<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for the 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
VRB Bancorp
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6 (i) (4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it is 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 No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
VRB BANCORP
110 Pine Street
Rogue River, Oregon 97537
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 2000
To the Shareholders of VRB Bancorp:
Notice is hereby given that the Annual Meeting of Shareholders of VRB
Bancorp ("Bancorp") will be held at the Rogue Valley Country Club located at
2660 Hillcrest Road, Medford, Oregon, on Wednesday, April 26, 2000, at 2:00 PM
for the following purposes:
(1) To elect nine Directors of Bancorp.
(2) To transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.
Only shareholders of record at the close of business on the record date,
March 1, 2000, are entitled to vote at the Annual Meeting or any adjournments
thereof.
Further information regarding voting rights and the business to be
transacted at the Annual Meeting is given in the accompanying Proxy Statement.
Your continued interest as a shareholder in the affairs of Bancorp, its growth
and development, is genuinely appreciated by the officers and personnel who
serve you.
March 27, 2000 BY ORDER OF THE BOARD OF DIRECTORS
William A. Haden
President
Chief Executive Officer
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Annual Meeting, please sign and date your
Proxy and return it in the enclosed postage prepaid envelope. A shareholder who
completes and returns the Proxy and subsequently attends the Annual Meeting may
elect to vote in person, since a proxy may be revoked at any time before it is
voted. Retention of the Proxy is not necessary for admission to the Annual
Meeting.
<PAGE> 3
VRB BANCORP
110 Pine Street
Rogue River, Oregon 97537
PROXY STATEMENT
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of VRB Bancorp ("Bancorp") of proxies to
be used at the Annual Meeting of shareholders of Bancorp scheduled to be held
April 26, 2000 (the "Annual Meeting"). This Proxy Statement and the enclosed
form of proxy are being mailed to shareholders on or about March 27, 2000. The
1999 Annual Report of Bancorp to its shareholders is being mailed to
shareholders with this Proxy Statement.
The cost of this Proxy solicitation will be borne by Bancorp. Bancorp
does not expect to pay any compensation for the solicitation of proxies but may
reimburse brokers and other persons holding stock in their names, or in the
names of nominees, for their expenses in sending proxy material to principals
and obtaining their proxies. In addition to solicitation of proxies by mail,
Bancorp may also use its officers and regular employees or officers and
employees of its subsidiary, Valley of the Rogue Bank, to solicit proxies from
shareholders, either in person or by telephone, fax, or letter, without extra
compensation.
BUSINESS OF THE MEETING
The following matter will be presented for shareholder action at the
annual meeting:
ELECTION OF DIRECTORS
NOMINEES
The following persons have been nominated to serve terms expiring with
the 2001 Annual Meeting of Shareholders and until their successors have been
elected and qualified. All nine nominees are presently serving as Directors of
Bancorp.
NAME OF NOMINEE
James D. Coleman
John O. Dunkin
Michael Donovan
April Sevcik
Gary Lundberg
Robert J. DeArmond
Larry L. Parducci
Tom Anderson
William A. Haden
It is the intention of the persons named in the Proxy to vote for the
election of the nominees listed above. If any nominee is not available for
election, the Proxy will be voted by the individuals named in the proxy for such
substitute nominee as the Board of Directors may designate. Management has no
reason to believe any nominee will be unavailable.
APPROVAL REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATIONS
Directors are elected by a plurality of votes cast. Shareholders are not
entitled to accumulate votes for Directors. The Board of Directors recommends a
vote "FOR" the election of all nominees.
<PAGE> 4
INFORMATION REGARDING NOMINEES
The following table shows as to each nominee for director, position held
with Bancorp, age, year in which he/she first became a director of Bancorp, and
principal occupation and business experience during the last five years.
<TABLE>
<CAPTION>
DIRECTOR OF PRINCIPAL OCCUPATION AND LAST FIVE
BANCORP YEARS BUSINESS
NAME AND POSITION AGE SINCE EXPERIENCE
- ----------------- --- ----- ----------
<S> <C> <C> <C>
James D. Coleman 61 1987 Mr. Coleman currently serves as Chairman of
Director the Board of Directors. Mr. Coleman was
previously a director of
Medford State Bank which
Bancorp acquired in 1987. He
is President and owner of
Crater Lake Motors, a Ford and
Mercedes automobile dealership
in Medford, Oregon.
John O. Dunkin 61 1986 Mr. Dunkin currently serves as Vice Chairman
Director of the Board of Directors. Mr. Dunkin is
Chief Executive Officer of
Grants Pass Moulding, Rogue
Valley Sash & Door, and
Pacific Lumber, all located in
Grants Pass, Oregon.
Michael Donovan 49 1997 Mr. Donovan is co-owner of the Chateaulin
Director Restaurant & Wine Shoppe in Ashland, Oregon.
April Sevcik 53 1997 Ms. Sevcik is the owner and President of
Director General Credit Service Inc. in Medford,
Oregon.
Gary Lundberg 61 1993 Mr. Lundberg was formerly an owner of
Director Lundberg's Funeral Home in Grants Pass,
Oregon.
Robert J. DeArmond 69 1990 Mr. DeArmond formerly served (22 years) as
Director a director of Mountain States Savings Bank
in Coeur d'Alene Idaho and as
Chairman of the Board of Idaho
Forest Products until his
retirement in 1995.
Larry L. Parducci 55 1994 Mr. Parducci is the owner/operator of
Director Holiday RV Park in Phoenix, Oregon.
Mr. Parducci also serves as
Mayor for the city of Phoenix.
Tom Anderson 49 1996 Mr. Anderson served as Executive Vice
Director President & Secretary for VRB Bancorp and
Executive Vice President & Chief Operating
Officer for Valley of the Rogue Bank up
until June 30, 1999. Mr. Anderson has since
established Tom Anderson Consulting
Services, Inc. and works with a number of
independent businesses in the Rogue Valley
William A. Haden 51 1996 Mr. Haden currently serves as President &
President and Director CEO for VRB Bancorp and President & CEO for
Valley of the Rogue Bank.
</TABLE>
The Board of Directors of Bancorp has established the number of
Directors at nine, as provided in the by-laws. All of the Directors of Bancorp
also serve as Directors of Valley of the Rogue Bank.
During 1999, the sole business activity of Bancorp related to the
operation of its wholly-owned subsidiary, Valley of the Rogue Bank. The Bancorp
held nine regularly scheduled and special meetings of the Board of Directors
during 1999. Valley of the Rogue Bank held nineteen regularly scheduled and
special meetings of the Board of Directors during 1999. All directors nominated
attended at least 75 percent of the total aggregate of (1) the total number of
meetings of the board of directors for Bancorp and Valley of the Rogue Bank and
(2) the total number of meetings held by all committees of the board for which
the director served, during 1999, with the exception of Director Dunkin.
<PAGE> 5
CERTAIN COMMITTEES OF THE BOARD OF DIRECTORS
Bancorp does not have a Nominating committee. When the need arises, the
full Board serves as the Nominating committee.
Bancorp does not maintain a standing Compensation committee. All
compensation paid to Directors and executive officers is paid by Bancorp's
subsidiary bank, Valley of the Rogue Bank. The Bank maintains a standing
Compensation committee which during 1999 consisted of directors John O. Dunkin,
Michael Donovan, James D. Coleman and Larry L. Parducci.
Bancorp does not maintain a standing Examination committee. Reports of
examinations, regulatory or otherwise are reviewed with the entire Board of
Directors. Bancorp's subsidiary bank, Valley of the Rogue Bank, maintains a
standing Examination committee which during 1999 consisted of directors Robert
J. DeArmond, April Sevcik, James Coleman and Gary Lundberg.
The Bank also maintains a standing Loan committee. The committee reviews
and approves extensions of credit when the borrower's total indebtedness to the
Bank is in excess of $200,000. The committee meets on an as needed basis. All
nine of Bancorp's directors serve as members of the Loan committee.
COMPENSATION OF DIRECTORS
No fees are paid to Directors of Bancorp other than as Directors of the
subsidiary bank. Each non-employee Director of Valley of the Rogue Bank received
a fee of $750.00 per month during 1999. James Coleman (Chairman of the Board)
received $800.00 per month. During 1999, Bancorp and Bank officers who also
served as Directors received no additional fees for serving on the Boards.
Non-Employee Directors also participate in a Non-Discretionary Stock Option Plan
approved by Bancorp's shareholders in 1991 and amended in 1994. The Plan
provides for granting of options to Directors on an annual basis. The number of
shares granted to the Directors is determined by dividing the total compensation
paid each Director during the year, by the most recent year end book value per
share. Grants are made in April of each year, based on the preceding year's
compensation. Directors are required to serve for one full calendar year before
becoming eligible to participate in the plan.
<PAGE> 6
STOCK PERFORMANCE GRAPH
The chart, shown below, compares the yearly percentage change in the
cumulative shareholder return on Bancorp's Common Stock during the five fiscal
years ended December 31, 1999, with (i) the Total Return Index for the Nasdaq
Stock Market (U.S. Companies) as reported by the Center for Research in
Securities Prices, Graduate School of Business, The University of Chicago 1999
(ii) the Total Return Index for the Nasdaq Stock Market Financial Index as
reported by the Center for Research in Securities Prices, Graduate School of
Business, The University of Chicago 1999 and (iii) the SNL Bank Index for
financial institutions with assets less than $500 million, as reported by SNL
Securities. This comparison assumes $100.00 was invested on December 31, 1994,
in Bancorp's Common Stock, and the comparison indices, and assumes the
reinvestment of all cash dividends prior to any tax effect, and retention of all
stock dividends. Prior to November 1997, VRB Bancorp Common Stock was not quoted
on Nasdaq Stock MarketSM. Prior to its listing on Nasdaq Stock MarketSM, trading
activity was limited. For purposes of computing return information for the
periods being compared, Bancorp used price information for trades that were
reported to it prior to November 1997.
VRB BANCORP
[VRB BANCORP PERFORMANCE GRAPH]
<PAGE> 7
EXECUTIVE OFFICERS
The persons listed below are the executive officers of Bancorp, and of
its subsidiary bank, Valley of the Rogue Bank.
William A. Haden, age 51. Mr. Haden has served as President and Chief
Executive Officer of VRB Bancorp and its subsidiary Valley of the Rogue Bank
since January 1996. He served as Senior Vice President of Valley of the Rogue
Bank between 1996 and July 1993, when he joined the Bank. Previous to joining
Valley of the Rogue Bank, Mr. Haden served as President of Family Bank of
Commerce, from 1985 until its merger into Valley of the Rogue Bank in 1993. Mr.
Haden served as Senior Vice President and Credit Administrator for Family Bank
of Commerce from 1981 until 1985. Previous to joining Family Bank of Commerce,
Mr. Haden held various lending positions with First Interstate Bank of Oregon,
now Wells Fargo Bank.
Tom Anderson, age 49. Mr. Anderson served as Executive Vice President
and Secretary of VRB Bancorp and Executive Vice President and Chief Operating
Officer of Valley of the Rogue Bank until June 30, 1999, as which time he
resigned from his position. Mr. Anderson continues to serve on the Bancorp's
Board of directors.
Brad Copeland, age 51. Mr. Copeland has served as Executive Vice
President and Credit Administrator of Bancorp and its subsidiary Valley of the
Rogue Bank since January 1998. Mr. Copeland served as Senior Vice President and
Credit Administrator from July 1997 through January 1998. Mr. Copeland was
retained by Valley of the Rogue Bank in October 1996 to fill the anticipated
vacancy created by the retirement of the Bank's previous Senior Vice President
and Credit Administrator. Prior to joining Valley of the Rogue Bank Mr. Copeland
served as Senior Vice President and Senior Credit Officer for Bank of America
Alaska (1987 to 1996). Previous to his employment with Bank of America Alaska,
Mr. Copeland served in various lending and management positions within the
banking industry (1972 to 1987).
Felice Belfiore, age 30. Ms. Belfiore has served as Senior Vice
President and Chief Financial Officer of Bancorp and its subsidiary Valley of
the Rogue Bank since January 1998. Ms. Belfiore has also served as Secretary of
Bancorp since July 1, 1999. She served as Vice President and Chief Financial
Officer from June 1997 until January 1998. Previous to joining Bancorp, Ms.
Belfiore, a certified public accountant, was employed with Moss Adams LLP, a
regional accounting and consulting firm.
Kathy Peckham, age 41. Ms. Peckham has served as Senior Vice President
and Corporate Sales Manager of Bancorp and its subsidiary, Valley of the Rogue
Bank, since January 1999. She served as Vice President and Corporate Sales
Manager from November 1996 to December 1998. Ms. Peckham joined Valley of the
Rogue Bank in September 1995, as a Commercial Lender and Business Development
Officer. Previous to joining Valley of the Rogue Bank in 1995, Ms. Peckham
served with U. S. Bank from 1977 to 1995 under various lending and management
capacities.
The officers are appointed by the Board of Bancorp and the Bank to serve
at the discretion of the Board.
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid or to be paid
by Bancorp and its subsidiary Valley of the Rogue Bank, as well as certain other
compensation paid or accrued, during the years ended December 31, 1999, 1998 and
1997, to William A. Haden, President and Chief Executive Officer, Brad Copeland,
Executive Vice President and Credit Administrator, Felice Belfiore, Senior Vice
President and Chief Financial Officer, and Kathy Peckham, Senior Vice President
and Corporate Sales Manager, for services rendered in all capacities. No other
Director or executive officer of Bancorp received salary and bonuses during the
year ended December 31, 1999 in excess of $100,000.
<PAGE> 8
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
OTHER
ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY (1) BONUS (2) COMPENSATION COMPENSATION
- --------------------------- ---- -------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
William A. Haden 1999 $105,000 $78,750 (3) $19,692 (4)
President 1998 $105,000 $80,370 $17,050 (4)
& Chief Executive Officer 1997 $ 90,000 $80,000 $16,905 (4)
Brad Copeland 1999 $ 85,000 $71,250 (3) $15,000 (5)
Executive Vice President 1998 $ 85,000 $65,075 $ 8,500 (5)
& Credit Administrator 1997 $ 80,000 $37,500 -
Felice Belfiore 1999 $ 70,000 $39,965 (3) $8,662 (5)
Senior Vice President 1998 $ 65,000 $16,625 $3,249 (5)
& Chief Financial Officer 1997 $ 55,000 $12,500 -
Kathy Peckham 1999 $ 60,000 $21,248 (3) $7,200 (5)
Senior Vice President 1998 $ 50,220 $12,000 $6,022 (5)
& Corporate Sales Manager 1997 $ 46,333 $10,000 $5,090 (5)
</TABLE>
- ---------------
(1) Salary includes amounts contributed by the identified executive officer to
Bancorp's subsidiary bank's 401(k) Employee Profit Sharing Plan.
(2) Includes bonuses paid or to be paid during the subsequent year but
attributable to the year indicated.
(3) Perquisites and other personal benefits, if any, did not exceed the lesser
of $50,000 or 10 percent of total annual salary and bonus for the named
executive officer for any of the periods indicated.
(4) Includes life insurance premiums of $1,050 for $350,000 face amount
insurance above company group insurance and the balance is the company's
contribution to match employee's salary deferral under Bancorp's subsidiary
bank's 401(k) Profit Sharing Plan.
(5)Includes the company's contribution to match employee's salary deferred
under Bancorp's subsidiary bank's 401(k) Profit Sharing Plan.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The non-employee members of the Board of Directors and the Compensation
committee of Valley of the Rogue Bank are responsible for establishing and
administering the company's executive compensation program.
COMPENSATION PHILOSOPHY AND OBJECTIVES
The philosophy underlying the development and administration of
Bancorp's compensation plan is the alignment of the interests of executive
management with those of the shareholders. Key elements of this philosophy are:
~ Set base compensation at a level to attract and retain competent
executives.
~ Establish incentive compensation plans, which deliver bonuses
based on the financial performance of the company.
~ Provide significant equity based incentives for executives to
ensure they are motivated over the long term to respond to the
company's business challenges and opportunities, as owners
rather than just employees.
The objective in determining base salaries for executives is to set
levels that are competitive and commensurate with the level of responsibility
assumed. Bancorp's incentive based Bonus Plan is the vehicle by which executives
can earn additional compensation depending on the financial performance of the
company.
Bancorp's long term incentive program consists of the 1991 Non-Qualified
Stock Option Plan, which was amended in 1994. Grants are made at the discretion
of the Board of Directors and awarded to individual executives, thereby
providing additional incentive for executives to increase shareholder value.
Executives receive value from these options when Bancorp's stock appreciates
over the long term.
COMPENSATION COMMITTEE MEMBERS
John O. Dunkin
James D. Coleman
<PAGE> 9
Larry L. Parducci
Michael Donovan
DESCRIPTION OF COMPENSATION PLANS AND AGREEMENTS
INCENTIVE-BASED BONUS PLAN
Bancorp's Incentive-Based Bonus Plan for executive officers provides for
establishment of a pool of funds equal to 11.25% of net profits in excess of a
1.0 percent return on average assets. The pool is then divided between the
executive officers on a pro-rata basis, based on base salary compensation paid
during the preceding year.
For the year ending December 31, 1999 profits generated by Bancorp
amounted to $4,888,383. These earnings equaled a return on average assets of
1.57% and a return on average shareholder equity of 14.17%. Based on the
performance of the Company and the incentive based Bonus Plan in place for 1999,
a bonus pool of $244,000 was established for payment of bonuses to executive
officers. Considering their respective performances, the Board awarded incentive
bonus payments to Mr. Haden of $78,750. Mr. Copeland was awarded a bonus payment
of $71,250. Ms. Belfiore was awarded $39,965. Ms. Belfiore's participation in
the plan is being phased in over a three-year period. She will participate on a
100% basis in 2001. Ms. Peckham was awarded $21,248. Her participation in the
plan is also being phased in over a three-year period. She will participate on a
100% basis in 2002.
EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS
VRB Bancorp and its subsidiary Valley of the Rogue Bank have entered
into special agreements with certain executive officers. These agreements are
intended to help insure that the executive remains in the employ of the Bank.
The Bank entered into an agreement with President and Chief Executive
Officer, William Haden, effective January 10, 1996, to provide at its expense a
term life insurance policy on Mr. Haden's life in the amount of $350,000,
through the year 2002 and at $150,000 thereafter. The ownership and right to
name the beneficiary under the policy is reserved to Mr. Haden. The agreement
with Mr. Haden additionally provides for a "Change in Control" payment equal to
his base salary plus any cash bonuses or other compensation paid to or for his
benefit, during the fiscal year preceding the "Change in Control". Further, if
Mr. Haden leaves the Bank following a "Change in Control", the Bank will, at its
expense, provide COBRA benefits to Mr. Haden for no longer than eighteen) months
following a "Change in Control", provided he is eligible for such benefits.
The Bank entered into "Change in Control agreements" with Executive Vice
President Brad Copeland, Senior Vice President Felice Belfiore and Senior Vice
President Kathy Peckham on November 20, 1999 to provide a "Change in Control"
payment equal to their base salary plus any cash bonuses or other compensation
paid to or for their benefit, during the fiscal year preceding the "Change in
Control".
STOCK OPTION PLANS
Bancorp has two non-qualified stock option plans, which were approved by
the shareholders during 1991 and amended in 1994. The plans reserved an
aggregate of 754,505 shares of Bancorp's unissued common stock for possible
grants to employees and non-employee directors. The purchase price of the
optioned shares is equal to not less than the book value of a share of stock as
of the end of the most recently completed fiscal year. Options granted are
exercisable for ten years from the date of grant, with shares fully vested after
six months for directors and up to a ten year period for employees.
The purposes of these plans are to advance the interests of VRB Bancorp
and its shareholders by enabling the company to attract and retain the services
of people with training, experience and ability to serve as outside directors
and employees, and to provide additional incentive to key employees and
directors of the Company by giving them an opportunity to participate in the
ownership and growth of Bancorp.
During 1999, 5,000 options were granted to employees for the purchase of
Bancorp shares under the 1991 Non-Qualified Stock Option Plan for Employees. No
options were granted to executive officers in 1999.
The following chart reflects options exercised by the named officer in
the last fiscal year and the value of options exercised and unexercised at
December 31, 1999.
<PAGE> 10
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END STOCK OPTION VALUES
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Shares Securities Underlying In-the Money Options
Acquired Options at FY End at FY End (1)
on Value -------------------------- --------------------------
Name Exercise (2) Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------- ---------- --------- ---------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
William A. Haden - - 32,215 48,323 $ 62,183 $ 93,277
Tom Anderson 2,024 $8,429 - - - -
Brad Copeland - - 9,360 21,840 $ 429 $ 3,861
Felice Belfiore - - 4,160 16,640 - $ 1,794
Kathy Peckham 416 $ 599 - 6,864 - $ 4,689
</TABLE>
- -------------------
(1) On December 31, 1999, the market price of Bancorp's Common Stock was
$6.06 per share. For purposes of the foregoing table, stock options with an
exercise price less than that amount are considered to be "in-the-money" and
are considered to have a value equal to the difference between this amount
and the exercise price of the stock option multiplied by the number of
shares covered by the stock option.
(2) Adjusted to reflect subsequent stock dividends and splits.
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth the shares of Common Stock of Bancorp
beneficially owned as of February 14, 2000 by each Director, each named
executive officer, and the Directors and executive officers as a group. As of
that date, Bancorp is not aware of any person who owns more than 5 percent of
its shares.
<TABLE>
<CAPTION>
COMMON STOCK PERCENT
BENEFICIALLY OF
NAME OF BENEFICIAL OWNER OWNED CLASS
------------------------------------ ------------------ --------
<S> <C> <C>
James D. Coleman 121,498 1.5%
John O. Dunkin 51,531 (1) *
Michael Donovan 4,727 (2) *
April Sevcik 7,360 (3) *
Gary A. Lundberg 21,436 (4) *
Robert J. DeArmond 130,740 (5) 1.6%
Larry L. Parducci 31,477 *
Tom Anderson 84,509 1.0%
William A. Haden 54,660 (6) *
Brad Copeland 13,338 (7) *
Felice Belfiore 4,610 (8) *
Kathy Peckham 4,431 (9) *
ALL DIRECTORS AND EXECUTIVE OFFICERS 530,317 6.3%
</TABLE>
- ---------------
* Less than 1.0%.
(1) Includes 25,351 shares, which could be acquired within 60 days by
exercise of stock options, and 25,180 shares held under JCLS limited
partnership of which Mr. Dunkin is general partner.
(2) Includes 4,467 shares which could be acquired within 60 days by exercise
of stock options
(3) Includes 2,221 shares which could be acquired within 60 days by exercise
of stock options
(4) Includes 2,221 shares which could be acquired within 60 days by exercise
of stock options
(5) Includes 7,431 shares which could be acquired within 60 days by exercise
of stock options
<PAGE> 11
(6) Includes 32,215 shares which could be acquired within 60 days by
exercise of stock options and 22,445 shares held in the Valley of the
Rogue Bank 401(k) Profit Sharing Plan, in a segregated self-directed
account for the benefit of Mr. Haden
(7) Includes 9,360 shares which could be acquired within 60 days by exercise
of stock options, and 1,646 shares held in the Valley of the Rogue Bank
401(k) Profit Sharing Plan, in a segregated self-directed account for
the benefit of Mr. Copeland
(8) Includes 4,160 shares which could be acquired within 60 days by exercise
of stock options
(9) Includes 3,724 shares held in the Valley of the Rogue Bank 401(k) Profit
Sharing Plan, in a segregated self-directed account for the benefit of
Ms. Peckham
TRANSACTIONS WITH MANAGEMENT
Various Directors and executive officers are customers of and have had
banking transactions with Bancorp's subsidiary, Valley of the Rogue Bank, in the
ordinary course of business, and the Bank expects to have such transactions in
the future. All loans and commitments to loan included in such transactions were
made in compliance with applicable laws, on substantially the same terms
(including interest rate and collateral) as those prevailing at the time for
comparable transactions with other persons and, in the opinion of management of
the Bank, do not involve more than the normal risk of collectibility or present
any other unfavorable features. The amount of loans outstanding to directors,
executive officers, and companies with which they are associated was $5,542,248
at December 31, 1999.
COMPLIANCE WITH SECTION 16 FILING REQUIREMENTS
Section 16 of the Securities Exchange Act of 1934, as amended ("Section
16"), requires that all executive officers and Directors of the Company and all
persons who beneficially own more than 10 percent of the Company's Common Stock
file an initial report of their ownership of the Company's securities on Form 3
and report changes in their ownership of the Company's securities on Form 4 or
Form 5. These filings must be made with the Securities and Exchange Commission
with a copy sent to the Company.
Based solely upon the Company's review of the copies of the filings that
it received with respect to the fiscal year ended December 31, 1999, the Company
believes that, other than as stated above, all reporting persons made all
required Section 16 filings with respect to such fiscal year on a timely basis.
<PAGE> 12
OTHER BUSINESS
At the Meeting, management will report on Bancorp's business and
shareholders will have the opportunity to ask questions.
The Board of Directors knows of no other matters to be brought before
the shareholders at the Annual Meeting. In the event other matters are presented
for a vote at the Meeting, the proxy holders will vote shares represented by
properly executed proxies at their discretion in accordance with their judgment
on such matters.
PROXIES AND VOTING AT THE ANNUAL MEETING
A majority of the outstanding Common Stock must be represented at the
Annual Meeting in person or by proxy in order to constitute a quorum for the
transaction of business. Only shareholders of record of Bancorp's Common Stock
as of the close of business on March 1, 2000, the record date for the Annual
Meeting, will be entitled to vote. As of that date, there were 8,297,979 shares
outstanding and entitled to vote. Each share of Common Stock is entitled to one
vote.
If a proxy in the accompanying form is signed and returned, the shares
represented will be voted at the Annual Meeting. Proxies will be voted in
accordance with the instructions thereon, but if no directions are given,
proxies will be voted FOR the election of the nominees identified in this Proxy
Statement.
Any proxy given pursuant to this solicitation may be revoked by the
shareholder at any time before it is exercised by affirmatively electing to vote
in person at the Annual Meeting or by filing with Bancorp at the address shown
above either an instrument of revocation or a duly executed proxy bearing a
later date. However, a shareholder who attends the Annual Meeting need not
revoke his or her proxy and vote in person unless he or she wishes to do so.
Shareholders who do not vote in person or who have not submitted a
proxy, including broker non-votes, will be considered abstentions and may not be
counted toward a quorum or in favor of any proposition. Proxies will be counted
by representatives of Valley of the Rogue Bank as the transfer agent for VRB
Bancorp.
INFORMATION AVAILABLE TO SHAREHOLDERS
VRB Bancorp's Annual Report is being mailed to shareholders with this
Proxy Statement. Additional copies of Bancorp's Annual Report and Form 10K,
which is expected to be filed with the Securities and Exchange Commission prior
to April 1, 2000, may be obtained without charge by writing to Felice Belfiore,
Senior Vice President and Chief Financial Officer of VRB Bancorp, at P.O. Box
1046, Rogue River, Oregon 97537.
AUDITORS
Moss Adams LLP, independent Certified Public Accountants, audited the
consolidated financial statements of Bancorp for the year ended December 31,
1999. The Board of Directors of Bancorp has not selected auditors for the
current year. Representatives of Moss Adams are expected to be present at the
shareholder's annual meeting, will be given the opportunity to make a statement,
and will be available to respond to any appropriate questions. However,
management has been advised that representatives of Moss Adams LLP do not plan
to make a statement.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the 2001 Annual
Shareholder's Meeting must be received by the Secretary of Bancorp prior to
November 1, 2000 for inclusion in the 2001 Proxy Statement and form of proxy.
<PAGE> 13
Annual Meeting VRB BANCORP
of Shareholders 110 Pine Street
April 26, 2000 Rogue River, OR
97537
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of VRB Bancorp (the "Corporation") hereby
constitutes and appoints William A. Haden and James D. Coleman and each of them
with power of substitution, attorneys and proxies to vote all of the shares of
common stock of the Corporation held of record by the undersigned shareholder on
March 1, 2000, at the Annual Meeting of Shareholders to be held on April 26,
2000, at 2:00 P.M., and at any adjournments, as follows:
<TABLE>
<CAPTION>
1. ELECTION OF DIRECTORS. NOMINEES ARE: FOR AGAINST
------------- --- -------
<S> <C> <C> <C>
James D. Coleman [ ] [ ]
William A. Haden [ ] [ ]
John O. Dunkin [ ] [ ]
Tom Anderson [ ] [ ]
Michael Donovan [ ] [ ]
Gary Lundberg [ ] [ ]
April Sevcik [ ] [ ]
Robert J. DeArmond [ ] [ ]
Larry L. Parducci [ ] [ ]
</TABLE>
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE, BUT IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES.
2. OTHER MATTERS. At the discretion of the proxy holder, on such other business
as may properly come before the meeting and any adjournments thereof. The
proxies may vote in their discretion as to other matters which may come before
the meeting.
The undersigned shareholder hereby acknowledges receipt of VRB Bancorp's
1999 Annual Report, and VRB Bancorp's Proxy Statement dated March 27, 2000.
Dated: __________________, 2000.
- ---------------------------------------- -----------------------------------
(Signature of Shareholder) (Signature of Shareholder)
Please sign exactly as your name appears.
When shares are held by joint tenants,
both should sign. When signing as an
attorney, executor, administrator, trustee
or guardian, please give full title.
