designated
by the Board of Directors. The Board of Directors has no reason to believe that
any nominee will be become unavailable and has no present intention to nominate
persons in addition to or in lieu of those named below.
The following table sets forth certain information as of the Record Date,
April 6, 1998, with respect to those persons nominated by the Board of Directors
for election as directors, as well as all executive officers. The Corporation
knows of no arrangements, including any pledge by any person of securities of
the Corporation, the operation of which may, at a subsequent date, result in a
change in control of the Corporation. There are no arrangements or
understandings by which any of the executive officers or directors of either the
Corporation or the Subsidiaries were selected. There is no family relationship
between any of the directors or executive officers.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Robert C. Blatter 37 Senior Vice President and Loan Administrator of
the Corporation since 1996 and the Loan
Administrator of Bank of Salinas since 1994.
C. Edward Boutonnet 58 Director of the Corporation and of Bank of
Salinas since 1994 and 1982, respectively.
Director of Cypress Bank since 1996.
Bradford G. Crandall 63 Director of the Corporation and of Bank of
Salinas since 1994 and 1982, respectively.
Director of Cypress Bank since 1996.
Alfred P. Glover 66 Director of the Corporation and of Bank of
Salinas since 1996. Director of Cypress Bank
since 1988.
Richard C. Green 59 Director of the Corporation and of Bank of
Salinas since 1994 and 1982, respectively.
Director of Cypress Bank since 1996.
Michael T. Lapsys 49 Director of the Corporation, Bank of Salinas and
Cypress Bank since 1998.
Duncan L. McCarter 51 Director of the Corporation and of Bank of
Salinas since 1994 and 1982, respectively.
Director of Cypress Bank since 1996.
John F. McCarthy 55 Executive Vice President and Chief Operating
Officer, of Bank of Salinas, Cypress Bank and the
Corporation since 1988, 1998 and 1994,
respectively. Secretary of the Corporation, Bank
of Salinas and Cypress Bank since 1998.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Robert M. Mraule D.D.S., M.D 48 Director of the Corporation and of Bank of
Salinas since 1994 and 1982, respectively.
Director of Cypress Bank since 1996.
C. Frederick Rowden (1) 53 President and Director of Cypress Bank from 1992
to 1997.
Thomas A. Sa (2) 36 Senior Vice President, Chief Financial Officer
and Secretary of the Corporation and Bank of
Salinas from 1995 to 1997 and Cypress Bank from
1996 to 1997.
Louis A. Souza 69 Director of the Corporation and Bank of Salinas
since 1996. Director of Cypress Bank since 1988.
Mose E. Thomas, Jr. 57 Director of the Corporation and Bank of Salinas
since 1996. Director of Cypress Bank since 1989.
Nick Ventimiglia 56 Chairman, President and Chief Executive Officer
of the Corporation since December 1994. President
and Chief Executive Officer of Bank of Salinas
since 1982. Chairman of Cypress Bank since 1996.
Harry D. Wardwell 47 President of Cypress Bank since 1997.
</TABLE>
- ---------------
(1) Mr. Rowden resigned his position with the Company effective July 14, 1997
and Mr. Wardwell was appointed as his replacement.
(2) Mr. Sa resigned his position effective November 28, 1997 and the Director of
Accounting assumed his position responsibilities.
The following is a brief account of the business experience for a minimum
of five years of each director and executive officer listed above in addition to
positions indicated.
<TABLE>
<S> <C>
Robert C. Blatter Commercial Banking Officer, Bank of America from 1986
to 1989.
C. Edward Boutonnet Organizer, Bank of Salinas; Partner and General
Manager, Sea Mist Farms, Ocean Mist Farms and
Boutonnet Farms, Inc.
Bradford G. Crandall President, E.B. Stone & Son, Inc., wholesale nursery
supply firm.
Alfred P. Glover Organizer of Cypress Bank; Owner, Glover Enterprises,
a real estate development firm.
Richard C. Green Retired businessman and former President, Green's
Camera Shop, Inc.
Michael T. Lapsys Chairman, Device Dynamics Incorporated, a
semiconductor marking company.
Duncan L. McCarter Pharmacist and President, Care Pharmacies, Inc.;
President, Care Home Medical Services, Inc., and
President, Healthcare Pathway Management, Inc.
John F. McCarthy Vice President and Regional Manager, Hibernia Bank,
Salinas from 1986 to 1988; Vice President and
Regional Manager, Crocker National Bank from 1980 to
1986.
Robert M. Mraule, D.D.S., M.D Physician, Dentist, Oral and Maxillofacial Surgeon.
C. Frederick Rowden(1) President and Director of Monterey County Bank until
1992.
</TABLE>
6
<PAGE> 9
<TABLE>
<S> <C>
Thomas A. Sa(2) Senior Vice President and Chief Financial Officer,
South Valley Bancorporation and South Valley National
Bank from 1994 to 1995. Vice President and Chief
Financial Officer, South Valley Bancorporation and
South Valley National Bank from 1992 to 1994.
Assistant Vice President and Comptroller, South
Valley Bancorporation and South Valley National Bank
from 1989 to 1992.
Louis A. Souza Organizer of Cypress Bank; Owner, Louis A. Souza
Construction, a general contractor.
Mose E. Thomas, Jr. Organizer of Cypress Bank; Owner and General Manager,
Chapel of Seaside, Inc., and Mission Mortuary, Inc.,
funeral chapels.
Nick Ventimiglia Organizer, Director, President and Chief Executive
Officer, Bank of Salinas from 1982 to 1994.
Harry D. Wardwell Regional Manager of Bank of Salinas from 1995 to
1996. First Vice President and Branch Manager, Bank
of Salinas from 1993 to 1995. Director, Bank of
Salinas from 1986 to 1993.
</TABLE>
- ---------------
(1) Mr. Rowden resigned his position with the Company effective July 14, 1997
and Mr. Wardwell was appointed as his replacement.
(2) Mr. Sa resigned his position effective November 28, 1997 and the Director of
Accounting assumed his position responsibilities.
None of the Directors of the Corporation or the Subsidiaries is a director
of any other company with a class of securities registered pursuant to Section
12 of the Securities Exchange Act of 1934, as amended, or subject to the
requirements of Section 15(d) of such Act or any company registered as an
investment company under the Investment Company Act of 1940, whose common stock
is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended.
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee, chaired by Alfred P. Glover, and the Finance
Committee, chaired by C. Edward Boutonnet, whose common members include Andrew
E. Ausonio, Duncan L. McCarter, Robert M. Mraule (Vice Chairman) and Mose E.
Thomas, Jr., oversee the Corporation's and Subsidiaries' independent public
accountants, analyze the results of internal and regulatory examinations and
monitor the financial and accounting organization and reporting. The Audit
Committee met nine (9) times and the Finance Committee met eleven (11) times in
1997.
The Board of Directors has not established a nominating committee. The full
Board of Directors performs the functions of a nominating committee with
responsibility for considering appropriate candidates for election as directors.
The Premises, Compensation and Performance Committee, whose members include
Andrew E. Ausonio (Chairman), C. Edward Boutonnet (Vice Chairman), Duncan L.
McCarter, Robert M. Mraule and Mose E. Thomas, Jr., oversees physical premises
used in daily operations and reviews and establishes employee benefits and the
compensation paid to executive officers and other employees. The Premises,
Compensation and Performance Committee met eleven (11) times in 1997.
The ALCO/Compliance/Shareholder Relations Committee, whose members include
Andrew E. Ausonio, Bradford G. Crandall, Alfred P. Glover, Richard C. Green
(Vice Chairman) and Robert M. Mraule (Chairman), has responsibility for
asset/liability management, review of the Corporation's investment portfolio,
maintenance of shareholder relations and monitoring compliance with California
and Federal regulation of the Corporation and the Subsidiaries. The
ALCO/Compliance/Shareholder Relations Committee met three (3) times in 1997.
7
<PAGE> 10
The Loan Committee, whose members include Andrew E. Ausonio, C. Edward
Boutonnet (Vice Chairman), Bradford G. Crandall (Chairman), Alfred P. Glover,
Richard C. Green and Louis A. Souza has responsibility for establishing loan
policy and approving loans which exceed certain dollar limits. The Loan
Committee met twenty (20) times in 1997.
The Marketing Committee, whose members include Andrew E. Ausonio, Richard
C. Green (Vice Chairman), Duncan L. McCarter (Chairman) and Louis A. Souza, has
responsibility for administering the Corporation's marketing policies and
marketing programs. The Marketing Committee met eleven (11) times in 1997.
During 1997, the Corporation's Board of Directors held twelve (12)
meetings. All Directors attended at least seventy-five percent (75%) of the
aggregate of the total number of meetings of the Board of Directors and the
number of meetings of the committees on which they served.
COMPENSATION OF DIRECTORS
The fees paid to directors during 1997 included a base fee of $2,050 per
month for attendance at Board meetings of the Corporation and the Subsidiaries.
In addition to the base fee, the Loan Committee Chairman received $200 per
month, the Chairmen of the Audit, ALCO/Compliance/Shareholder Relations,
Marketing, and the Premises, Compensation and Performance Committees each
received $100 per month. The total amount of fees paid to all Directors as a
group for attendance at Board and committee meetings was $233,000 in 1997.
8
<PAGE> 11
EXECUTIVE COMPENSATION
Set forth below is the summary compensation paid or accrued during the
three years ended December 31, 1997 to Nick Ventimiglia, John McCarthy, Thomas
Sa, C. Frederick Rowden, Harry D. Wardwell and Robert C. Blatter, the only
executive officers of the Corporation and/or the Subsidiaries.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
LONG-TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------------- ------------------------ -------
(F) (G) (I)
(E) RESTRICTED SECURITIES (H) ALL OTHER
(A) (C) (D) OTHER ANNUAL STOCK UNDERLYING LTIP COMPEN-
NAME AND (B) SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS PAYOUTS SATION
PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($)(3) ($) (#)(4) ($) ($)(5)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Nick Ventimiglia, President 1997 $200,000 $154,030 -- -- -- -- $1,900
And Chief Executive Officer, 1996 200,000 146,000 -- -- 24,750 -- 1,900
Central Coast Bancorp 1995 175,000 96,969 -- -- 19,965 -- 1,848
and Bank of Salinas
- -------------------------------------
John F. McCarthy, Executive 1997 130,000 100,119 -- -- -- -- 1,900
Vice President and Chief 1996 124,142 94,900 -- -- 16,500 -- 1,722
Operating Officer 1995 118,079 64,638 -- -- -- -- 1,847
- -------------------------------------
Thomas A. Sa, Senior Vice 1997 71,433 -- -- -- -- -- --
President, Chief Financial 1996 106,667 80,000 -- -- 16,500 -- 441
Officer and Corporate Secretary (6) 1995 40,193 21,200 -- -- 9,075 -- --
- -------------------------------------
C. Frederick Rowden, 1997 122,970 -- -- -- -- -- 480
President, Cypress Bank (7) 1996 88,139 20,000 -- -- 8,250 -- 570
1995 93,031 -- -- -- -- -- --
- -------------------------------------
Harry D. Wardwell, 1997 69,458 15,000 -- -- -- -- 1,607
President, Cypress Bank 1996 66,150 10,000 -- -- 3,300 -- 1,063
1995 63,000 5,000 -- -- -- -- 598
- -------------------------------------
Robert C. Blatter, Senior Vice 1997 76,000 58,531 -- -- -- -- 1,840
President and Loan 1996 75,000 55,480 -- -- 8,250 -- 1,819
Administrator 1995 74,833 22,893 -- -- -- -- --
- -------------------------------------
</TABLE>
- ---------------
(1) Amounts shown include cash and non-cash compensation earned and received by
executive officers as well as amounts earned but deferred at the election of
those officers under the 401(k) Plan. The salary paid to Mr. Sa in 1995 was
the amount earned in the period from the date of initial employment, August
7. The salary paid to Mr. Sa and Mr. Rowden in 1997 was the amount earned in
the period from the beginning of the year through the dates of their
resignations (November 28, 1997 and July 14, 1997, respectively).
(2) Amounts indicated as bonus payments were earned for performance during 1997,
1996 and 1995.
(3) No executive officer received perquisites or other personal benefits in
excess of the lesser of $50,000 or 10% of each such officer's total annual
salary and bonus during 1997, 1996 and 1995.
(4) Amounts shown represent the number of shares granted. The Corporation had a
1982 Stock Option Plan (the "1982 Plan") pursuant to which options could be
granted to directors and key, full-time salaried, officers and employees of
the Corporation and the Subsidiaries. The 1982 Plan expired by its terms in
1993. Options granted under the 1982 Plan were either incentive options or
non-statutory options. Options granted under the 1982 Plan became
exercisable in accordance with a vesting schedule established at the time of
grant. Vesting could not extend beyond ten years from the date of grant.
Upon a change in control of the Corporation, all outstanding options under
the 1982 Plan will become fully vested and exercisable. Options granted
under the 1982 Plan were adjusted to protect against dilution in the event
of certain changes in the Corporation's capitalization, including stock
splits and stock dividends.
9
<PAGE> 12
The Corporation's 1994 Stock Option Plan, as amended, (the "1994 Plan") is
substantially similar to the 1982 Plan regarding provisions related to
option grants, vesting and dilution. Upon a change in control, options do
not become fully vested and exercisable, but may be assumed or equivalent
options may be substituted by a successor corporation. All options granted
to the named executive officers are incentive stock options and have an
exercise price equal to the fair market value of the Corporation's Common
Stock on the date of grant. There were no options granted to the named
executives during 1997.
(5) Amounts shown for each named executive officer are 401(k) matching
contributions for the year indicated.
(6) Mr. Sa resigned his position effective November 28, 1997 and the Director of
Accounting assumed his position responsibilities.
(7) Mr. Rowden resigned his position effective July 14, 1997 and Mr. Wardwell
was appointed as his replacement.
The following table sets forth the number of shares of Common Stock
acquired by each of the named executive officers upon the exercise of stock
options during fiscal 1997, the net value realized upon exercise, the number of
shares of Common Stock represented by outstanding stock options held by each of
the named executive officers as of December 31, 1997 and the value of such
options based on the closing price of the Corporation's Common Stock and certain
information concerning unexercised options under the 1982 and 1994 Stock Option
Plans.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(D)
NUMBER OF (E)
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
(B) (C) AT FISCAL AT FISCAL
SHARES VALUE YEAR-END (#) YEAR-END ($)
(A) ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE (1)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Nick Ventimiglia $ 0 $ 0 16,236/28,479 $130,585/$219,802
President and Chief Executive
Officer
- --------------------------------------------------------------------------------------------------
John McCarthy 0 0 54,604/11,000 627,823/212,785
Executive Vice President and
Chief Operating Officer
- --------------------------------------------------------------------------------------------------
Thomas A. Sa 0 0 3,300/0 30,558/0
Senior Vice President, Chief
Financial Officer and
Corporate Secretary(2)
- --------------------------------------------------------------------------------------------------
C. Frederick Rowden 18,816 309,618 0/0 0/0
President, Cypress Bank(3)
- --------------------------------------------------------------------------------------------------
Harry D. Wardwell 0 0 1,100/2,200 6,380/12,760
President, Cypress Bank
- --------------------------------------------------------------------------------------------------
Robert C. Blatter 0 0 11,359/ 9,189 120,722/76,795
Senior Vice President
and Loan Administrator
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) The aggregate value has been determined based upon the closing price for the
Corporation's Common Stock at exercise or year-end, minus the exercise
price.
(2) Mr. Sa resigned his position effective November 28, 1997 and the Director of
Accounting assumed his position responsibilities.
(3) Mr. Rowden resigned his position effective July 14, 1997 and Mr. Wardwell
was appointed as his replacement.
10
<PAGE> 13
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
During 1996, the Bank of Salinas entered into employment agreements with
Messrs. Ventimiglia, President and Chief Executive Officer; McCarthy, Executive
Vice President and Chief Operating Officer; Sa, Senior Vice President and Chief
Financial Officer; and Blatter, Senior Vice President and Loan Administrator.
The agreements provide for an original term of three years with automatic
one-year extensions until the agreements are terminated as described below. In
addition, in January 1997, Cypress Bank entered into a two-year employment
agreement with Mr. Rowden to replace a previously existing agreement. The
agreements provide for a base salary of $200,000 for Mr. Ventimiglia; $130,000
for Mr. McCarthy; $110,000 for Mr. Sa; $99,000 for Mr. Rowden; and $76,000 for
Mr. Blatter. The base salaries under each agreement are reviewed annually and
are subject to adjustment at the discretion of the Board of Directors.
Additionally, the agreements provide for, among other things: (a) a
discretionary annual bonus based upon the Corporation's achievement of certain
profitability, growth and asset quality standards as established by the Board of
Directors; (b) payment of base salary, reduced by the amounts received from
state disability insurance or workers' compensation or other similar insurance
benefits through policies provided by the Bank; (c) stock option grants under
the Corporation's stock option plan, at the sole discretion of the Board of
Directors; (d) four weeks annual vacation leave; (e) use of an automobile; and
(f) reimbursement for ordinary and necessary expenses incurred in connection
with employment.
The agreements may be terminated with or without cause, but if the
agreements are terminated due to the occurrence of circumstances that make it
impossible or impractical for the Employer to conduct or continue its business,
the loss by the Employer of its legal capacity to contract or the Employer's
breach of the terms of the agreement, the employee is entitled to receive
severance compensation equal to six months of the existing base salary. The
agreements further provide that in the event of a "change in control" as defined
therein and within a period of two years following consummation of such change
in control: (a) the employee's employment is terminated; or (b) any adverse
change occurs in the nature and scope of the employee's position,
responsibilities, duties, salary, benefits or location of employment; or (c) any
event occurs which reasonably constitutes a demotion, significant diminution or
constructive termination of employment, then the employee will be entitled to
receive severance compensation in an amount equal to a multiple of the
employee's average annual compensation for the five years immediately preceding
the change in control as follows: (a) two times for Mr. Ventimiglia; (b) one and
one-half times for Messrs. McCarthy and Sa; and (c) one time for Messrs. Rowden
and Blatter.
Recognizing the importance of building and retaining a competent management
team, additional agreements were entered into to provide post-retirement
benefits to the above named employees. The terms of the agreements include the
amounts each employee will receive upon the occurrence of certain specified
events, including formal retirement on or after a specified age. The agreements
generally provide for annual retirement benefit payments of Ninety Thousand
Dollars ($90,000) to Mr. Ventimiglia, Seventy Thousand Dollars ($70,000) to Mr.
McCarthy and Forty-five Thousand Dollars ($45,000) to Mr. Blatter. The annual
retirement benefit amount is payable in equal monthly installments over a
fifteen (15) year period. In the event of an employee's death, all remaining
amounts due are anticipated to be paid to the employee's designated beneficiary
over the remaining payout period. Other events which may alter when payment of
the annual retirement benefit is to begin, or the amount which is to be paid,
include: (a) disability prior to retirement in which case the employee shall be
entitled to a lesser benefit payment amount based upon the length of employment;
and (b) either termination of employment without cause or constructive
termination following a "change of control," in which case the employee is
entitled to receive the full annual benefit payment in equal monthly
installments for fifteen (15) years beginning in the month following the
termination or "change of control." Generally, in those situations where the
employee is terminated for cause, or where the employee voluntarily terminates
his employment prior to retirement or other event triggering a right to payments
under the agreement, the employee is not entitled to the payment of any
benefits.
11
<PAGE> 14
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The compensation of the executive officers of the Corporation and the
Subsidiaries is reviewed and approved annually by the Board of Directors on
recommendation by the Premises, Compensation and Performance Committee (the
"Committee"). During 1997, Messrs. Ausonio, Boutonnet, McCarter, Mraule and
Thomas were members of the Committee. Messrs. Ventimiglia, McCarthy, Sa, Rowden,
Wardwell and Blatter, serve as executive officers of the Corporation and/or the
Subsidiaries during 1997.
The Committee's philosophy is that compensation should be designed to
reflect the value created for shareholders while supporting the Corporation's
strategic goals. The Committee reviews annually the compensation of the
executive officers to insure that the Corporation's compensation programs are
related to financial performance and consistent generally with employers of
comparable size in the industry. Annual compensation for the Corporation's
executive officers includes the following components:
1) Base salary is related to the individual officer's level of
responsibility and comparison with comparable employers in the industry.
2) Annual cash bonuses are based on individual and Corporation
performance. Factors evaluated include the achievement of certain
profitability, growth and asset quality standards as established by the
Board of Directors. The bonus compensation is funded from the Corporation's
pre-tax income. While many of the factors considered in determining whether
to award a bonus are objective, the Committee recommendation may also
include certain subjective factors as part of the bonus analysis. During
1997, bonuses were recommended by the Committee for each of the named
executive officers. See SUMMARY COMPENSATION TABLE.
3) Stock option grants are intended to increase the executive
officers' interest in the Corporation's long-term success and to link the
interests of the executive officers with those of the shareholders as
measured by the Corporation's share price. Stock options are granted at the
prevailing market value of the Corporation's Common Stock and will only
have value if the Corporation's stock price increases. See SUMMARY
COMPENSATION TABLE AND OPTION/SAR EXERCISE TABLE, and notes thereto for
further description of stock options.
4) The Corporation matches salary deferred by employees participating
in its 401(k) Plan at a rate determined annually by the Board of Directors
(20% of salary deferred for 1997). Executive officers are eligible to
participate in the 401(k) plan. See SUMMARY COMPENSATION TABLE.
12
<PAGE> 15
COMPARISON OF CENTRAL COAST BANCORP SHAREHOLDER RETURN
Set forth below is a line graph comparing the annual percentage change in
the cumulative total return on the Corporation's Common Stock with the
cumulative total return of the SNL Securities Index of National Peer Banks
(asset size of $250 million-$500 million) and the S&P 500 as of the end of each
of the Corporation's last five fiscal years.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
Central Coast SNL $250M-
(Period Ending) Bancorp S&P 500 $500M Banks
<S> <C> <C> <C>
12/31/92 100.00 100.00 100.00
12/31/93 91.58 110.08 131.14
12/31/94 110.83 111.53 141.49
12/31/95 146.92 153.44 190.95
12/31/96 214.29 188.52 247.94
12/31/97 315.79 251.44 428.83
</TABLE>
Assumes that $100.00 was invested on December 31, 1992 in Central Coast Bancorp
Common Stock and each index, and that all dividends were reinvested. Returns
have been adjusted for stock dividends and stock splits declared by Central
Coast Bancorp. Shareholder returns over the indicated period should not be
considered indicative of future shareholder returns.
CHANGES IN CONTROL
The corporation knows of no arrangements, including any pledge by any
person of securities of the Corporation, the operation of which may, at a
subsequent date, result in a change of control of the Corporation.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors, executive officers and ten percent or more shareholders
of the Corporation's equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes of ownership of
the Corporation's equity securities. Officers, directors and ten percent or more
shareholders are required by SEC regulation to furnish the Corporation with
copies of all Section 16(a) forms they file. To the Corporation's
13
<PAGE> 16
knowledge, based solely on review of the copies of such reports furnished to the
Corporation and written representations that no other reports were required,
during the fiscal year ended December 31, 1997, except for director Boutonnet,
who failed to timely file one report on Form 3, all Section 16(a) filing
requirements applicable to its executive officers, directors and beneficial
owners of ten percent or more of the Corporation's equity securities appear to
have been met.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS
There have been no transactions, or series of similar transactions, during
1997, or any currently proposed transaction, or series of similar transactions,
to which the Corporation or the Subsidiaries was or is to be a party, in which
the amount involved exceeded or will exceed $60,000 and in which any director of
the Corporation or the Subsidiaries, executive officer of the Corporation or the
Subsidiaries, any shareholder owning of record or beneficially 5% or more of the
Corporation's Common Stock, or any member of the immediate family of any of the
foregoing persons, had, or will have, a direct or indirect material interest.
CERTAIN BUSINESS RELATIONSHIPS
There were no business relationships during 1997 of the type requiring
disclosure under Item 404(b) of Regulation S-K.
INDEBTEDNESS OF MANAGEMENT
The Corporation, through the Subsidiaries, has had, and expects in the
future to have banking transactions in the ordinary course of its business with
many of the Corporation's directors and officers and their associates, including
transactions with corporations of which such persons are directors, officers or
controlling shareholders, on substantially the same terms (including interest
rates and collateral) as those prevailing for comparable transactions with
others. Management believes that in 1997 such transactions comprising loans did
not involve more than the normal risk of collectibility or present other
unfavorable features. Loans to executive officers of the Corporation and the
Subsidiaries are subject to limitations as to amount and purposes prescribed in
part by the Federal Reserve Act, as amended, and the regulations of the Federal
Deposit Insurance Corporation.
PROPOSAL NO. 2
RATIFICATION AND APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP served the Corporation and the
Subsidiaries as independent public accountants for the 1997 fiscal year.
Deloitte & Touche LLP has no interest, financial or otherwise, in the
Corporation or the Subsidiaries. The services rendered by Deloitte & Touche LLP
during the 1997 fiscal year were audit services, consultation in connection with
various accounting matters and preparation of corporation income tax returns.
The Boards of Directors of the Corporation and the Subsidiaries approved each
professional service rendered by Deloitte & Touche LLP during the 1997 fiscal
year, and the possible effect of each such service on the independence of that
firm was considered by the Boards of Directors before such service was rendered.
Representatives of Deloitte & Touche LLP are expected to be present at the
Meeting and will have an opportunity to make a statement if they so desire and
to answer appropriate questions.
The Board of Directors of the Corporation has selected Deloitte & Touche
LLP to serve as the independent public accountants for the 1998 fiscal year and
recommend that the shareholders vote FOR approval to ratify the selection of
Deloitte & Touche LLP as the Corporation's independent public accountants for
the 1998 fiscal year.
14
<PAGE> 17
ANNUAL REPORT
The Annual Report of the Corporation containing audited financial
statements for the fiscal year ended December 31, 1997 is included in this
mailing to shareholders.
FORM 10-K
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, IS AVAILABLE TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO
JOHN F. McCARTHY, SECRETARY, CENTRAL COAST BANCORP, 301 MAIN STREET, SALINAS,
CALIFORNIA 93901.
SHAREHOLDERS' PROPOSALS
Next year's Annual Meeting of Shareholders will be held on May 20, 1999.
The deadline for shareholders to submit proposals for inclusion in the Proxy
Statement and form of Proxy for the 1999 Annual Meeting of Shareholders is
December 30, 1998. All proposals should be submitted by Certified Mail -- Return
Receipt Requested, to John F. McCarthy, Secretary, Central Coast Bancorp, 301
Main Street, Salinas, California, 93901.
OTHER MATTERS
The Board of Directors knows of no other matters which will be brought
before the Meeting, but if such matters are properly presented to the Meeting,
proxies solicited hereby will be voted in accordance with the judgment of the
persons holding such proxies. All shares represented by duly executed proxies
will be voted at the Meeting in accordance with the terms of such proxies.
CENTRAL COAST BANCORP
/s/ JOHN MCCARTHY
--------------------------
John F. McCarthy
Secretary
Salinas, California
April 29, 1998
15
<PAGE> 18
PROXY PROXY
CENTRAL COAST BANCORP
Proxy for the Annual Meeting of Shareholders To Be Held May 21, 1998
This Proxy Is Solicited on Behalf of the Board of Directors
The undersigned holder of Common Stock acknowledges receipt of a copy of the
Notice of Annual Meeting of Shareholders of Central Coast Bancorp and the
accompanying Proxy Statement dated April 29, 1998, and revoking any Proxy
heretofore given, hereby constitutes and appoints C. Edward Boutonnet and Nick
Ventimiglia and each of them, with full power of substitution, as attorneys and
proxies to appear and vote all of the shares of Common Stock of Central Coast
Bancorp, a California corporation, standing in the name of the undersigned which
the undersigned could vote if personally present and acting at the Annual
Meeting of Shareholders of Central Coast Bancorp, to be held at 301 Main Street,
Salinas, California on Thursday, May 21, 1998, at 5:30 p.m. or at any
postponements or adjournments thereof, upon the following items as set forth in
the Notice of Meeting and Proxy Statement and to vote according to their
discretion on all other matters which may be properly presented for action at
the Meeting or any postponements or adjournments thereof. The above-named proxy
holders are hereby granted discretionary authority to cumulate votes represented
by the shares covered by this Proxy in the election of directors.
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ELECTION OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS AND "FOR" PROPOSAL
NO. 2. THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS MADE, IT WILL BE VOTED "FOR" THE ELECTION OF DIRECTORS NOMINATED BY
THE BOARD OF DIRECTORS AND "FOR" PROPOSAL NO. 2.
UNLESS OTHERWISE SPECIFIED THIS PROXY WILL BE VOTED "FOR" THE FOLLOWING ITEMS:
1. To elect as directors the nominees set forth below:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to to vote for all nominees
the contrary below). listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below:
C. Edward Boutonnet Michael T. Lapsys Mose E. Thomas, Jr.
Bradford G. Crandall Duncan L. McCarter Nick Ventimiglia
Alfred P. Glover Robert M. Mraule, D.D.S., M.D.
Richard C. Green Louis M. Souza
2. To approve the appointment of Deloitte & Touche LLP as independent public
accountants for the 1998 fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come before the meeting.
No. of Common Shares
I/We do [ ]
or do not [ ] expect to attend this Meeting.
Dated:____________________________ , 1998
SHAREHOLDER(S)
Please date and sign exactly as your name(s) appear(s). When signing as
attorney, executor, administrator, trustee, or guardian, please give full title.
If more than one trustee, all should sign. All joint owners should sign. WHETHER
OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THIS PROXY AS
PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
