<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CALIFORNIA INDEPENDENT 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:
None
-----------------------------------------------------------------------
/ / 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:
None
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
Schedule 14A
-----------------------------------------------------------------------
(3) Filing Party:
California Independent Bancorp
-----------------------------------------------------------------------
(4) Date Filed:
April 3, 1998
-----------------------------------------------------------------------
<PAGE>
CALIFORNIA INDEPENDENT BANCORP
1227 BRIDGE STREET, SUITE C
YUBA CITY, CALIFORNIA 95991
(916) 674-4444
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 1998
6:00 P.M.
------------------------
The Annual Meeting of Shareholders of California Independent Bancorp, a
California corporation (the "Company") and the bank holding company for Feather
River State Bank (the "Bank"), will be held at the Bank, 777 Colusa Avenue, Yuba
City, California, on Wednesday, May 20, 1998 at 6:00 P.M., for the following
purposes:
1. To elect nine directors. The names of the nominees for the Board of
Directors of California Independent Bancorp are set forth in the
accompanying proxy statement.
2. To ratify the appointment of Arthur Andersen LLP to audit the financial
statements of California Independent Bancorp for the year ending December
31, 1998.
3. To consider and transact such other business as may properly be brought
before the meeting and any adjournment or adjournments thereof.
The foregoing proposals are more fully described in the accompanying Proxy
Statement to which your attention is invited.
Shareholders of record at the close of business on March 23, 1998 are
entitled to notice of and to vote at the meeting.
Provisions of the Bylaws of California Independent Bancorp govern
nominations for election of members of the Board of Directors as follows:
NOMINATIONS OF DIRECTORS. Nominations for election of members of the board
may be made by the board or by any holder 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 (other than for persons named in the notice
of the meeting called for the election of directors) shall be made in writing
and shall be delivered or mailed to the president of the corporation by the
later of: (i) the close of business twenty-one (21) days prior to any meeting of
shareholders called for the election of directors; or (ii) ten (10) days after
the date of mailing of notice of the meeting to shareholders. 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; (e) the number of shares of
capital stock of the corporation owned by the notifying shareholder; (f) the
number of shares of capital stock of any bank, bank holding company, savings and
loan association or other depository institution owned beneficially by the
nominee or by the notifying shareholder; and (g) whether the proposed nominee
has ever been convicted or pleaded nolo contendere to any criminal offense
involving dishonesty or breach of trust, filed a petition in bankruptcy or been
adjudged bankrupt. The notification shall be signed by the nominating
shareholder and by each nominee, and shall be accompanied by a written consent
to be named as a nominee for election as a director from each proposed nominee.
Nominations not made in accordance with these procedures shall be disregarded by
the chairperson of the meeting, and upon his or her instructions, the inspectors
of election shall disregard all votes cast for each such nominee. The foregoing
requirements do not
<PAGE>
apply to the nomination of a person to replace a proposed nominee who has become
unable to serve as a director between the last day for giving notice in
accordance with this paragraph and the date of election of directors if the
procedure called for in this paragraph was followed with respect to the
nomination of the proposed nominee.
All shareholders are cordially invited to attend the Meeting in person. To
insure your representation at the Meeting, you are requested to date, execute
and return the enclosed proxy card, without delay, in the enclosed postage-paid
envelope whether or not you plan to attend the Meeting. Any shareholder present
at the Meeting may vote personally on all matters brought before the meeting in
which event your proxy will not be used.
By Order of the Board of Directors,
/s/ ANNETTE DIER BERTOLINI
--------------------------------------
Annette Dier Bertolini, SECRETARY
April 3, 1998
Yuba City, California
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>
CALIFORNIA INDEPENDENT BANCORP
----------------
PROXY STATEMENT
---------------------
INFORMATION CONCERNING PROXY
The following information is furnished in connection with the solicitation
of the enclosed proxy by and on behalf of California Independent Bancorp (the
"Company"), the bank holding company for Feather River State Bank (the "Bank"),
for use at the Annual Meeting of Shareholders of the Company to be held at the
Bank, 777 Colusa Avenue, Yuba City, California on Wednesday, May 20, 1998 at
6:00 P.M., and at any adjournment or adjournments thereof (the "Meeting").
(References to the Company include the Bank.)
As many of our shareholders are unable to personally attend the Meeting, the
Company solicits proxies so that each shareholder is given an opportunity to
vote. Shares represented by duly executed proxies in the accompanying form
received by management prior to the Meeting will be voted at the Meeting. A
shareholder executing and delivering the enclosed proxy may revoke such proxy at
any time prior to exercise of the authority thereby given. A proxy may be
revoked (i) by written notice to Annette Dier Bertolini, Secretary of the
Company; (ii) by a subsequently dated proxy; or (iii) by attending the Meeting
and voting by ballot. If a shareholder specifies a choice with respect to any
matter to be acted upon by means of the ballot provided in the accompanying form
of proxy, the shares will be voted accordingly. If no specification is made, the
shares represented by this proxy will be voted in favor of election of the
nominees specified and in favor of the specified proposals. A shareholder who
attends the Meeting may vote by ballot at the Meeting, thereby canceling any
proxy the shareholder may previously have given.
The Proxy Committee is composed of three directors of the Company, David A.
Offutt, Louis F. Tarke and William H. Gilbert, who will vote all shares of
Common Stock represented by the proxies. However, the Proxy Committee cannot
vote the shares of a shareholder unless the shareholder signs and returns a
proxy. Proxy cards also confer upon the Proxy Committee discretionary authority
to vote the shares represented thereby on any matter that was not known at the
time this Proxy Statement was mailed which may properly be presented for action
at the Meeting and may include: approval of minutes of the prior annual meeting
which will not constitute ratification of the actions taken at such meeting;
action with respect to procedural matters pertaining to the conduct of the
Meeting; and election of any persons to any office for which a bona fide nominee
is named herein if such nominee is unable to serve or for good cause will not
serve.
The principal solicitation of proxies is being made by mail. However,
additional solicitations may be made by telephone, telegraph or personal visits
by directors, officers and employees of the Company or Bank. The Company may, at
its discretion, engage the services of a proxy solicitation firm to assist in
the solicitation of proxies. The total expense of this solicitation will be
borne by the Company and will include reimbursement paid to brokerage firms and
others for their expenses in forwarding soliciting material and such expenses as
may be paid to any proxy soliciting firm engaged by the Company. This Proxy
Statement and the accompanying form of proxy are being mailed to shareholders on
or about April 3, 1998.
The proxy card makes provisions to enable you to record your vote on each
matter. If you wish to withhold your vote for any one or more directors, circle
and draw a line through the name of each of the directors for whom you wish to
withhold your vote. You may withhold authority to vote for all of the directors
by placing an X in the box marked WITHHOLD AUTHORITY. You may vote FOR or
AGAINST
1
<PAGE>
each other item by placing an X in the box appropriately marked. Please note
that a vote to ABSTAIN may have the same effect as a vote AGAINST.
VOTING SECURITIES
OUTSTANDING VOTING SECURITIES AND RECORD DATE
The Company has only one class of voting securities outstanding, identified
as the Common Stock. Shareholders of record entitled to notice of and to vote at
the Meeting have been determined as of the close of business on March 23, 1998
(the "Record Date"), and as of such date 1,651,131 shares were outstanding, all
of which will be entitled to vote at the Meeting.
VOTING
Each shareholder of record is entitled to one vote for each share held on
all matters to come before the Meeting, including the election of directors.
Abstentions are treated as shares that are present and entitled to vote for
purposes of determining a quorum but as not voting for purposes of determining
the approval of any matter submitted to the shareholders for a vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company is of the opinion that there is no person who possesses directly
or indirectly the power to direct or cause to direct the management and policies
of the Company, nor is it aware of the existence of a group of persons formed
for such purpose, whether through the ownership of voting securities, by
contract, or otherwise.
The following sets forth information as of March 23, 1998, pertaining to
securities ownership by persons known to the Company to own 5% or more of any
class of the Company's voting securities. The information contained herein has
been obtained from the Company's records, and from information furnished
directly by the individual or entity to the Company.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
RELATIONSHIP OF BENEFICIAL PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) WITH COMPANY OWNERSHIP(1) CLASS
- ---------------------------------------------------------------- ------------ ------------------- -------------
<S> <C> <C> <C>
Harold M. Eastridge(2).......................................... Director 91,626(3) 5.48%
Michael C. Wheeler(2)........................................... Director 89,186(11) 5.35%
</TABLE>
- ------------------------
(1) Unless otherwise indicated, the beneficial owner of these securities has
sole voting and investment powers.
(2) The address for Messrs. Eastridge and Wheeler is c/o California Independent
Bancorp, 1227 Bridge Street, Suite C, Yuba City, California 95991.
(3) Includes an option for 22,063 shares which is exercisable within sixty days
of the Record Date.
PROPOSAL 1. ELECTION OF DIRECTORS
The Bylaws of the Company provide that the number of directors of the
Company may be no less than seven (7) and no more than thirteen (13) with the
exact number to be fixed from time to time by resolution of the Board of
Directors. The number of directors is presently fixed at nine (9). Such
directors, if elected, shall hold office for a term continuing until the next
Annual Meeting and until their successors are duly elected and qualified. Each
nominee is at present a member of the Board of Directors of the Company. If any
nominee should become unable or unwilling to serve as a director, the proxies
will be voted for such person as shall be designated by the Board of Directors
to replace the nominee. The Board presently has no knowledge that any of the
nominees will be unable or unwilling to serve. In the event that additional
persons are nominated for election as directors, the proxy holders intend to
vote all
2
<PAGE>
proxies received by them in such manner as will assure the election of as many
of the nominees listed below as possible.
The following information is supplied with respect to each person nominated
and recommended to be elected by the current Board of Directors of the Company,
and is based upon the records of the Company and information furnished to it by
the nominees.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
DIRECTOR SINCE BENEFICIAL PERCENTAGE OF
NAME OF NOMINEE AGE RELATIONSHIP WITH COMPANY (COMPANY/BANK) OWNERSHIP(1) CLASS
- ------------------------- --- -------------------------------- ----------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Harold M. Eastridge...... 54 Director 1995/1976 91,626(3) 5.48%
William H. Gilbert....... 58 Director 1995/1988 53,779(4) 3.22%
Lawrence G. Harris....... 71 Director 1995/1988 60,291(5) 3.64%
Robert J. Mulder......... 54 President, Chief Executive 1995/1992 46,520(6) 2.75%
Officer and Director
David A. Offutt.......... 58 Director 1995/1976 52,291(7) 3.13%
William K. Retzer........ 54 Director 1995/1979 31,658(8) 1.90%
Ross D. Scott............ 70 Director 1995/1976 29,757(9) 1.79%
Louis F. Tarke........... 70 Director 1995/1976 50,033(10) 3.01%
Michael C. Wheeler....... 48 Director 1995/1976 89,186(11) 5.35%
All Executive Officers
and Directors of the
Company as a Group (12
in number)............. 582,260(12) 31.22%
</TABLE>
- ------------------------
(4) Includes 937 shares in a trust pursuant to which Mr. Gilbert has sole
voting and disposition power; 28,419 shares in a trust pursuant to which Mr.
Gilbert has shared voting and disposition power; and an option for 19,081
shares which is exercisable within sixty days of the Record Date. Mr.
Gilbert disclaims beneficial ownership of 617 of these shares.
(5) Includes an option for 4,973 shares which is exercisable within sixty days
of the Record Date.
(6) Includes an option for 38,177 shares which is exercisable within sixty days
of the Record Date.
(7) Includes an option for 19,139 shares which is exercisable within sixty days
of Record Date.
(8) Includes an option for 16,431 shares which is exercisable within sixty days
of the Record Date.
(9) Includes an option for 9,524 shares which is exercisable within sixty days
of the Record Date.
(10) Includes 18,354 shares in a trust pursuant to which Mr. Tarke has shared
voting and disposition power and an option for 8,889 shares which is
exercisable within sixty days of the Record Date.
(11) Includes options for 14,563 shares which are exercisable within sixty days
of the Record Date and 14,185 shares over which Mr. Wheeler has shared
voting and disposition power. Mr. Wheeler disclaims beneficial ownership of
1,009 shares, and 8,700 shares owned by another person over which Mr.
Wheeler has voting power.
(12) Includes options for 214,027 shares which are exercisable within sixty days
of the Record Date.
3
<PAGE>
There are no family relationships between any two or more of the directors,
officers or persons nominated or chosen by the Board of Directors to become a
director or officer. No officer or director of the Company serves as a director
of any company required to report under the Securities Exchange Act of 1934 or
any investment company registered under the Investment Company Act of 1940.
Set forth below are brief summaries of the background and business
experience of all the directors and persons nominated to become a director of
the Company. Unless otherwise indicated, each person has been engaged in the
noted occupation with the same entity for more than 5 years.
HAROLD M. EASTRIDGE is President of the Trident Investment Corporation, a
company engaged in real estate development and is President of Feather River
Construction, Inc.
WILLIAM H. GILBERT is Vice President of Gilbert Orchards, Inc., walnut
growers.
LAWRENCE G. HARRIS is a walnut grower.
ROBERT J. MULDER has been President and Chief Executive Officer of the Bank
since 1992 and President and Chief Executive Officer of the Company since 1995.
Previously, Mr. Mulder was the Executive Vice President and Senior Loan
Administrator of the Bank.
DAVID A. OFFUTT is an attorney at law.
WILLIAM K. RETZER has been Chairman, President and Chief Executive Officer
of Examen, Inc. since 1992, a firm that performs audits of legal bills.
ROSS D. SCOTT is a physical therapist and the owner of Scott Center,
physical therapy.
LOUIS F. TARKE is a partner in Tarke Bros. and Anderson, a walnut and rice
farm.
MICHAEL C. WHEELER is General Manager and President of Wheeler
Oldsmobile-Cadillac, a car dealership.
RECOMMENDATION OF MANAGEMENT
THE BOARD OF DIRECTORS INTENDS TO VOTE ALL PROXIES HELD BY IT IN FAVOR OF
ELECTION OF EACH OF THE NOMINEES. YOU ARE URGED TO VOTE FOR PROPOSAL 1: TO ELECT
THE NINE (9) NOMINEES SET FORTH HEREIN TO SERVE UNTIL THE NEXT ANNUAL MEETING OF
SHAREHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS SHALL BE ELECTED AND
QUALIFIED.
4
<PAGE>
INFORMATION PERTAINING TO ELECTION OF DIRECTORS
COMMITTEES OF THE BOARD OF DIRECTORS; DIRECTOR ATTENDANCE
The Board of Directors maintains the following committees, which perform the
following functions and are comprised of the members listed below. The Company's
Audit Committee met five times in 1997 and the Bank's Audit Committee, composed
of the same persons, met twelve times. The Company does not have a Compensation
and Personnel Committee; however, such duties are fulfilled by the Bank's
Compensation and Personnel Committee. The information below relates to the
Company's Audit Committee and the Bank's Compensation and Personnel Committee.
<TABLE>
<CAPTION>
NAME FUNCTIONS; NUMBER OF MEETINGS IN 1997 MEMBERS
- --------------------------- ------------------------------------------------------ ---------------------------
<S> <C> <C>
Audit Committee Monitors significant accounting policies; approves Michael C. Wheeler,
services rendered by the auditors; reviews audit and Chairman;
management reports; makes recommendations regarding Harold M. Eastridge;
the appointment of independent auditors and the fees William H. Gilbert; and
payable for their services; met five times during David A. Offutt.
1997.
Compensation and Personnel Sets compensation and determines employee benefits for David A. Offutt, Chairman;
Committee all employees including executive officers; approves Harold M. Eastridge;
promotions to certain levels and recommends William K. Retzer;
promotions above such level to Board of Directors; Ross D. Scott; and
met five times during 1997. Michael C. Wheeler
</TABLE>
The Company does not have a nominating committee. The Board of Directors
performs the functions of this committee.
During 1997, the Bank's Board of Directors held twelve regular meetings and
two special meetings. Each director attended at least 75% of the aggregate of:
(1) the total number of meetings of the Board of Directors; and (2) the total
number of meetings of committees of the Board on which they served.
EXECUTIVE OFFICERS
Set forth below is certain information as of March 23, 1998, with respect to
each executive officer of the Company, not previously discussed.
<TABLE>
<CAPTION>
POSITIONS AND OFFICES
WITH THE COMPANY AND OFFICER SINCE
NAME AGE THE BANK (COMPANY/BANK)
- ---------------------------- --- ----------------------------------------------------------- -----------------
<S> <C> <C> <C>
Annette Dier Bertolini...... 52 Chief Financial Officer of the Company (1995-present); 1995/1980
Senior Vice President and Chief Financial Officer of the
Bank (1991-present)
Ronald W. Kelly............. 58 Executive Vice President and Loan Administrator of the Bank --/1986
(1991-present)
Blaine C. Lauhon............ 35 Senior Vice President and Senior Credit Officer of the Bank --/1990
(1996-present); Assistant Loan Administrator of the Bank
(1994-1996); Vice President and Loan Officer of the Bank
(1990-1994)
</TABLE>
5
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of the compensation paid (for
services rendered in all capacities) during the past three fiscal years to the
executive officers of the Bank whose annual compensation for 1997 exceeded
$100,000. All compensation is presently paid by the Bank.
<TABLE>
<CAPTION>
LONG-TERM
OTHER ANNUAL COMPENSATION
COMPEN- AWARDS
NAME POSITION YEAR SALARY BONUS(13) SATION(14) OPTIONS(15)
- ----------------------- ------------------------ ----- --------- ----------- ------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Mulder....... President and Chief 1997 $ 130,000 $ 15,647 $ 18,088 4,363
Executive Officer 1996 $ 123,643 $ 19,387 $ 12,668 5,049
1995 $ 108,812 $ 17,490 $ 5,328 4,458
Annette Dier Senior Vice President 1997 $ 83,500 $ 7,863 $ 21,600 3,000
Bertolini.............. and Chief Financial 1996 $ 81,070 $ 9.993 $ 12,712 3,540
Officer 1995 $ 76,977 $ 9,107 $ 13,645 3,850
Ronald W. Kelly........ Executive Vice President 1997 $ 95,439 $ 8,184 $ 18,232 2,901
and Loan Administrator 1996 $ 87,728 $ 10,284 $ 6,416 3,263
1995 $ 80,330 $ 9,213 $ 5,404 3,308
<CAPTION>
ALL OTHER
COMPEN-
NAME SATION
- ----------------------- -----------
<S> <C>
Robert J. Mulder....... $ 36,479(16)
$ 21,021(16)
$ 18,922(16)
Annette Dier $ 12,733(17)
Bertolini.............. $ 12,265(17)
$ 10,643(17)
Ronald W. Kelly........ $ 19,062(18)
$ 18,258(18)
$ 16,118(18)
</TABLE>
- ------------------------
(13) Annual bonuses are paid out over a three year period. The amount reported
in the Bonus column represents the part of the bonus earned and paid in the
year specified and the part of the bonuses deferred from prior years and
paid in the year specified.
(14) No perquisites are reported as Other Annual Compensation as they did not
exceed the lesser of $50,000 or 10% of the total of the annual salary and
bonus reported for the named executive officer. The amount reported
represents reimbursement for taxes in connection with the exercise of stock
options.
(15) Includes stock options granted during 1997 and stock options pursuant to a
reload feature whereby an optionee who utilizes a cashless exercise to
exercise his or her stock options is granted an option for an equal number
of shares.
(16) Includes $1,865, $1,490 and $1,184 allocated to Mr. Mulder's ESOP account
for 1995, 1996 and 1997; $1,435, $1,617 and $1,524 contributed to Mr.
Mulder's account in the Bank's 401(k) Plan for 1995, 1996 and 1997; $15,622,
$17,914 and $33,771 accrued under a Salary Continuation Agreement for 1995,
1996 and 1997.
(17) Includes $1,021, $1,353 and $1,184 allocated to Mrs. Bertolini's ESOP
account for 1995, 1996 and 1997; $1,228, $1,300 and $1,272 contributed to
Mrs. Bertolini's account in the Bank's 401(k) Plan for 1995, 1996 and 1997;
and $8,013, $9,612 and $10,277 accrued under a Salary Continuation Agreement
for 1995, 1996 and 1997.
(18) Includes $1,402, $1,207 and $1,062 allocated to Mr. Kelly's ESOP account
for 1995, 1996 and 1997; $823, $885 and $717 contributed to Mr. Kelly's
account in the Bank's 401(k) Plan for 1995, 1996 and 1997; and $13,893,
$16,166 and $17,283 accrued under a Salary Continuation Agreement for 1995,
1996 and 1997.
During 1997, non-employee directors of the Company received $200 for
attending Board meetings and $100 for the first hour and $50 for each additional
hour for attending committee meetings.
During 1997, non-employee directors of the Bank received $1,000 for
attending Board meetings, and $200 for the first hour and $50 for each
additional hour for attending committee meetings.
In addition, non-employee directors are granted stock options each year
based upon a formula that has allocated one-third of the options to be granted
each year to the non-employee directors of the
6
<PAGE>
Company. Options are then further allocated to individual directors based upon
the number of meetings attended of the Board of Directors and the committees on
which they served. In addition, they receive reimbursement for taxes incurred in
connection with the exercise of stock options.
CALIFORNIA INDEPENDENT BANCORP 1989 AMENDED AND RESTATED STOCK OPTION PLAN
On June 13, 1995, the Company adopted the California Independent Bancorp
1989 Amended and Restated Stock Option Plan ("1989 Plan") which was previously
the Feather River State Bank 1989 Stock Option Plan and which sets aside 448,989
shares of no par value Common Stock of the Company for which options may be
granted to key, full-time salaried employees and officers of the Company, as
well as non-employee directors of the Company.
The exercise price of all options to be granted under the 1989 Plan must be
at least 100% of the fair market value of the Company's Common Stock on the
granting date and be paid in full at the time the option is exercised in cash,
shares of the Company's Common Stock with a fair market value equal to the
purchase price or a combination thereof. Under the 1989 Plan, all options expire
no more than ten years after the date of grant.
In the case of termination of employment or status as a director, no
additional options become exercisable, and exercise rights cease after three (3)
months and one (1) day unless employment or status as a director is terminated
because of death or disability, in which case the option may be exercised for
not more than one year following termination. In case of termination of
employment for cause, or cessation of status as a director as a result of being
removed from office by a bank regulatory authority or by judicial process,
exercise rights cease immediately.
The following table shows information regarding stock options granted during
1997 to the executive officers of the Company.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
-------------------------------------------------------------- ANNUAL RATES OF
NUMBER OF STOCK PRICE
SECURITIES % OF TOTAL APPRECIATION FOR
UNDERLYING OPTIONS GRANTED OPTION TERM
OPTIONS GRANTED TO EMPLOYEES IN EXERCISE EXPIRATION --------------------
NAME (#) FISCAL YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
- -------------------------------- --------------- --------------- ------------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Mulder................ 3,949 15.75% $ 24.00 Jan. 14, 2007 $ 154,381 $ 245,821
414 $ 28.50 Aug. 21, 2007 $ 19,219 $ 30,603
Annette Dier Bertolini.......... 2,500 10.85% $ 24.00 Jan. 14, 2007 $ 97,734 $ 155,622
506 $ 28.50 May 15, 2007 $ 23,490 $ 37,404
Ronald W. Kelly................. 2,500 10.47% $ 24.00 Jan. 14, 2007 $ 97,734 $ 155,622
401 $ 28.50 Aug. 21, 2007 $ 18,616 $ 29,642
</TABLE>
7
<PAGE>
The following table shows information regarding stock options exercised
during 1997 by the executive officers of the Company and the value at December
31, 1997 of unexercised options held by such persons:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY
AT FISCAL YEAR-END OPTIONS AT
(#) FISCAL YEAR-END ($)
SHARES --------------------- -------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------- ------------- ------------ --------------------- -------------------
<S> <C> <C> <C> <C>
Robert J. Mulder........................ 2,000 $ 45,220 38,177/-0- $ 392,847/-0-
Annette Dier Bertolini.................. 2,400 $ 54,000 22,991/-0- $ 221,324/-0-
Ronald W. Kelly......................... 2,000 $ 45,580 23,809/-0- $ 238,129/-0-
</TABLE>
CALIFORNIA INDEPENDENT BANCORP 1996 STOCK OPTION PLAN
On April 9, 1996, the Company adopted the California Independent Bancorp
1996 Stock Option Plan ("1996 Plan") which sets aside 156,504 shares of no par
value Common Stock of the Company for which options may be granted to key,
full-time salaried employees and officers of the Company, as well as
non-employee directors of the Company.
The exercise price of all options to be granted under the 1996 Plan must be
at least 100% of the fair market value of the Company's Common Stock on the
granting date and be paid in full at the time the option is exercised in cash,
shares of the Company's Common Stock with a fair market value equal to the
purchase price or a combination thereof. Under the 1996 Plan, all options expire
no more than ten years after the date of grant.
In the case of termination of employment or status as a director, no
additional options become exercisable, and exercise rights cease after three (3)
months and one (1) day unless employment or status as a director is terminated
because of death or disability, in which case the option may be exercised for
not more than one year following termination. In case of termination of
employment for cause, or cessation of status as a director as a result of being
removed from office by a bank regulatory authority or by judicial process,
exercise rights cease immediately.
EXECUTIVE SALARY CONTINUATION AGREEMENTS
On April 28, 1993, Messrs. Mulder and Kelly and Mrs. Bertolini (singularly
the "Executive") each entered into an Executive Salary Continuation Agreement
("Agreements") with the Bank. The Agreements provide that if the Executive
continues to be employed by the Bank at least until he or she reaches age 65,
upon retirement the Executive will receive an annual retirement benefit. Upon
the Executive's retirement, the Bank will pay an annual amount of $63,000,
$33,000 and $42,000 to Messrs. Mulder and Kelly and Mrs. Bertolini,
respectively, payable monthly for a period of 180 months following such
retirement, subject to certain conditions set forth in the Agreements.
If the Executive has been employed by the Bank for a period of at least 4
continuous years, and the Executive's employment is terminated by the Bank
without cause, the Executive will be considered to be vested in 30% of the total
amount he or she would otherwise receive and will become vested in an additional
10% for each succeeding year until he or she becomes 100% vested. In the event
of a change in control of the Bank, the Executive will become fully vested and,
if his or her employment is terminated as a result of said change in control,
will be entitled to the full amount as a severance payment.
8
<PAGE>
On February 4, 1997, the Bank entered into an additional Executive Salary
Continuation Agreement ("Additional Agreement") with Mr. Mulder. The terms of
the Additional Agreement for Mr. Mulder provide for a benefit of $40,100
annually if Mr. Mulder continues to be employed by the Bank at least until he
reaches age 65. The terms of the Additional Agreement are the same as Mr.
Mulder's original Executive Salary Continuation Agreement described above.
The Bank purchased single premium life insurance policies on Messrs. Mulder
and Kelly and Mrs. Bertolini in order to assist in meeting its obligations under
the Agreements and to indemnify the Bank against loss. The Bank is named as
owner and beneficiary under each of the insurance policies.
FEATHER RIVER STATE BANK EMPLOYEE STOCK OWNERSHIP PLAN
The Board of Directors of the Bank adopted the Feather River State Bank
Employee Stock Ownership Plan ("ESOP"), effective as of January 1, 1989, to be
funded by annual contributions by the Bank, to be invested primarily in the
Company's Common Stock. The purpose of the ESOP is to reward employees for long
and loyal service by providing them with retirement benefits. During 1995, the
Bank amended the ESOP to add 401(k) provisions. Under the ESOP, there is both a
purchase of the Company's Common Stock for the account of employees as part of
the employee stock ownership provision and a contribution by the Bank, and an
opportunity for employee contributions and matching under the 401(k) provisions.
During 1997, the Bank made a matching contribution of $35,000 under the 401(k)
provisions.
The ESOP's Trustees are three officers of the Bank. During 1995, the Bank
borrowed $200,000 from United ComServe, a non-profit corporation and has agreed
to make an annual contribution sufficient in amount to make five annual
principal payments of $40,000 plus quarterly interest payments based upon an
interest rate of prime minus 1/2%.
All employees who have completed six months of service with the Bank and are
at least 21 years of age are eligible to participate in the ESOP. An employee or
his or her beneficiary is entitled to the full amount of the employee's account
balance in the event of the employee's normal retirement at age 65; early
retirement at age 55 and having completed 7 years of service; or his or her
death. In the event of an employee's termination of employment for any reason
other than retirement or death, the employee shall only be entitled to the
vested percentage of the employee's account balance.
DIRECTOR'S DEFERRED COMPENSATION
On July 19, 1994, the Bank entered into a Deferred Compensation Agreement
with William H. Gilbert, a director of the Company. Under the Deferred
Compensation Agreement, Mr. Gilbert has elected to defer $1,000 per month of the
director's fees to which he is entitled. He may change this election prior to
January 1 of any year for the upcoming year. Interest on the amount deferred is
credited at a rate equal to the prime rate as published in The Wall Street
Journal on the last day of the preceding year.
Upon attainment of age 66 and twelve years of service as a director of the
Bank from the date of the Deferred Compensation Agreement, Mr. Gilbert will be
entitled to payments of $29,416 per year for 15 years in lieu of the amount that
he has deferred plus the interest accrued thereon ("Deferral Account Balance").
In the event that Mr. Gilbert no longer serves as a director of the Bank prior
to attaining age 66, is disabled or there is a change of control of the Bank, he
will be entitled to the Deferral Account Balance in lieu of any other benefit.
In the event of Mr. Gilbert's death, his beneficiary will be entitled to
payments of $29,416 per year for 15 years.
Under the Deferred Compensation Agreement, Mr. Gilbert is a general
unsecured creditor of the Bank. The Bank has purchased an insurance policy on
the life of Mr. Gilbert to enable the Bank to make payments as required by the
Deferred Compensation Agreement.
9
<PAGE>
INDEBTEDNESS OF MANAGEMENT AND OTHER TRANSACTIONS
The Company has had and expects to have in the future, banking transactions
in the ordinary course of its business with its directors, executive officers,
principal shareholders, and their associates, on substantially the same terms,
including interest rates and collateral on loans comparable to transactions with
others, and such transactions did not involve more than the normal risks of
collectibility or present other unfavorable features.
In 1997, the Company paid a total of $37,364 to Trident Property Management
for its services for property management, maintenance and repairs to the
Company's properties and also for maintenance and repairs to other real estate
owned (OREO) properties owned by the Company. Harold M. Eastridge, a director of
the Company, is President of Trident Property Management.
In 1997, the Company paid a total of $14,495 to Feather River Construction,
Inc., to remodel a portion of the Bank's Administrative offices. Harold M.
Eastridge, a director of the Company, is President of Feather River
Construction, Inc.
In 1997, Dale L. Green, Inc., general contractors was paid $427,623 to
remodel the Company's Real Estate office, Administrative offices and Note
Department. Dale L. Green is Chief Financial Officer of Dale L. Green, Inc. Mr.
Green retired as a director of the Company effective June 30, 1997. He served as
a Director Emeritus of the Bank until December 31, 1997.
In 1997, the Bank purchased two vehicles from Wheeler Oldsmobile-Cadillac
for a total of $69,803. In addition, the Bank paid the automobile dealership
$1,513 for maintenance on the two vehicles. Michael C. Wheeler, a director of
the Company, is General Manager and President of Wheeler Oldsmobile-Cadillac.
In February 1998, the Bank entered into an agreement with Examen, Inc. to
perform services relating to legal cost management, audit and other matters
concerning legal services provided by outside law firms to the Company. The
services under such agreement will be rendered on an hourly basis if and as
requested by the Company. To date, no such services have been requested or
provided pursuant to such agreement. William K. Retzer a director of the
Company, is Chairman, President and Chief Executive Officer of Examen, Inc.
10
<PAGE>
PERFORMANCE GRAPH
As part of the proxy statement disclosure requirements mandated by the
Securities and Exchange Commission, the Company is required to provide a
five-year comparison of the cumulative total stockholder return on its Common
Stock with that of a broad equity market index and either a published industry
index or a Company-constructed peer group index.
The following chart compares the yearly percentage change in the cumulative
total stockholder return on the Company's Common Stock during the five years
ended December 31, 1997 with the cumulative total return on the NASDAQ Total
Return Index and the SNL Securities, Inc. Bank Index for banks with between $250
million to $500 million in asset size. The comparison assumes $100 was invested
on December 31, 1992 in the Company's Common Stock and in each of the foregoing
indices and the reinvestment of dividends.
There can be no assurance as to future trends in the cumulative total return
of the Company's Common stock or of the following indices. The Company does not
make or endorse any predictions as to future stock performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CALIFORNIA INDEPENDENT BANCORP
<S> <C> <C> <C>
Total Return Performance
Index Value
California Independent Bancorp NASDAQ-Total US SNL $250M-$500M Bank Index
12/31/92 100.00 100.00 100.00
12/31/93 115.69 114.80 131.14
12/31/94 165.01 112.21 141.49
12/31/95 164.26 158.70 190.95
12/31/96 223.57 195.19 247.94
12/31/97 237.59 239.53 428.83
</TABLE>
<TABLE>
<CAPTION>
PERIOD ENDING
----------------------------------------------------------------------------
INDEX 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
- ------------------------------------------------ ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
California Independent Bancorp.................. 100.00 115.69 165.01 164.26 223.57 237.59
NASDAQ--Total US................................ 100.00 114.80 112.21 158.70 195.19 239.53
SNL $250M TO $500M Bank Index................... 100.00 131.14 141.49 190.95 247.94 428.83
</TABLE>
11
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and any person who owns more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and greater than ten-percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. To the best knowledge of the Company, no person owns ten
percent or more of the Company's Common Stock.
Based solely on its review of the copies of such forms received by it, or
written representations from certain persons that no Form 5 was required to be
filed, the Company believes that for the period from January 1, 1997 through
December 31, 1997, its officers and directors complied with all applicable
filing requirements.
REPORT ON EXECUTIVE COMPENSATION
THE COMPENSATION AND PERSONNEL COMMITTEE
The following report is made by the Compensation and Personnel Committee of
the Board of Directors of the Bank (the "Committee") since executive officer
compensation is paid primarily by the Bank.
The Committee makes recommendations on executive compensation annually to
the Board of Directors of the Bank. Among other responsibilities, the function
of the Committee is to analyze, review and recommend to the Board annually, an
executive compensation program that covers the executive officers of the Company
named in the Summary Compensation Table.
The Committee has also considered the tax law limitation of deductibility of
executive compensation of $1,000,000 per executive for publicly held
corporations. The Committee does not believe that this limitation will affect
the Company as it does not anticipate that its executives' compensation will
approach this limit.
COMPENSATION PHILOSOPHY
The Company's compensation philosophy is to provide executive officers with
compensation that is competitive with that paid by industry peers consisting of
banks located in Northern California of similar asset size, financial
performance and marketing strategy.
CORPORATE PERFORMANCE FACTORS
It is the policy of the Committee to determine the components of executive
compensation principally upon the basis of corporate performance. Among the
performance factors considered by the Committee are profitability, capital
levels and asset quality (non-performing assets, loan delinquencies and loan
charge-offs), net interest margin, Return on Average Assets and Return on
Average Equity. In considering these factors, the Committee does not assign any
quantitative weight to the factors considered but considers all the factors
taken together.
INDIVIDUAL PERFORMANCE FACTORS
Annual increases to an executive officer's base salary are determined, in
part, based on the officer's responsibilities.
COMPENSATION--SALARIES AND BONUS AWARDS
The Committee decides upon the salary for each executive officer, based on
its review of industry peer group data for both corporate performance and
compensation, and evaluations of the performance
12
<PAGE>
of each executive officer. Industry peer group data for compensation is obtained
from regulatory agencies and industry trade groups.
Incentive compensation is determined pursuant to a formula that is
established before the fiscal year begins and is based upon the Company's budget
forecast for the fiscal year and the achievement of earnings of at least 95% of
budget and up to 120% of the budgeted amount for the year for net income.
CHIEF EXECUTIVE OFFICER COMPENSATION
Robert J. Mulder serves as the President and Chief Executive Officer of the
Company and the Bank.
Mr. Mulder's salary is based upon his performance and a review of industry
peer group data. See "Compensation--Salaries and Bonus Awards."
Mr. Mulder's incentive compensation is based upon the achievement of
profitability as measured by the Company's budget forecast for the fiscal year.
See "Compensation--Salaries and Bonus Awards."
Feather River State Bank
Compensation and Personnel Committee:
David A. Offutt, Chairman
Harold M. Eastridge
William K. Retzer
Ross D. Scott
Michael C. Wheeler
THE COMPENSATION AND PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Committee is comprised of five outside Directors. None of these
individuals is or has been employed as an officer or employee of the Company or
the Bank or any of its subsidiaries.
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected and appointed Arthur Andersen LLP,
independent public accountants, to examine the financial statements of the
Company for the year ending December 31, 1998. In recognition of the important
role of the independent public accountants, the Board of Directors has
determined that its selection of the independent public accountants should be
submitted to the shareholders for review and ratification on an annual basis.
Arthur Andersen LLP has served as the Company's independent public accountants
since 1986. If ratified, Arthur Andersen LLP will serve as the independent
certified public accountant for the Company and the Bank.
In the event the appointment is not ratified through the affirmative vote of
a majority of the outstanding shares, the adverse vote will be deemed to be an
indication to the Board of Directors that it should consider selecting other
independent certified public accountants for 1999. Because of the difficulty and
expense of making any substitution of auditors after the beginning of the
current year, it is the intention of the Board of Directors that the appointment
of Arthur Andersen LLP for the year 1998 will stand unless for other reasons the
Board of Directors deems it necessary or appropriate to make a change. The Board
of Directors also retains the power to appoint another independent public
accountant to replace an independent public accountant ratified by the
shareholders in the event the Board of Directors determines that the interests
of the Company require such a change.
A representative of Arthur Andersen LLP is expected to be present at the
Meeting, will be provided the opportunity to make a statement if he or she so
desires, and will be available to respond to appropriate questions of
shareholders.
13
<PAGE>
RECOMMENDATION
THE BOARD OF DIRECTORS INTENDS TO VOTE ALL PROXIES HELD BY IT IN FAVOR OF
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP TO AUDIT THE FINANCIAL
STATEMENTS OF THE COMPANY AND THE BANK AND URGES YOU TO VOTE FOR PROPOSAL 2.
PROPOSAL 3. OTHER MATTERS
Management is not aware of any other matters to come before the Meeting. If
any other matter not mentioned in this Proxy Statement is brought before the
Meeting, the persons named in the enclosed form of proxy will have discretionary
authority to vote all proxies with respect thereto in accordance with their
judgment.
SHAREHOLDER PROPOSALS
Any shareholder desiring to submit a proposal for action at the 1999 Annual
Meeting of Shareholders which is desired to be presented in the Company's Proxy
Statement with respect to such meeting, should submit such proposal to the
Company at its principal place of business no later than January 20, 1999.
Matters pertaining to such proposals, including the number and length thereof,
eligibility of persons entitled to have such proposals included and other
aspects are regulated by the Securities Exchange Act of 1934, and other laws and
regulations to which interested parties should refer.
By Order of the Board of Directors,
/s/ ANNETTE DIER BERTOLINI
--------------------------------------
Annette Dier Bertolini, SECRETARY
April 3, 1998
Yuba City, California
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<PAGE>
PROXY
CALIFORNIA INDEPENDENT BANCORP
SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 1998
The undersigned holder of Common Stock acknowledges receipt of a copy of the
Notice of Annual Meeting of Shareholders of California Independent Bancorp and
the accompanying Proxy Statement dated April 3, 1998, and, revoking any Proxy
heretofore given, hereby constitutes and appoints David A. Offutt, Louis F.
Tarke and William H. Gilbert, 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
California Independent 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 California Independent Bancorp,
to be held at Feather River State Bank, 777 Colusa Avenue, Yuba City,
California, on Wednesday, May 20, 1998 at 6:00 P.M. or at any adjournment
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 matters which
may be properly presented for action at the meeting or any adjournments thereof.
All properly executed proxies will be voted as indicated.
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 (except as marked to the contrary
below).
/ / WITHHOLD AUTHORITY to vote for all nominees listed below.
INSTRUCTION:
To withhold authority to vote for any individual nominee, circle and initial the
nominee's name in the list below:
H. Eastridge, W. Gilbert, L. Harris, R. Mulder, D. Offutt, W. Retzer, R. Scott,
L. Tarke and M. Wheeler.
(CONTINUED ON THE REVERSE SIDE)
<PAGE>
2. To approve the proposal to ratify the appointment of Arthur Andersen LLP
as independent public accountants for the Company's 1998 fiscal year.
/ / FOR / / AGAINST / / ABSTAIN
3. To transact such other business as may properly come before the meeting.
/ / FOR / / AGAINST / / ABSTAIN
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THIS
PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.
THIS PROXY IS SOLICITED BY AND ON THE BEHALF OF THE BOARD OF DIRECTORS AND
MAY BE REVOKED PRIOR TO ITS EXERCISE. THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND DISCRETIONARY AUTHORITY WILL
BE GRANTED AS TO PROPOSAL 3.
_______________________________
Signature
_______________________________
Signature
Date __________________________
I/WE do / / or; I/WE do not / /
expect to attend this meeting.
PLEASE DATE AND SIGN EXACTLY AS YOUR NAME(S) APPEAR ABOVE. 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.
