-----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, AwPTijDw6fCcICldtk+jjiXG/oeUM4HJ5SRqZjBT17WfrkyThchr/zkNW1/d0Vdd KbLXtuJkc1C+zc/yjD6IhQ== 0000929624-97-000604.txt : 19970520 0000929624-97-000604.hdr.sgml : 19970520 ACCESSION NUMBER: 0000929624-97-000604 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIVIC BANCORP CENTRAL INDEX KEY: 0000747205 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 680022322 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-13287 FILM NUMBER: 97609658 BUSINESS ADDRESS: STREET 1: 2101 WEBSTER ST STREET 2: 14TH FLOOR CITY: OAKLAND STATE: CA ZIP: 94612 BUSINESS PHONE: 510-836-6500 MAIL ADDRESS: STREET 1: 2101 WEBSTER STREET STREET 2: 14TH FLOOR CITY: OAKLAND STATE: CA ZIP: 94612 DEFA14A 1 DEFA14A ================================================================================ 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)) [_] Definitive Proxy Statement [X] Definitive Additional Materials [_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Civic 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)(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: ------------------------------------------------------------------------- Notes: [Logo] May 13, 1997 ANNUAL SHAREHOLDER MEETING Dear Shareholder: At Civic BanCorp's annual shareholder meeting on May 8, 1997, a quorum was present in person and by proxy. As you know from the Company's proxy statement that was mailed to you, items submitted to a vote of the shareholders included Proposal 2, approving an amendment to the Bylaws to classify the Board of Directors, and Proposal 3, approving an amendment to the Articles of Incorporation to eliminate action by the shareholders by written consent without a meeting. The vote at the meeting on these two proposals was as follows:
Percentage of all Percentage of outstanding shares Shares voted shares voted for voted for and Proposal Shares voted for against and against against -------- ---------------- -------------- --------------- -------------- 2. Classification of 1,752,422 379,039 82.2% 39.7% Board of Directors 17.8% 8.6% 3. Elimination of 1,722,370 402,306 81.1% 39.0% shareholder action 18.9% 9.2% by written consent without a meeting
Although the percentage of shares present and voting in favor of Proposals 2 and 3 was substantial, the percentage of all outstanding shares in favor was less than the required 50% plus one. Many shareholders who were represented by proxy at the meeting did not have their votes on Proposals 2 and 3 counted. We believe the reason is that many proxies held in street names did not effectively communicate their votes to the registered holders so that they could vote on these proposals at the meeting. For example, we did not receive proxies from several directors and officers who have shares held in street name, even though those persons attempted to vote and mail their proxies in accordance with instructions given to them. In order to give more shareholders an opportunity to be heard on these two Proposals, the Company adjourned the annual meeting of shareholders to 4:00 p.m. on June 9, 1997, at 2101 Webster Street, First Floor, Oakland, California. WE ENCOURAGE YOU TO CAST YOUR VOTE ON PROPOSALS 2 AND 3 BEFORE THAT TIME BY SUBMITTING A PROXY IN ACCORDANCE WITH THE INSTRUCTIONS THAT YOU RECEIVE FROM THE TRANSFER AGENT OR FROM YOUR BROKER. Please refer to your proxy statement for more information about these proposals. Management recommends a vote FOR Proposal 2 and FOR Proposal 3. Thank you for your cooperation. Very truly yours, /s/ Herbert C. Foster ------------------------------ Herbert C. Foster 2101 Webster Street Oakland, CA 94612-3043 Telephone. 510 836-6500 FAX. 510 836-1521 Internet. http://www.civicbank.com -----END PRIVACY-ENHANCED MESSAGE-----