-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LJtp0Yq6FyzbseICapkzEe285ooIeaE+E5trQoSDEnsz4JJaqOkebs1vVrRg/NDo qGGyNnYM0QrInn9Ai7XTMA== 0000912057-96-006449.txt : 19960416 0000912057-96-006449.hdr.sgml : 19960416 ACCESSION NUMBER: 0000912057-96-006449 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960523 FILED AS OF DATE: 19960415 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: SC BANCORP CENTRAL INDEX KEY: 0000351617 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953585586 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10699 FILM NUMBER: 96547147 BUSINESS ADDRESS: STREET 1: 3800 EAST LAPALMA AVENUE CITY: ANAHEIM STATE: CA ZIP: 92807 BUSINESS PHONE: 7142288200 MAIL ADDRESS: STREET 1: 3800 EAST LAPALM AVENUE CITY: ANAHEIM STATE: CA ZIP: 92807 DEF 14A 1 DEF 14A [SC BANCORP LOGO] April 12, 1996 Dear Fellow Shareholder: Our officers and directors join me in inviting you to attend the 1996 Annual Meeting of Shareholders of SC Bancorp. The formal notice of this meeting and the proxy statement accompanying this letter. By attending the meeting, you will have an opportunity to hear the plans for our company's future, to meet your officers and directors, and to participate in the business of the meeting. If it is not possible for you to attend, please return the enclosed blue proxy card immediately to ensure your share will be voted. Since mail delays occur frequently, it is important the proxy be returned well in advance of the meeting. We look forward to seeing you on May 23, 1996, at 1:30 p.m. in the Laguna Newport Room of the Doubletree Hotel, 100 The City Drive, Orange, California (714 634-4500). A map is attached for your convenience. Very truly yours, /s/ LARRY D. HARTWIG ------------------------------- Larry D. Hartwig PRESIDENT AND CHIEF EXECUTIVE OFFICER LDH:hs Enclosures 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: / / 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 SC 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / 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 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: ------------------------------------------------------------------------ SC BANCORP 3800 EAST LAPALMA AVENUE ANAHEIM, CALIFORNIA 92807 _________________ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 23, 1996 _________________ TO THE SHAREHOLDERS OF SC BANCORP: You are cordially invited to attend the Annual Meeting of Shareholders (the "Annual Meeting") of SC Bancorp (the "Company") to be held on May 23, 1996, at 1:30 p.m., at the Doubletree Hotel, 100 The City Drive, Orange, California 92668, for the following purposes: 1. To elect the following three directors of the Company to hold office until the 1999 annual meeting of shareholders: N. Keith Abbott Robert C. Ball William C. Greenbeck 2. To consider and act upon a proposal to ratify the appointment of Deloitte & Touche LLP as the Company's Independent Public Accountants for 1996. 3. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. Only shareholders of record at the close of business on April 1, 1996 will be entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. By Order of the Board of Directors /s/ WILLIAM C. GREENBECK ------------------------------ William C. Greenbeck SECRETARY April 12, 1996 IMPORTANT: PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED BLUE PROXY CARD IN THE POST-PAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN THOUGH YOU HAVE SENT IN YOUR PROXY. SC BANCORP 3800 EAST LAPALMA AVENUE ANAHEIM, CALIFORNIA 92807 ANNUAL MEETING OF SHAREHOLDERS MAY 23, 1996 PROXY STATEMENT INTRODUCTION This Proxy Statement is being furnished by SC Bancorp (the "Company") in connection with the solicitation of proxies by the Board of Directors of the Company for use at the 1996 Annual Meeting of Shareholders currently scheduled to be held at the Doubletree Hotel, 100 The City Drive, Orange, California 92668, on May 23, 1996 at 1:30 p.m. or at any adjournments or postponement thereof (the "Annual Meeting"), for the purposes set forth herein and in the foregoing Notice. This Proxy Statement and the accompanying Proxy are first being mailed to the Company's shareholders on approximately April 15, 1996. The Annual Report to Shareholders for the fiscal year ended December 31, 1995 is being mailed to shareholders prior to or contemporaneously with this Proxy Statement. VOTING There were 7,472,805 shares of the Company's common stock (the "Common Stock") issued and outstanding on April 1, 1996, which has been fixed as the record date for the purpose of determining shareholders entitled to notice of and to vote at the Annual Meeting (the "Record Date"). For each matter submitted to the vote of the shareholders, each holder of Common Stock will be entitled to one vote, in person or by proxy, for each share of Common Stock he or she held of record on the books of the Company as of the Record Date. The presence, in person or by proxy, of a majority of the shares entitled to vote will constitute a quorum for the Annual Meeting. Votes cast by proxy or in person at the Annual Meeting will be counted by an appointed inspector of election. The inspector of election will treat shares represented by proxies that reflect abstentions as shares that are present and entitled to vote, for purposes of determining the presence of a quorum and for purposes of determining the outcome of any matter submitted to the shareholders for a vote. Abstentions, however, do not constitute a vote "for" or "against" any matter and thus will be disregarded in the calculation of a plurality or of "votes cast." The inspector of election will treat shares referred to as "broker non-votes" (i.e., shares held by brokers or nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote or that the broker or nominee does not have discretionary power to vote on a particular matter) as shares that are present and entitled to vote for purposes of determining the presence of a quorum. However, for purposes of determining the outcome of any matter as to which the broker has physically indicated on the proxy that it does not have discretionary authority to vote, those shares will be treated as not present -1- and not entitled to vote with respect to that matter even though those shares are considered entitled to vote for quorum purposes and may be entitled to vote on other matters. REVOCABILITY OF PROXIES Any person giving a proxy in the form accompanying this Proxy Statement has the power to revoke it at any time before its exercise. Such revocation may be effected by a writing delivered to the Company stating that the proxy is revoked or by executing a subsequent proxy and presenting it at the meeting, or by attendance at the meeting and voting in person. INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD BOARD MEETINGS AND DIRECTOR COMPENSATION During 1995, there were twelve meetings of the Board of Directors of the Company and twelve meetings of the Board of Directors of Southern California Bank (the "Bank"). Directors of the Company receive $200 for each Board meeting attended, are fully compensated for the first excused absence and partially compensated for the second and third excused absences. Directors of the Bank receive $800 for each Board meeting attended, except for the Chairman of the Board, Mr. H.A. Beisswenger, who receives $1300 for each Board meeting attended, are fully compensated for the first excused absence and are partially compensated for the second and third excused absences. Directors also receive $100 and $400 for attendance at any special Board meeting of the Company or the Bank, respectively. Directors attending standing committees of the Company or the Bank receive $250 per meeting, except as noted below. Pursuant to the terms of his employment agreement, Mr. Hartwig, President and Chief Executive Officer of the Company and the Bank, did not receive fees for services as a Director in 1995 and will not receive fees for services as a Director in 1996. None of the incumbent Directors attended less than seventy-five percent (75%) of all Board and committee meetings held during the period for which he has been a Director. All Directors are eligible to participate in the Company's stock option plan. BOARD COMMITTEES Set forth below is information concerning certain standing committees of the Boards of Directors of the Company and the Bank. NOMINATING COMMITTEE. The Company's Nominating Committee currently consists of five Directors: H.A. Beisswenger, James E. Cunningham, Larry D. Hartwig, Irving J. Pinsky and Donald E. Wood. Mr. Wood is chairman of the committee. The committee met once in 1995. In addition, the By-laws of the Company set forth certain procedures for nominations to the Board of Directors made by persons other than the Board of Directors, which require written notice (including certain specified information concerning the nominee and the shareholder making the nomination) to the Company on or before the later of the close of business 21 days prior to any meeting of the shareholders called for the election of Directors and ten days after the date of mailing of notice of the meeting to shareholders. The notification must be accompanied by a written consent to be named as a nominee for election as a Director from each proposed nominee. AUDIT & COMPLIANCE COMMITTEE. The Company's Audit & Compliance Committee currently consists of four non-employee Directors: Robert C. Ball, James E. Cunningham, Irving J. Pinsky and Peer A. Swan. Mr. Swan is chairman of the committee. The Company Audit & Compliance Committee met five times in 1995. The Audit & Compliance Committee of the Company reviews audits and -2- considers the adequacy of auditing procedures for the Company. Members of the Company's Audit & Compliance Committee who are also members of the Bank's Audit & Compliance Committee are not separately compensated for meetings of the Company's Audit & Compliance Committee. The Company does not maintain a standing compensation committee. The Bank, however, has a standing Compensation & Benefits Committee, as described below. COMPENSATION & BENEFITS COMMITTEE. The Bank's Compensation & Benefits Committee currently consists of five non-employee Directors: N. Keith Abbott, Robert C. Ball, H.A. Beisswenger, William C. Greenbeck and Irving J. Pinsky. Mr. Greenbeck is chairman of the committee. The committee met eight times in 1995. The Compensation & Benefits Committee is responsible for reviewing and approving, within their authority, compensation, benefits, training and other human resource policies and making recommendations concerning such matters to the Board of Directors. NOMINEES FOR ELECTION AS DIRECTORS The Company's By-laws currently provide that the Board of Directors will consist of nine Directors divided into three classes, Class I, Class II and Class III, each having three Directors. Class I Directors currently hold office until the 1997 annual meeting of shareholders, Class II Directors currently hold office until the 1998 annual meeting of shareholders and Class III Directors currently hold office until the 1996 annual meeting of shareholders. Messrs. Abbott, Ball and Greenbeck have been nominated to be elected as Class III Directors at the Annual Meeting to hold office until the 1999 annual meeting. Certain information regarding the Company's nominees for election as Directors and all other Directors, including their respective business addresses, ages, principal occupations (including terms as Director of the Company and the Bank) and information regarding the aggregate number of shares of Common Stock beneficially owned by each of them as of April 1, 1996, is set forth in the tables below. Beneficial ownership is determined under the rules of the Securities and Exchange Commission (the "Commission") and may not necessarily indicate ownership for any other purpose. Unless otherwise stated, each Director, including nominees, has sole voting power and sole investment power with respect to the shares of Common Stock beneficially owned by such Director and each Director is the beneficial owner of all shares owned of record by such Director. -3- BIOGRAPHICAL INFORMATION
Terms As Director Of The Company Principal Occupations Name, Address and Class Age And The Bank During Past Five Years - ------------------------------ --- --------------- ---------------------- N. Keith Abbott 72 1992-Present(1) Currently retired; Commissioner, SC Bancorp Los Angeles County Civil Service 3800 East La Palma Avenue Commission, November 1980 to Anaheim, CA 92807 July 1991. Class I Robert C. Ball 46 1995(2) General Production Manager, Adohr Farms Adohr Farms since August 1992; 4002 West Westminster Assistant General Production Santa Ana, CA 92702 Manager, Adohr Farms, May 1991 Class III to August 1992; General Production Manager, Main Street Dairy, August 1988 to May 1991; Partner, Woodruff Properties since 1986 (property management and investment). H.A. Beisswenger 70 1984-1990, Chairman of the Board of the SC Bancorp 1992-Present Company and the Bank since June 3800 East LaPalma Avenue 1992; Currently retired; Anaheim, CA 92807 Consultant to the Company and Class I the Bank, June 1990 to June 1992. James E. Cunningham 54 1992-Present(3) Chairman and President, Security Security Express, Inc. Express, Inc. since 1975 7100 Honold Avenue (domestic air freight forwarding). Garden Grove, CA 92641 Class II William C. Greenbeck 48 1981-Present(4) Secretary of the Company since Downey Land Limited 1981; Secretary of the Bank 9530 East Imperial Highway since 1984; Managing General Suite S Partner, Downey Land Limited Downey, CA 90242 since 1975 (developer and Class III manager of industrial and commercial real property). Larry D. Hartwig 55 1990-Present President and Chief Executive SC Bancorp Officer of the Company and the 3800 East LaPalma Avenue Bank since May 1990; Executive Anaheim, CA 92807 Vice President of the Company Class I and the Bank, January 1990 to May 1990. Irving J. Pinsky 74 1981-Present(4) President, Marsuda Rodgers Marsuda Rodgers International International since 1977 5610 Union Pacific Avenue (importing company); General Los Angeles, CA 90022 Partner, Pentagon Investment Class II since 1951 (family investment partnership); President, Pentagon Leasing since 1975 (equipment leasing); President, Hessmer Corp. since 1988 (incorporated property holdings).
-4-
Terms As Director Of The Company Principal Occupations Name, Address and Class Age And The Bank During Past Five Years - ------------------------------ --- --------------- ---------------------- Peer A. Swan 51 1992-Present(5) Treasurer, Pacific Scientific Pacific Scientific Company Company since 1982 (design, 620 Newport Center Drive manufacture and marketing of Suite 700 technology-based proprietary Newport Beach, CA 92660 products); Director, Irvine Class III Ranch Water District since 1979; Director, National Water Research Institute since 1991; Director and Vice Chairman, County Sanitation Districts of Orange County since 1986. Donald E. Wood 72 1981-1991,(4) President, Community Pontiac and Community Pontiac and Honda 1992-Present Honda since 1946 (automobile 13839 East Whittier Boulevard dealership). Whittier, CA 90605 Class II
- ----------------------- (1) Mr. Abbott was appointed in February, 1996, to fill the vacancy as a Class I Director created by the resignation of Mr. LeGrande Coates, Jr. Mr. Abbott is being nominated to serve as a Class III Director. It is anticipated that Mr. Abbott will resign as a Class I Director immediately prior to the Annual Meeting. (2) Mr. Robert C. Ball was appointed in March 1995 to fill the vacancy as a Class III Director created by the death of Mr. John L. Ball. (3) Became a Director of the Company in 1993. (4) Became a Director of the Bank in 1982. (5) It is anticipated that Mr. Swan will be appointed to fill the vacancy as a Class I Director upon the resignation of Mr. Abbott. -5- OTHER EXECUTIVE OFFICERS OF THE COMPANY The following table gives certain information as of April 1, 1996 as to each executive officer who is not also a Director of the Company.
Name Age Position ---- --- -------- Michael V. Cummings. . . . . 54 Executive Vice President, Assistant Secretary of the Company; Chief Credit Officer and Chief Administrative Officer of the Bank David A. McCoy . . . . . . . 54 Executive Vice President, Assistant Secretary of the Company; Executive Vice President / Chief Operating Officer of the Bank Ann E. McPartlin . . . . . . 45 Executive Vice President / Director of Human Resources of the Bank Mark B. Metzinger. . . . . . 54 Executive Vice President / Corporate Banking of the Bank Bruce W. Roat. . . . . . . . 40 Executive Vice President and Chief Financial Officer of both the Company and the Bank; Assistant Secretary of the Company
MICHAEL V. CUMMINGS has served as the Bank's Executive Vice President since October 1992 and as the Bank's Chief Administrative Officer since June 1995. Mr. Cummings has served as Chief Credit Officer of the Bank since March 1992 and as Assistant Secretary of the Company since December 1994. Mr. Cummings previously served as Senior Vice President of the Bank from March 1992 until October 1992 and as Vice President and Senior Credit Administrator from December 1991 to March 1992. Mr Cummings served as Senior Vice President and Group Credit Officer of the Bank of California from July 1987 to June 1991. DAVID A. MCCOY has served as the Company's Executive Vice President since March 1992 and as Assistant Secretary since April 1993. Mr. McCoy has served as Executive Vice President and Chief Operating Officer of the Bank since March, 1992. From November 1989 to March 1992, Mr McCoy was President of AJ Acceptance Corporation, a privately held automobile finance company. ANN E. MCPARTLIN has served as the Bank's Executive Vice President / Director of Human Resources since April 1994. Ms. McPartlin served as Senior Vice President - Human Resources for the Bank from September 1992 to April 1994. From February 1986 until August 1992, Ms. McPartlin served as Vice President of First Interstate Bank of California. MARK B. METZINGER has served as the Bank's Executive Vice President / Corporate Banking since May 1995. Mr. Metzinger served as Executive Vice President - Corporate Banking Division of Independence One Bank from January 1991 until April 1995. BRUCE W. ROAT has served as the Company's and the Bank's Executive Vice President/Chief Financial Officer since March 1995 and as Assistant Secretary of the Company since April 1995. Mr. Roat served as Executive Vice President and Director of Finance for First Los Angeles Bank (San Paolo Banking Group) from April 1994 until February 1995. From December 1991 to March 1994, Mr. Roat was Executive Vice President and Chief Financial Officer of California Republic Bank and Cal Rep Bancorp, Inc. Mr. Roat served as Vice President: Manager, Acquisition Planning and Analysis for First Interstate Bank of California from September 1990 to December 1991. -6- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of April 1, 1996, the beneficial owners of more than 5% of the outstanding Common Stock, as known to the Company. In addition, the table sets forth information concerning beneficial ownership of the Company's Common Stock by all Directors and nominees of the Company and the Bank, by each of the Executive Officers named in the Summary Compensation Table on page 9 and by all Directors and executive officers of the Company and the Bank as a group. The number of shares beneficially owned by each Director or executive officer is determined under rules of the Commission, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of April 1, 1996 through the exercise of any stock option or other right. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table:
Amount and Nature Beneficial Owner of Beneficial Ownership Percent of Class** ---------------- ----------------------- ------------------ Basswood Partners L.P., 718,209 shares (1) 9.61% Bennett Lindenbaum, Matthew Lindenbaum 52 Forest Avenue Paramus, NJ 07852 Frank Neeld Tomlinson 406,090 shares (2) 5.43% P.O. Box 2577 Capistrano Beach, CA 92624 N. Keith Abbott 6,347 shares (3) * Robert C. Ball 42,145 shares (4) * H.A. Beisswenger 31,656 shares (5) * Michael V. Cummings 39,250 shares (6) * James E. Cunningham 37,711 shares (7) * William C. Greenbeck 168,747 shares (8) 2.26% Larry D. Hartwig 89,057 shares (9) 1.18% David A. McCoy 44,500 shares (10) * Mark B. Metzinger 3,000 shares (11) * Irving J. Pinsky 186,218 shares (12) 2.49% Bruce W. Roat 14,000 shares (13) * Peer A. Swan 20,122 shares (14) * Donald E. Wood 106,485 shares (15) 1.42%
-7- All Directors and executive officers as a group (14 813,238 shares 10.62% persons including those named above) - -------------------------- * Represents holdings of less than 1%. ** In computing the percentage of shares beneficially owned, the number of shares which the person or group has the right to acquire within 60 days of April 1, 1996 are deemed outstanding for the purposes of computing the percentage of Common Stock beneficially owned by such person or group, but are not deemed outstanding for the purpose of computing the percentage of shares beneficially owned by any other person. (1) Based on Schedule 13D filed with the Commission on December 27, 1995. Basswood Partners, L.P., Mr. Bennett Lindenbaum and Mr. Matthew Lindenbaum have shared voting and investment power as to 718,209 shares. (2) Based on Schedule 13D filed with the Commission on February 17, 1996. Mr. Frank N. Tomlinson has shared voting power as to 306,090 shares and sole voting power as to 100,556 shares. (3) Mr. N. Keith Abbott has sole voting and investment power as to 3,347 shares. Includes 3,000 shares acquirable by stock options exercisable within 60 days of April 1, 1996. (4) Mr. Robert C. Ball has shared voting and investment power as to 17,223 shares and sole voting and investment power as to 24,922 shares. (5) Mr. Beisswenger has shared voting and investment power as to 28,656 shares. Includes 3,000 shares acquirable by stock options exercisable within 60 days of April 1, 1996. (6) Mr. Cummings has shared voting and investment power as to 7,250 shares. Includes 32,000 shares acquirable by stock options exercisable within 60 days of April 1, 1996. (7) Mr. Cunningham has shared voting power as to 16,408 shares and sole voting power as to 18,303 shares. Mr. Cunningham has sole investment power over 34,711 shares. Includes 3,000 shares acquirable by stock options exercisable within 60 days of April 1, 1996. (8) Mr. Greenbeck has sole voting and investment power as to 103,174 shares and shared voting and investment power as to 50,000 shares. Includes 9,073 shares held by Aileen G. Lima, Mr. Greenbeck's mother, as to which shares Mr. Greenbeck disclaims beneficial ownership. Includes 6,500 shares acquirable by stock options exercisable within 60 days of April 1, 1996. (9) Mr. Hartwig has sole voting and investment power as to 20,000 shares and shared voting and investment power as to 5,057 shares. Includes 64,000 shares acquirable by stock options exercisable within 60 days of April 1, 1996. (10) Mr. McCoy has sole voting and investment power as to 17,500 shares. Includes 27,000 shares acquirable by stock options exercisable within 60 days of April 1, 1996. (11) Mr. Metzinger's ownership consists of 3,000 shares acquirable by stock options exercisable within 60 days of April 1, 1996. (12) Mr. Pinsky has shared voting and investment power as to 18,000 shares and sole voting and investment power as to 161,718 shares. Includes 6,500 shares acquirable by stock options exercisable within 60 days of April 1, 1996. -8- (13) Mr. Roat's ownership consists of 14,000 shares acquirable by stock options exercisable within 60 days of April 1, 1996. (14) Mr. Swan has sole voting and investment power as to 17,122 shares. Includes 3,000 shares acquirable by stock options exercisable within 60 days of April 1, 1996. (15) Mr. Wood has sole voting and investment power as to 103,485 shares. Includes 3,000 shares acquirable by stock options exercisable within 60 days of April 1, 1996. -9- EXECUTIVE COMPENSATION The following table sets forth information concerning the compensation for services rendered in all capacities to the Company and the Bank for the fiscal years ended December 31, 1995, 1994 and 1993, for those persons who were, at December 31, 1995, (i) the chief executive officer and (ii) the top four most highly paid executive officers of the Company or the Bank, excluding the chief executive officer, whose earned compensation exceeded $100,000 in 1995 (the "Named Executive Officers"). Executive compensation currently is not paid by the Company but rather is paid by the Bank.
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM All OTHER ------------------------------------------------------ COMPENSATION COMPENSATION ------------ ------------ AWARDS Securities Other Underlying Name and Annual Options Principal Position Year Salary ($) Bonus ($) Compensation ($)* (#) ($) ------------------ ---- ---------- --------- ----------------- ------- ------- Larry D. Hartwig 1995 $ 220,000 $ -- $ -- 30,000 $ 6,550(1) President & 1994 196,750 74,581 -- 40,000 19,070(2) Chief Executive Officer 1993 190,000 -- -- 20,000 21,705(3) David A. McCoy 1995 $ 147,250 $ -- -- 15,000 $ 5,378(4) Executive Vice President, 1994 142,000 39,820 $ 21,635(5) 15,000 4,865(6) Assistant Secretary 1993 137,000 -- 14,425(7) 7,500 3,871(8) & Chief Operating Officer Mark B. Metzinger 1995 $ 82,666(9) $ 60,000(10) $ -- 7,500 $ 5,426(11) Executive Vice President 1994 -- -- -- -- -- Corporate Banking 1993 -- -- -- -- -- Michael V. Cummings 1995 $ 132,125 $ -- $ -- 20,000 $ 5,110(12) Executive Vice President, 1994 121,417 31,788 -- 25,000 3,915(13) Assistant Secretary, 1993 113,336 -- -- 7,500 2,880(14) Chief Administrative Officer & Credit Officer Bruce W. Roat 1995 $ 109,218(15) $ 10,000(16) $ -- 35,000 $ -- Executive Vice President, 1994 -- -- -- -- -- Assistant Secretary 1993 -- -- -- -- -- & Chief Financial Officer -- -- --
- ------------------------- * Other annual compensation, where none is specified, is less than 10% of the total of annual salary and bonus reported for the Named Executive Officer. (1) Includes $4,500 as a Bank matching contribution to a 401(k) plan and $2,050 as a supplemental life insurance premium. (2) Includes $2,600 earned ($2,400 of which was paid in 1994) from the Company as director's fees, $10,200 earned ($9,400 of which was paid in 1994) from the Bank as director's fees, $4,500 as a Bank matching contribution to a 401(k) plan and $1,770 as a supplemental life insurance premium. (3) Includes $2,600 received from the Company as director's fees, $10,800 received from the Bank as director's fees, $3,365 as a Bank matching contribution to a 401(k) plan, and $4,940 as a supplemental life insurance premium. (4) Includes $4,418 as a Bank matching contribution to a 401(k) plan, and $960 as a supplemental life insurance premium. (5) Includes $13,286 in lease payments on a Bank automobile, $4,550 of which was a new lease down payment. All other perquisites were less than 25% of total perquisites. (6) Includes $3,905 as a Bank matching contribution to a 401(k) plan and $960 as a supplemental life insurance premium. (7) Includes $8,235 in lease payments on a Bank automobile and $3,708 in country club membership dues. All other perquisites were less than 25% of total perquisites. (8) Includes $2,911 as a Bank matching contribution to a 401(k) plan and $960 as a supplemental life insurance premium. -10- (9) Mr. Metzinger became employed by the Bank on May 1, 1995. Salary represents compensation earned as an employee of the Bank. (10) Business retention bonus as a result of the acquisition of most of the Corporate and Private Banking Division of Independence One Bank of California. (11) Includes $4,280 as a Bank matching contribution to a 401(k) plan and $1,146 as a supplemental life insurance premium. (12) Includes $3,964 as a Bank matching contribution to a 401(k) plan and $1,146 as a supplemental life insurance premium. (13) Includes $3,332 as a Bank matching contribution to a 401(k) plan and $583 as a supplemental life insurance premium. (14) Includes $2,297 as a Bank matching contribution to a 401(k) plan and $583 as a supplemental life insurance premium. (15) Mr. Roat became employed by the Bank on March 17, 1995. Salary represents compensation earned as an employee of the Bank. (16) Hiring bonus. -11- STOCK OPTION GRANTS Set forth below is information concerning grants of stock options during 1995 to the Named Executive Officers.
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Individual Grants Term(1) ---------------------------------------------------------------------------------------- Number of Percentage of Securities Total Options Underlying Granted to Exercise or Options Employees in Base Price(3) Expiration Name Granted(2) Fiscal 1995 ($ per share) Date 5% 10% ---- ---------- ----------- ------------- ---- -- --- Michael V. Cummings 20,000 11.4% $ 5.188 6/19/2005 $ 65,254 $ 165,367 Larry D. Hartwig 30,000 17.2% 5.188 6/19/2005 97,881 248,050 David A. McCoy 15,000 8.6% 5.188 6/19/2005 48,941 124,025 Mark B. Metzinger 7,500 4.3% 4.625 4/30/2005 21,815 55,283 Bruce W. Roat 35,000 20.0% 5.000 3/16/2005 110,057 278,905
- -------------------- (1) Potential realizable value at assumed annual rates of stock price appreciation for option term. The assumed 5% and 10% annual rates of appreciation over the term of the options are set forth in accordance with rules and regulations adopted by the Securities and Exchange Commission and do not represent the Company's estimate of stock price appreciation. (2) Options were granted on June 20, 1995 to Messrs. Hartwig, McCoy and Cummings. Options were granted on May 1, 1995 to Mr. Metzinger and on March 17, 1995 to Mr. Roat. The options become exercisable in installments of 20% at the date of grant and 20% upon each anniversary date. (3) The exercise price of options granted is equal to the closing market price of the Company's Common Stock on the date of such grant. -12- FISCAL YEAR-END VALUES OF UNEXERCISED STOCK OPTIONS Set forth below is information with respect to the unexercised options to purchase Common Stock held by the Company's Named Executive Officers on December 31, 1995. None of the Named Executive Officers exercised any stock options during 1995.
NUMBER OF SECURITIES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED OPTIONS HELD AT IN-THE-MONEY OPTIONS AT DECEMBER 31, 1995 DECEMBER 31, 1995 (1) NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- ----------- ------------- ----------- ------------- Michael V. Cummings 30,500 37,000 $ 15,748 $ 31,867 Larry D. Hartwig 61,000 59,000 23,622 49,488 David A. McCoy 25,500 27,000 10,311 21,557 Mark B. Metzinger 1,500 6,000 2,250 9,000 Bruce W. Roat 7,000 28,000 7,875 31,500
- -------------------- (1) As of December 29, 1995, the last reported closing price was $6.125. EMPLOYMENT AGREEMENTS The Company has employment agreements with Larry D. Hartwig, President and Chief Executive Officer of the Company and the Bank, and David A. McCoy, Executive Vice President of the Company and the Bank and Chief Operating Officer of the Bank. The Company has an agreement with Mr. Hartwig to serve as President and Chief Executive Officer of the Company and the Bank for a term expiring on June 30, 1997. The agreement provides for a minimum base salary of $210,000 per year with increases in base salary as determined by the Board of Directors of the Company. Mr. Hartwig's base salary currently is $220,000. The agreement also provides Mr. Hartwig with use of an automobile with reasonable operating costs of such automobile being paid by the Company. Under the agreement, Mr. Hartwig is entitled to participate in benefits available to employees and executive officers of the Company and the Bank, including vacation, health and life insurance, and incentive and deferred compensation benefits. Pursuant to the agreement, the Company and the Bank provide Mr. Hartwig with term life insurance in the amount of $400,000 during the term of the agreement. Pursuant to the agreement, the Boards of Directors of the Company and the Bank shall annually consider the grant to Mr. Hartwig of stock options. Pursuant to the agreement, Mr. Hartwig also has the use of a country club membership for business purposes. Mr. Hartwig may purchase such membership interest at the then fair market value of such membership during the term of the agreement. If the Company and the Bank terminate Mr. Hartwig's employment without cause, Mr. Hartwig shall be entitled to (i) 18 months base salary, (ii) full vesting of his stock options and (iii) continuation -13- of insurance benefits for 12 months. In the event of any voluntary or involuntary dissolution of the Company or the Bank or any merger or consolidation where the Company or the Bank is not the surviving or resulting corporation or any transfer of all or substantially all of the assets of the Company or the Bank, the agreement shall be binding on and inure to the benefit of the surviving or resulting corporation or the corporation to which such assets shall be transferred. The Company and the Bank must also use their reasonable best efforts to cause Mr. Hartwig to be elected as a Director of the Company and the Bank during the term of his agreement. If Mr. Hartwig's employment is terminated following a change in control, and such termination is a "covered termination," Mr. Hartwig shall receive a payment equal to two times the highest annual base salary paid to him within the three years preceding the termination and the Company and the Bank shall continue to maintain Mr. Hartwig's benefits, including life insurance and health and disability benefits for a 30 month period following the termination. A covered termination is (i) termination of employment by the Company or the Bank other than for "cause," or the disability of Mr. Hartwig or (ii) termination by Mr. Hartwig for "good reason." The Company has an employment agreement with Mr. McCoy to serve as Executive Vice President of the Company and the Bank and Chief Operating Officer of the Bank for a term expiring on March 24, 1997. The agreement provides for an initial base salary of $130,000 per year with increases in base salary as determined by the Board of Directors of the Company. Mr. McCoy's base salary currently is $152,500. The agreement also provides Mr. McCoy with a leased automobile with maintenance and insurance being paid by the Company. Under the agreement, Mr. McCoy is entitled to participate in benefits available to employees and executive officers of the Company and the Bank, including vacation, and health, life and accident insurance. Pursuant to the agreement, Mr. McCoy was granted stock options on March 18, 1992 to acquire 7,500 shares. The stock options have a ten-year term and vest at twenty percent on the date of the grant and twenty percent on each grant date anniversary. Mr. McCoy also has the use of a country club membership for business purposes. If the Company and the Bank terminate Mr. McCoy's employment without cause, Mr. McCoy shall be entitled to six months' pay unless such termination is preceded by a change in control (as defined below). CHANGE IN CONTROL AGREEMENTS In order to assure continuity of management and to provide Michael V. Cummings, Mark B. Metzinger, David McCoy and Bruce W. Roat (individually, an "Executive," and collectively, the "Executives") with certain termination benefits in the event the Executive's employment is terminated following a change in control, the Company and the Bank have entered into change in control agreements (the "Agreements") with the Executives for a term initially expiring on July 31, 1996, but such Agreements will continue automatically each year for one additional year unless the Company shall give the Executives notice that it does not wish to extend the expiration date of the Agreements. A "change in control" shall be deemed to have occurred if (i) the Company consummates a merger or consolidation with another corporation and the beneficial owners of the outstanding shares entitled to vote in the election of directors preceding the transaction will beneficially own fifty percent or less of the outstanding shares of the corporation resulting from the transaction or (ii) thirty percent of the Company's securities then entitled to vote in the election of directors shall be acquired or (iii) during any period of 24 consecutive months, individuals who at the beginning of such period were members of the board of directors of the Company shall cease to constitute a majority of the board of directors of the Company or any successor to the Company or (iv) the Company shall sell substantially all of its assets to another -14- corporation. The Executive will be entitled to receive the following benefits if, following a change in control, the Executive is terminated by the Company or the Bank other than for "cause" or terminates his employment for "good reason" (a "covered termination"). The Executive shall receive, within 15 business days following such covered termination, one payment equal to one-half of the highest annual base salary paid to the Executive within the three years preceding the termination. In addition, the Executive shall receive four subsequent cash payments, each equal to one-fourth of the highest annual base salary paid to the Executive within three years preceding the termination. The first installment shall be paid within 180 days following the initial payment. The remaining three payments are each due within 120 days of the payment of the prior installment. Any stock options granted to the Executive under any Company incentive plan shall become fully vested and immediately exercisable. The Company and the Bank shall continue to maintain for 18 months, in full force and effect, any welfare benefits, including life insurance coverage and health and disability benefits which were being provided to the Executive at the time of the termination. -15- NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT") THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS. COMPENSATION & BENEFITS COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Company and the Bank are committed to their mission of being a profit- making institution with ultimate responsibility to shareholders for achieving superior long-term results while maintaining high quality, relationship-based financial services to businesses and consumers within its market areas. EXECUTIVE COMPENSATION PHILOSOPHY The Company and the Bank believe that a well-designed and administered executive compensation program is a key component in the attainment of their financial objectives. The goal of the executive compensation program is to link it directly to the achievement of short and longer-term corporate growth and profitability targets and the improvement of shareholder value. The Company and the Bank use a program of cash compensation, equity and benefits to attain this goal. PAY FOR RESULTS AND PERFORMANCE - Executive compensation levels are established via external surveys of the competitive compensation practices and performance of a peer group of similar, publicly-held, independent community banks in California. - Annual incentive compensation is based on the Bank's attainment of operating results in areas of credit quality, capital and liquidity ratios and corporate profitability, plus an overall assessment of executive management's performance by the Board of Directors. - The Board of Directors approved a new Executive Incentive Compensation Plan in April 1993 to provide annual cash incentive opportunities for the Managing Committee based on meeting measurable bankwide performance goals. In addition, each Managing Committee member's individual performance is taken into account in determining individual goals. The Executive Incentive Compensation Plan did not fund in 1995 because the minimum return on equity ("ROE") goal was not met. - The stock option program rewards executive contribution over time and, via the vesting schedule, is designed to retain key executives in the Company's and the Bank's employ. With an emphasis on maintaining a longer-term ownership position in the Common Stock, the plan integrates executive return with that of the shareholder. The Company grants stock options on an annual basis to its executive officers based on performance. - The Board of Directors approved a deferred compensation plan, effective February 1, 1994, for a select group of management and Board members in order to allow participants to defer receipt of a portion of their current income on a pre-tax basis. - The Company and the Bank also provide a competitive program of benefits for its executives which are tax-efficient and cost effective. -16- - The Company and the Bank believe that base compensation is competitive within the industry peer group and that performance-based incentive compensation and stock option programs create a strong linkage between Company and Bank management and their shareholders. CHIEF EXECUTIVE OFFICER COMPENSATION Based on the Bank's performance and competitive compensation practices at peer group institutions, Mr. Hartwig, the President and Chief Executive Officer of the Company and the Bank, was granted a salary increase from $196,750 to $220,000 effective January 1, 1995. In granting this salary increase, the committee and the Board of Directors considered the impact of Mr. Hartwig no longer receiving directors fees effective January 1, 1995. Additionally, during 1995 the Board authorized, pursuant to the 1989 Stock Option Plan of the Company, a grant to Mr. Hartwig of options to purchase all or any part of 30,000 shares of Common Stock. Since the Bank did not meet its ROE goal as specified in the Executive Incentive Compensation Plan, Mr. Hartwig did not receive an incentive award for 1995. Compensation & Benefits Committee William C. Greenbeck, Chair N. K. Abbott R. C. Ball H.A. Beisswenger I. J. Pinsky -17- NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S PREVIOUS FILINGS UNDER THE SECURITIES ACT OR THE EXCHANGE ACT THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING SHAREHOLDER RETURN PERFORMANCE PRESENTATION SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS. SHAREHOLDER RETURN PERFORMANCE PRESENTATION Set forth below is a line graph comparing the Company's cumulative total shareholder return on its Common Stock with the return of the Amex Market Index and a peer group* constructed by the Company. The graph assumes $100 invested on January 1, 1991 with all dividends fully reinvested. The graph indicates the value of such investment as of each fiscal year end. COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG SC BANCORP. AMEX MARKET INDEX AND PEER GROUP INDEX - --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------- 1990 1991 1992 1993 1994 1995 - ---------------------------------------------------------------------------------------------------- SC BANCORP 100 72.32 64.46 67.60 58.96 77.04 - ---------------------------------------------------------------------------------------------------- PEER GROUP 100 103.60 91.47 105.22 121.31 169.94 - ---------------------------------------------------------------------------------------------------- BROAD MARKET 100 123.17 124.86 148.34 131.04 168.90 - ----------------------------------------------------------------------------------------------------
* The peer group is weighted according to the stock market capitalization for the following stocks: CU Bancorp, CVB Financial Corp., Eldorado Bancorp, First Commercial Bancorp, GBC Bancorp, Metrobank, National Mercantile Bancorp, San Francisco Company, Santa Monica Bank, Silicon Valley Bancshares and Vallicorp Holdings, Inc. -18- COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Bank's Compensation & Benefits Committee is comprised of N. Keith Abbott, Robert C. Ball, H.A. Beisswenger, William C. Greenbeck, and Irving J. Pinsky. Mr. Beisswenger served as the President and Chief Executive Officer of the Company and the Bank from 1984 to 1990. Messrs. Abbott, Beisswenger, Greenbeck and Pinsky had loans from the Bank outstanding in 1995 as discussed below under the caption "Certain Relationships and Related Transactions." CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Some of the Company's Directors and executive officers and their immediate families, as well as the companies with which they are associated, are customers of, or have had banking transactions with, the Bank in the ordinary course of the Bank's business, and the Bank expects to have banking transactions with such persons in the future. In management's opinion, all loans and commitments to lend included in such transactions were made in the ordinary course of business, in compliance with applicable laws on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with other persons of similar creditworthiness and, in the opinion of management, did not involve more than a normal risk of collectibility or present other unfavorable features. PROPOSAL 1 ELECTION OF DIRECTORS The Board has nominated Messrs. N. Keith Abbott, Robert C. Ball and William C. Greenbeck to serve as Directors of the Company for a three-year term. If elected, each nominee will hold office until the 1999 annual meeting of shareholders at which time his term of office expires, and until his successor is elected and qualified, unless he resigns or his seat on the Board becomes vacant due to his death, removal or other cause in accordance with the By-laws of the Company. Management knows of no reason why any of these nominees would be unable or unwilling to serve, but if any nominee should be unable or unwilling to serve, the Proxies will be voted for the election of such other persons for the office of Director as management may recommend in the place of such nominee. See "NOMINEES FOR ELECTION AS DIRECTORS -- Biographical Information." THE BOARD UNANIMOUSLY RECOMMENDS VOTING "FOR" THE THREE NOMINEES NAMED ABOVE, AND YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE. PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board has selected Deloitte & Touche LLP as the independent public accountants of the Company for 1996. Deloitte & Touche LLP has acted in such capacity since its appointment in 1985. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting, will be given the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions. In the event ratification by the shareholders of the appointment of Deloitte & Touche LLP as the Company's independent public accountants is not obtained, the Board will reconsider such appointment. -19- VOTE REQUIRED The affirmative vote of the holders of a majority of the shares of Common Stock of the Company represented (in person or by proxy) and voting at the meeting, provided that at least a majority of such stock is represented at the meeting, is required for the proposed ratification. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 2 TO RATIFY THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS, AND YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE. TRANSACTION OF OTHER BUSINESS At the date of this Proxy Statement, the only business which the Board intends to present or knows that others will present at the meeting is as set forth above. If any other matter or matters are properly brought before the meeting, or any adjournment thereof, it is the intention of the persons named in the accompanying form of Proxy to vote the Proxy on such matters in accordance with their best judgment. SOLICITATION The Company will bear the entire cost of preparing, assembling, printing and mailing the Notice of Meeting, this Proxy Statement and the Proxy itself. In addition to the use of the mails, proxies may be solicited by officers, Directors and other regular employees of the Company by telephone, telegraph or other personal solicitation, and no additional compensation will be paid to such individuals. The Company will use the services of D.F. King & Co., Inc., a professional soliciting organization, to assist in obtaining in person or by proxy the largest number of shareholders possible. The Company estimates its expenses for such services not to exceed $ 4,000. The Company will, if requested, reimburse banks, brokerage houses and other custodians, nominees and certain fiduciaries for their reasonable expenses incurred in mailing proxy material to their principals. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Section 16(a) of the Exchange Act requires the Company's officers and Directors, and persons who own 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 Commission and the American Stock Exchange. Officers, Directors and more than ten percent shareholders are required by the Commission's regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no Forms 5 were required for those persons, the Company believes that, during 1995 its officers and Directors complied with all filing requirements applicable to them. -20- SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING Proposals of shareholders intended to be presented at the next annual meeting of shareholders of the Company (i) must be received by the Company at its offices at 3800 East LaPalma Avenue, Anaheim, California 92807, Attention: Secretary, no later than January 24, 1997 and (ii) must satisfy the conditions established by the Securities and Exchange Commission for shareholder proposals to be included in the Company's proxy statement for that meeting. By Order of the Board of Directors /s/ WILLIAM C. GREENBECK --------------------------------------- William C. Greenbeck SECRETARY April 12, 1996 SC BANCORP THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF SHAREHOLDERS MAY 23, 1996 The undersigned hereby nominates, constitutes and appoints James E. Cunningham, Irving J. Pinsky and Donald E. Wood or any of them, with full power of substitution, to vote all shares of common stock, no par value, of SC Bancorp (the "Company") which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on Thursday, May 23, 1996 or any postponements or adjournments thereof, and upon such other business as may properly come before the Annual Meeting, with all the powers the undersigned would possess if personally present as follows: 1. To elect the Board of Directors' three nominees as directors. Nominees: N. Keith Abbott, Robert C. Ball and William C. Greenbeck. / / FOR ALL NOMINEES LISTED ABOVE / / (except as marked to the contrary below)
/ / WITHHOLD AUTHORITY
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space below:) ________________________________________________________________________________ The undersigned hereby confer(s) upon the proxies and each of them discretionary authority with respect to the election of Directors in the event that any of the above nominees is unable or unwilling to serve. A Vote FOR Proposal 2 is recommended by the Board of Directors: 2. To ratify the appointment of Deloitte & Touche as the Company's Independent Public Accountants for 1996. / / FOR / / AGAINST / / ABSTAIN In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD TODAY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY CONFERS AUTHORITY TO AND SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE PROXIES. Please date this Proxy and sign your name exactly as it appears on your stock certificates. Executors, administrators, trustees, officers of a corporation, fiduciaries, etc., should give their full title as such. Partnerships should sign in the partnership name by an authorized person. For shares held jointly, each joint owner should personally sign. If the undersigned hold(s) any of the shares of common stock of the Company in a fiduciary, custodial or joint capacity or capacities, this Proxy is signed by the undersigned in every such capacity as well as individually. Attendance of the undersigned at the Annual Meeting will not be deemed to revoke this Proxy unless the undersigned shall affirmatively indicate at the meeting the intention of the undersigned to vote in person. DATED: _______________, 1996 SIGNATURE: _________________ (signature) SIGNATURE: _________________ (signature, if held jointly) _________________ (title or authority, if applicable) PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD TODAY -----END PRIVACY-ENHANCED MESSAGE-----