-----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, AmvTBoyHNlCGt88czL7t4+kunYGgSmnxQCbKkJ6FZ1hytF4wkyHk+N805FIjnozE QGq6D/6tNdHbRa6LIHs0JA== 0000891618-97-001954.txt : 19970501 0000891618-97-001954.hdr.sgml : 19970501 ACCESSION NUMBER: 0000891618-97-001954 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970522 FILED AS OF DATE: 19970430 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL COAST BANCORP CENTRAL INDEX KEY: 0000921085 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 770367061 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25418 FILM NUMBER: 97590412 BUSINESS ADDRESS: STREET 1: 301 MAIN ST CITY: SALINAS STATE: CA ZIP: 93901 BUSINESS PHONE: 4084226642 MAIL ADDRESS: STREET 1: P O BOX 450 CITY: SALINAS STATE: CA ZIP: 93902 FORMER COMPANY: FORMER CONFORMED NAME: SALINAS VALLEY BANCORP DATE OF NAME CHANGE: 19940330 DEF 14A 1 DEFINITIVE NOTICE AND PROXY STATEMENT 1 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 [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 CENTRAL COAST BANCORP - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [X] No fee. [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [ ] $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: ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] 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: ------------------------------------------------------------------------ 2 CENTRAL COAST BANCORP NOTICE OF ANNUAL MEETING OF SHAREHOLDERS THURSDAY, MAY 22, 1997 TO THE SHAREHOLDERS: The Annual Meeting of Shareholders of Central Coast Bancorp will be held at 301 Main Street, Salinas, California, on Thursday, May 22, 1997 at 5:30 p.m. for the following purposes: 1. To elect directors. 2. To approve the appointment of Deloitte & Touche LLP as independent public accountants for the 1997 fiscal year. 3. To transact such other business as may properly come before the Meeting. The names of the Board of Directors' nominees to be directors of Central Coast Bancorp are set forth in the accompanying Proxy Statement and incorporated herein by reference. Article III, Section 16 of the Bylaws of Central Coast Bancorp provides for the nomination of directors in the following manner: "Nomination for election of members of the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Notice of intention to make any nominations shall be made in writing and shall be delivered or mailed to the President of the corporation not less than 21 days nor more than 60 days prior to any meeting of shareholders called for the election of directors; provided however, that if less than 21 days notice of the meeting is given to shareholders, such notice of intention to nominate shall be mailed or delivered to the President of the corporation not later than the close of business on the tenth day following the day on which the notice of meeting was mailed; provided further that if notice of such meeting is sent by third-class mail as permitted by Section 6 of these By-Laws, no notice of intention to make nominations shall be required. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the number of shares of capital stock of the corporation owned by each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the corporation owned by the notifying shareholder. 3 Nominations not made in accordance herewith may, in the discretion of the Chairman of the meeting, be disregarded and upon the Chairman's instructions, the inspectors of election can disregard all votes cast for each such nominee. A copy of this paragraph shall be set forth in a notice to shareholders of any meeting at which Directors are to be elected." Only shareholders of record at the close of business on April 23, 1997 are entitled to notice of and to vote at this Meeting and at any postponements or adjournments thereof. BY ORDER OF THE BOARD OF DIRECTORS Salinas, California April 28, 1997 By: /s/ THOMAS A SA -------------------- Thomas A. Sa Secretary 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. 4 Mailed to Shareholders on or about April 28, 1997 CENTRAL COAST BANCORP PROXY STATEMENT INFORMATION CONCERNING THE SOLICITATION This Proxy Statement is being furnished to the shareholders of Central Coast Bancorp, a California corporation (the "Corporation"), in connection with the solicitation of proxies by the Board of Directors for use at the Annual Meeting of Shareholders to be held at 301 Main Street, Salinas, California on May 22, 1997 at 5:30 p.m. (the "Meeting"). Only shareholders of record on April 23, 1997 (the "Record Date") will be entitled to notice of the Meeting and to vote at the Meeting. At the close of business on the Record Date, the Corporation had outstanding and entitled to be voted 4,298,584 shares of its no par value Common Stock (the "Common Stock"). Shareholders are entitled to one vote for each share held, except that for the election of directors each shareholder has cumulative voting rights and is entitled to as many votes as shall equal the number of shares held by such shareholder multiplied by the number of directors to be elected. Each shareholder may cast all his or her votes for a single candidate or distribute such votes among any or all of the candidates as he or she chooses. However, no shareholder shall be entitled to cumulate votes (in other words, cast for any candidate a number of votes greater than the number of shares of stock held by such shareholder) unless such candidate's name has been placed in nomination prior to the voting and the shareholder has given notice at the Meeting prior to the voting of the shareholder's intention to cumulate his or her votes. If any shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. Prior to voting, an opportunity will be given for shareholders or their proxies at the Meeting to announce their intention to cumulate their votes. The proxy holders are given, under the terms of the proxy, discretionary authority to cumulate votes on shares for which they hold a proxy. Any person giving a proxy in the form accompanying this Proxy Statement has the power to revoke that proxy prior to its exercise. The proxy may be revoked prior to the Meeting by delivering to the Secretary of the Corporation either a written instrument revoking the proxy or a duly executed proxy bearing a later date. The proxy may also be revoked by the shareholder by attending and voting at the Meeting. Votes cast by proxy or in person at the Meeting will be counted by the Inspectors of Election for the Meeting. The Inspectors will treat abstentions and "broker non-votes" (shares held by brokers or nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary voting power under applicable rules of the stock exchange or other self regulatory organization of which the broker or nominee is a member) as shares that are present and entitled to vote for purposes of determining the presence of a quorum. Abstentions and "broker non-votes" will not be counted as shares voted for purposes of determining the outcome of any matter as may properly come before the Meeting. 5 Unless otherwise instructed, each valid proxy returned which is not revoked will be voted in the election of directors "FOR" the nominees of the Board of Directors and "FOR" proposal No. 2 as described in this Proxy Statement, and, at the proxy holders' discretion, on such other matters, if any, which may come before the Meeting (including any proposal to postpone or adjourn the Meeting). The Corporation will bear the entire cost of preparing, assembling, printing and mailing proxy materials furnished by the Board of Directors to shareholders. Copies of proxy materials will be furnished to brokerage houses, fiduciaries and custodians to be forwarded to the beneficial owners of the Common Stock. In addition to the solicitation of proxies by use of the mail, some of the officers, directors and regular employees of the Corporation and its subsidiaries, Bank of Salinas and Cypress Bank (the "Subsidiaries"), may (without additional compensation) solicit proxies by telephone or personal interview, the costs of which will be borne by the Corporation. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS As of the Record Date, April 23, 1997, no individual known to the Corporation owned more than five percent (5%) of the outstanding shares of its Common Stock except as described below.
Percentage Name and Address Amount and Nature of Class Title of of Beneficial of Beneficial Beneficially Class Owner(1) Ownership Owned (3) ===================================================================================================================== Common Stock, Estate of Adele O'Grady 239,352 5.09% No Par Value ============================ ================================== ======================== ======================== Common Stock, Robert L. Meyer (2) 314,603 6.69% No Par Value ============================ ================================== ======================== ========================
(1) The address for all persons listed is c/o Central Coast Bancorp, 301 Main Street, Salinas, California, 93901. (2) All shares are held by Mr. Meyer and his spouse as trustees of the Robert L. Meyer and Patricia J. Meyer Trust dated July 28, 1977. (3) Includes shares of Common Stock subject to stock options exercisable immediately. 2 6 SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth information as of April 23, 1997, concerning the equity ownership of the Corporation's directors and the executive officers named in the Summary Compensation Table, and directors and executive officers as a group. Unless otherwise indicated in the notes to the table, each director and executive officer listed below possesses sole voting power and sole investment power for the shares of the Corporation's Common Stock listed below. All of the shares shown in the following table are owned both of record and beneficially except as indicated in the notes to the table. The Corporation has only one class of shares outstanding, Common Stock.
Name and Address(1) of Amount and Nature of Percent of Title of Class Beneficial Owner Beneficial Ownership Class(2) - -------------- ---------------- -------------------- -------- Common Stock, No Par Value Andrew E. Ausonio 126,909 (3) 2.70% Common Stock, No Par Value Robert C. Blatter 6,005 (4) -- Common Stock, No Par Value C. Edward Boutonnet 136,128 (5) 2.90% Common Stock, No Par Value Bradford G. Crandall 97,735 (6) 2.08% Common Stock, No Par Value Alfred P. Glover 12,267 -- Common Stock, No Par Value Richard C. Green 137,255 (7) 2.92% Common Stock, No Par Value Duncan L. McCarter 78,409 (8) 1.67% Common Stock, No Par Value John F. McCarthy 37,791 (9) -- Common Stock, No Par Value Robert M. Mraule, D.D.S., M.D. 90,531 (10) 1.93% Common Stock, No Par Value C. Frederick Rowden 17,817 (11) -- Common Stock, No Par Value Thomas A. Sa 1,650 (12) -- Common Stock, No Par Value Louis A. Souza 13,716 -- Common Stock, No Par Value Mose E. Thomas, Jr. 16,392 -- Common Stock, No Par Value Nick Ventimiglia 35,140 (13) -- All directors and executive officers of the Corporation as a group (15 persons) 720,404 (14) 15.33%
3 7 (1) The address for all persons listed is c/o Central Coast Bancorp, 301 Main Street, Salinas, California, 93901. (2) Includes shares of Common Stock subject to stock options exercisable immediately. Unless otherwise indicated, beneficial ownership represents less than one percent of the total class of shares outstanding. (3) Includes 55,083 shares of Common Stock held by Mr. Ausonio and his spouse as trustees of the Ausonio Family Trust dated October 4, 1982, 25,224 shares of Common Stock held by Mr. Ausonio and his spouse as trustees of the Barsotti Grandchildren Trust dated December 20, 1976, and 46,602 shares of Common Stock subject to stock options exercisable immediately. (4) Includes 5,590 shares of Common Stock subject to stock options exercisable immediately. (5) Includes 47,887 shares of Common Stock owned jointly with Patricia Boutonnet, 1,294 shares as custodian, 6,057 shares of Common Stock held by Mr. Boutonnet as trustee of Boutonnet Farms Money Purchase Trust dated October 26, 1982, 1,870 shares held by Mr. Boutonnet as trustee of Boutonnet Farms Money Purchase Pension Plan and Trust dated November 1, 1980, 19,038 shares of Common Stock held by Mr. Boutonnet as trustee of Boutonnet Farms, Inc. Money Purchase Pension Trust dated November 1, 1976 and 46,602 shares of Common Stock subject to stock options exercisable immediately. (6) Includes 51,133 shares of Common Stock held by Mr. Crandall and his spouse as trustees of the Bradford G. Crandall and Lynne O. Crandall Trust dated August 8, 1983 and 46,602 shares of Common Stock subject to stock options exercisable immediately. (7) Includes 591 shares of Common Stock owned by Mr. Green's spouse and 46,602 shares of Common Stock subject to stock options exercisable immediately. (8) Includes 29,888 shares of Common Stock held by Mr. McCarter and his spouse as trustees of the Duncan L. McCarter and Leslie P. McCarter Trust dated January 25, 1990, and 46,602 shares of Common Stock subject to stock options exercisable immediately. (9) Includes 2,079 shares of Common Stock owned jointly with Mr. McCarthy's spouse and 35,712 shares of Common Stock subject to stock options exercisable immediately. (10) Includes 46,602 shares of Common Stock subject to stock options exercisable immediately. (11) Includes 17,106 shares of Common Stock subject to stock options exercisable immediately. (12) Includes 1,650 shares of Common Stock subject to stock options exercisable immediately. (13) Includes 5,445 shares of Common Stock subject to stock options exercisable immediately. (14) Includes 354,721 shares of Common Stock subject to stock options exercisable immediately. 4 8 PROPOSAL NO. 1 ELECTION OF DIRECTORS OF THE CORPORATION The number of directors authorized for election at this meeting is ten (10). Management has nominated the ten (10) incumbent directors to serve as the Corporation's directors. Each director will hold office until the next Annual Meeting of Shareholders and until his successor is elected and qualified. All proxies will be voted for the election of the ten (10) nominees listed below (all of whom are incumbent directors) recommended by the Board of Directors unless authority to vote for the election of any directors is withheld. The nominees receiving the highest number of affirmative votes of the shares entitled to be voted for them shall be elected as directors. Abstentions and votes cast against nominees have no effect on the election of directors. If any of the nominees should unexpectedly decline or be unable to act as a director, their proxies may be voted for a substitute nominee to be designated by the Board of Directors. The Board of Directors has no reason to believe that any nominee will be become unavailable and has no present intention to nominate persons in addition to or in lieu of those named below. The following table sets forth certain information as of the Record Date, April 23, 1997, with respect to those persons nominated by the Board of Directors for election as directors, as well as all executive officers. The Corporation knows of no arrangements, including any pledge by any person of securities of the Corporation, the operation of which may, at a subsequent date, result in a change in control of the Corporation. There are no arrangements or understandings by which any of the executive officers or directors of either the Corporation or the Subsidiaries were selected. There is no family relationship between any of the directors or executive officers.
Name Age Position - ---- --- -------- Andrew E. Ausonio 66 Director of the Corporation and of Bank of Salinas since 1994 and 1982, respectively. Director of Cypress Bank since 1996. Robert C. Blatter 36 Senior Vice President and Loan Administrator of the Corporation since 1996 and the Loan Administrator of Bank of Salinas since 1989. C. Edward Boutonnet 57 Director of the Corporation and of Bank of Salinas since 1994 and 1982, respectively. Director of Cypress Bank since 1996. Bradford G. Crandall 62 Director of the Corporation and of Bank of Salinas since 1994 and 1982, respectively. Director of Cypress Bank since 1996. Alfred P. Glover 65 Director of the Corporation and of Bank of Salinas since 1996. Director of Cypress Bank since 1988. Richard C. Green 58 Director of the Corporation and of Bank of Salinas since 1994 and 1982, respectively. Director of Cypress Bank since 1996. Duncan L. McCarter 50 Director of the Corporation and of Bank of Salinas since 1994 and 1982, respectively. Director of Cypress Bank since 1996. John F. McCarthy 53 Executive Vice President and Chief Operating Officer of the Corporation and of Bank of Salinas since December 1994 and 1988, respectively.
5 9
Name Age Position - ---- --- -------- Robert M. Mraule, M.D. 47 Director of the Corporation and of Bank of Salinas since 1994 and 1982, respectively. Director of Cypress Bank since 1996. C. Frederick Rowden 52 President and Director of Cypress Bank since 1992. Thomas A. Sa 35 Senior Vice President, Chief Financial Officer and Secretary of the Corporation and Bank of Salinas since 1995 and Cypress Bank since 1996. Louis A. Souza 68 Director of the Corporation and Bank of Salinas since 1996. Director of Cypress Bank since 1988. Mose E. Thomas, Jr. 56 Director of the Corporation and Bank of Salinas since 1996. Director of Cypress Bank since 1989. Nick Ventimiglia 55 Chairman, President and Chief Executive Officer of the Corporation since December 1994. Chairman, President and Chief Executive Officer of Bank of Salinas since 1994.
The following is a brief account of the business experience for a minimum of five years of each director and executive officer listed above in addition to positions indicated. Andrew E. Ausonio Organizer and Former Chairman of the Board of Directors, Bank of Salinas; President, Ausonio Construction, Inc., general contractor; Owner, Ausonio Rentals and Aladin Properties, rental property companies. Robert C. Blatter Commercial Banking Officer, Bank of America from 1986 to 1989. C. Edward Boutonnet Organizer, Bank of Salinas; Partner and General Manager, California Artichoke and Vegetable Growers Corporation, Sea Mist Farms, and Boutonnet Farms, Inc. Bradford G. Crandall President, E.B. Stone & Son, Inc., wholesale nursery supply firm. Alfred P. Glover Owner, Glover Enterprises, a real estate development firm. Richard C. Green Retired businessman and former President, Green's Camera Shop, Inc. Duncan L. McCarter Pharmacist and President, Care Pharmacies, Inc.; President, Care Home Medical Services, Inc. John F. McCarthy Vice President and Regional Manager, Hibernia Bank, Salinas from 1986 to 1988; Vice President and Regional Manager, Crocker National Bank from 1980 to 1986. C. Frederick Rowden Director and President of Cypress Bank since 1992. Director and President of Monterey County Bank prior to 1992. Robert M. Physician, Dentist, Oral and Maxillofacial Surgeon. Mraule, D.D.S., M.D.
6 10 Thomas A. Sa Senior Vice President and Chief Financial Officer, South Valley Bancorporation and South Valley National Bank from 1994 to 1995. Vice President and Chief Financial Officer, South Valley Bancorporation and South Valley National Bank from 1992 to 1994. Assistant Vice President and Comptroller, South Valley Bancorporation and South Valley National Bank from 1989 to 1992. Louis A. Souza Owner, Louis A. Souza Construction, a general contractor. Mose E. Thomas, Jr. General Manager, Chapel of Seaside, Inc., and Mission Mortuary, Inc., funeral chapels. Nick Ventimiglia Organizer, Director, President and Chief Executive Officer, Bank of Salinas from 1982 to 1994.
None of the Directors of the Corporation or the Subsidiaries is a director of any other company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, whose common stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. COMMITTEES OF THE BOARD OF DIRECTORS The Audit and Finance Committees, whose common members include Andrew E. Ausonio, C. Edward Boutonnet (Chairman), Alfred P. Glover, Duncan L. McCarter, Robert M. Mraule (Vice Chairman) and Mose E. Thomas, Jr., oversees the Corporation's and Subsidiaries' independent public accountants, analyzes the results of internal and regulatory examinations and monitors the financial and accounting organization and reporting. The Audit Committee met four (4) times and the Finance Committee met eight (8) times in 1996. The Board of Directors has not established a nominating committee. The full Board of Directors performs the functions of a nominating committee with responsibility for considering appropriate candidates for election as directors. The Premises, Compensation and Performance Committee, whose members include Andrew E. Ausonio (Chairman), C. Edward Boutonnet (Vice Chairman), Duncan L. McCarter, Robert M. Mraule and Mose E. Thomas, Jr., oversees physical premises used in daily operations and reviews and establishes employee benefits and the compensation paid to executive officers and other employees. The Premises, Compensation and Performance Committee met eleven (11) times in 1996. The ALCO/Compliance/Shareholder Relations Committee, whose members include Andrew E. Ausonio, Bradford G. Crandall, Alfred P. Glover, Richard C. Green (Vice Chairman) and Robert M. Mraule (Chairman), has responsibility for asset/liability management, review of the Corporation's investment portfolio, maintenance of shareholder relations and monitoirng compliance with State and Federal regulation of the Corporation and the Subsidiaries. The ALCO/Compliance/Shareholder Relations Committee met four (4) times in 1996. The Loan Committee, whose members include Andrew E. Ausonio, C. Edward Boutonnet (Vice Chairman), Bradford G. Crandall (Chairman), Alfred P. Glover, Richard C. Green and Louis A. Souza, has responsibility for establishing loan policy and approving loans which exceed certain dollar limits. The Loan Committee met twenty-two (22) times in 1996. The Marketing Committee, whose members include Andrew E. Ausonio, Richard C. Green (Vice Chairman), Duncan L. McCarter (Chairman) and Louis A. Souza, has responsibility for administering the 7 11 Corporation's marketing policies and marketing programs. The Marketing Committee met eight (8) times in 1996. During 1996, the Corporation's Board of Directors held twelve (12) meetings. All Directors attended at least seventy-five percent (75%) of the aggregate of the total number of meetings of the Board of Directors and the number of meetings of the committees on which they served. COMPENSATION OF DIRECTORS The fees paid to directors during 1996 included a base fee of $2,050 per month for attendance at Board meetings of the Corporation and the Subsidiaries. In addition to the base fee, the Loan Committee Chairman received $200 per month, the Chairmen of the Audit, ALCO/Compliance/Shareholder Relations, Marketing, and the Premises, Compensation and Performance Committees each received $100 per month. The total amount of fees paid to all Directors as a group for attendance at Board and committee meetings was $237,000 in 1996. 8 12 EXECUTIVE COMPENSATION Set forth below is the summary compensation paid or accrued during the three years ended December 31, 1996 to Nick Ventimiglia, John McCarthy, Thomas A. Sa, C. Frederick Rowden and Robert C. Blatter, executive officers of the Corporation and/or the Subsidiaries.
SUMMARY COMPENSATION TABLE - ---------------------------------------------------------------------------------------------------------------------------- LONG-TERM COMPENSATION ---------------------------------- ANNUAL COMPENSATION AWARDS PAYOUTS - ---------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- (a) (b) (c) (d) (e) (f) (g) (h) (i) Name and Year Salary Bonus Other Restricted Securities LTIP All Other Principal Position ($) 1/ ($) 2/ Annual Stock Under- Payouts Compen- Compen- Award(s) lying ($) sation sation ($) Options/ ($) 5/ ($) SARs (#) 3/ 4/ - ---------------------------------------------------------------------------------------------------------------------------- Nick Ventimiglia, Chairman, 1996 $200,000 $146,000 -- -- 22,500 -- $1,900 President and Chief Executive Officer 1995 175,000 96,969 -- -- 18,150 -- 1,848 1994 175,000 80,804 -- -- -- -- 1,438 John F. McCarthy, Executive 1996 124,142 94,900 -- -- 15,000 -- 1,722 Vice President and Chief Operating Officer 1995 118,079 64,638 -- -- -- -- 1,847 1994 116,050 53,868 -- -- -- -- 1,412 Thomas A. Sa, Senior Vice 1996 106,667 80,300 -- -- 15,000 -- 441 President, Chief Financial Officer and Corporate Secretary 1995 40,193 21,200 -- -- 8,250 -- -- 1994 -- -- -- -- -- -- -- C. Frederick Rowden, 1996 88,139 20,000 7,500 570 President, Cypress Bank 1995 93,031 -- -- -- -- -- -- 1994 87,364 -- -- -- -- -- -- Robert C. Blatter, Senior 1996 75,000 55,480 -- -- 7,500 -- 1,819 Vice President and Loan Administrator 1995 74,833 22,893 -- -- -- -- -- 1994 69,598 20,812 -- -- -- -- - ----------------------------------------------------------------------------------------------------------------------------
1/ Amounts shown include cash and non-cash compensation earned and received by executive officers as well as amounts earned but deferred at the election of those officers under the 401(k) Plan. The salary paid to Thomas A. Sa in 1995, was the amount earned in the period from the date of initial employment, August 7, 1995 through December 31, 1995. 2/ Amounts indicated as bonus payments were earned for performance during 1996, 1995 and 1994. 3/ No executive officer received perquisites or other personal benefits in excess of the lesser of $50,000 or 10% of each such officer's total annual salary and bonus during 1996, 1995 or 1994. 4/ The Corporation has a 1994 Stock Option Plan, as amended, (the "1994 Plan") pursuant to which options may be granted to directors, and key, full-time salaried officers and employees of the Corporation and the Subsidiaries. Options granted under the 1994 Plan are either incentive options or non-statutory options. Options granted under the 1994 Plan become exercisable in accordance with a vesting schedule established at the time of grant. Vesting may not extend beyond ten years from the date of grant. Options granted under the 1994 Plan are adjusted to protect against dilution in the event of certain changes in the Corporation's capitalization, including stock splits and stock dividends. All options granted to the named executive officers were incentive stock options and have an exercise price equal to the fair market value of the Corporation's Common Stock on the date of grant. 5/ Amounts shown for each named executive officer are 401(k) matching contributions for the year indicated. 9 13 The following table sets forth certain information concerning the grant of stock options under the Corporation's 1994 Stock Option Plan to the named executive officers during the fiscal year ended December 31, 1996.
OPTION/SAR GRANTS IN LAST FISCAL YEAR - ------------------------------------------------------------------------------------------------------------------------ Individual Grants - ------------------------------------------------------------------------------------- Percent of Total Potential Realizable Value at Options/ Assumed Annual Rates of Stock Number of SARs Price Appreciation For Option Securities Granted Term Underlying to ----------------------------------- Options/SARs Employees Exercise or Granted in Fiscal Base Price Expiration Name ( # ) Year ( $/Share ) Date 5% ($) 10% ($) (a) (b) (c) (d) (e) (f) (g) - ------------------------------------------------------------------------------------------------------------------------ Nick Ventimiglia 22,500 22% $13.50 12/5/06 $438,413 $877,950 President and Chief Executive Officer John McCarthy 15,000 14% $13.50 12/5/06 292,275 585,300 Executive Vice President and Chief Operating Officer Thomas A. Sa 15,000 14% $13.50 12/5/06 292,275 585,300 Senior Vice President, Chief Financial Officer and Corporate Secretary C. Frederick Rowden 7,500 7% $13.50 12/5/06 146,138 292,650 President, Cypress Bank Robert C. Blatter 7,500 7% $13.50 12/5/06 146,138 292,650 Senior Vice President and Loan Administrator
10 14 The following table sets forth the number of shares of Common Stock acquired by each of the named executive officers upon the exercise of stock options during fiscal 1996, the net value realized upon exercise, the number of shares of Common Stock represented by outstanding stock options held by each of the named executive officers as of December 31, 1996 and the value of such options based on the closing price of the Corporation's Common Stock and certain information concerning unexercised options under the 1994 Stock Option Plan.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES - ----------------------------------------------------------------------------------------------------------------- Number of Securities Value of Underlying Unexercised Unexercised in-the-Money Options/SARs Options/SARs at Fiscal Year-End at Fiscal Year- Shares Value (#) End($) Acquired on Realized Exercisable/ Exercisable/ Name Exercise (#) ($) Unexercisable Unexercisable (a) (b) (c) (d) (e) 1/ - ----------------------------------------------------------------------------------------------------------------- Nick Ventimiglia $0 $0 7,260 / 33,390 $ 77,972 / $358,609 President and Chief Executive Officer John McCarthy $0 $0 35,712 / 23,928 $579,011 / $387,953 Executive Vice President and Chief Operating Officer Thomas A. Sa $0 $0 1,650 / 21,600 $ 16,258 / $212,832 Senior Vice President, Chief Financial Officer and Corporate Secretary C. Frederick Rowden $0 $0 17,106 / 7,500 $249,063 / $109,200 President, Cypress Bank Robert C. Blatter $0 $0 5,590 / 13,090 $ 70,993 / $166,243 Senior Vice President and Loan Administrator
1/ The aggregate value has been determined based upon the closing price for the Corporation's Common Stock at exercise or year-end, minus the exercise price. EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS During 1996, the Bank of Salinas entered into employment agreements with Messrs. Ventimiglia, President and Chief Executive Officer; McCarthy, Executive Vice President and Chief Operating Officer; Sa, Senior Vice President and Chief Financial Officer; and Blatter, Senior Vice President and Loan Administrator. The agreements provide for an original term of three years with automatic one-year extensions until the agreements are terminated as described below. In addition, in January 1997, Cypress Bank entered into a two-year employment agreement with Mr. Rowden to replace a previously existing agreement. The agreements provide for a base salary of $200,000 for Mr. Ventimiglia; $130,000 for Mr. McCarthy; $110,000 for Mr. Sa; $99,000 for Mr. Rowden; and $76,000 for Mr. Blatter. The base salaries under each agreement are reviewed annually and are subject to adjustment at the discretion of the Board of Directors. Additionally, the agreements provide for, among other things: (a) a discretionary annual bonus based upon the Corporation's achievement of certain profitability, growth and asset 11 15 quality standards as established by the Board of Directors; (b) payment of base salary, reduced by the amounts received from state disability insurance or workers' compensation or other similar insurance benefits through policies provided by the Bank; (c) stock option grants under the Corporation's stock option plan, at the sole discretion of the Board of Directors; (d) four weeks annual vacation leave; (e) use of an automobile; and (f) reimbursement for ordinary and necessary expenses incurred in connection with employment. The agreements may be terminated with or without cause, but if the agreements are terminated due to the occurrence of circumstances that make it impossible or impractical for the Employer to conduct or continue its business, the loss by the Employer of its legal capacity to contract or the Employer's breach of the terms of the agreement the employee is entitled to receive severance compensation equal to six months of the existing base salary. The agreements further provide that in the event of a "change in control" as defined therein and within a period of two years following consummation of such change in control: (a) the employee's employment is terminated; or (b) any adverse change occurs in the nature and scope of the employee's position, responsibilities, duties, salary, benefits or location of employment; or (c) any event occurs which reasonably constitutes a demotion, significant diminution or constructive termination of employment, then the employee will be entitled to receive severance compensation in an amount equal to a multiple of the employee's average annual compensation for the five years immediately preceding the change in control as follows: (a) two times for Mr. Ventimiglia; (b) one and one-half times for Messrs. McCarthy and Sa; and (c) one times for Messrs. Rowden and Blatter. Recognizing the importance of building and retaining a competent management team, additional agreements were entered into to provide post-retirement benefits to the above named employees. The terms of the agreements amounts each employee will receive upon the occurrence of certain specified events, including formal retirement on or after a specified age. The agreements generally provide for annual retirement benefit payments of Ninety Thousand Dollars ($90,000) to Mr. Ventimiglia, Seventy Thousand Dollars ($70,000) to Mr. McCarthy, Fifty-Five Thousand Dollars ($55,000) to Mr. Sa, Fifty Thousand Dollars ($50,000) to Mr. Rowden and Forty-Five Thousand Dollars ($45,000) to Mr. Blatter. The annual retirement benefit amount is payable in equal monthly installments over a fifteen (15) year period. In the event of an employee's death, all remaining amounts due are anticipated to be paid to the employee's designated beneficiary over the remaining payout period. Other events which may alter when payment of the annual retirement benefit is to begin, or the amount which is to be paid, include: (a) disability prior to retirement in which case the employee shall be entitled to a lesser benefit payment amount based upon the length of employment; and (b) either termination of employment without cause or constructive termination following a "change of control," in which case the employee is entitled to receive the full annual benefit payment in equal monthly installments for fifteen (15) years beginning in the month following the termination or "change of control." Generally, in those situations where the employee is terminated for cause, or where the employee voluntarily terminates his employment prior to retirement or other event triggering a right to payments under the agreement, the employee is not entitled to the payment of any benefits. 12 16 BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The compensation of the executive officers of the Corporation and the Subsidiaries is reviewed and approved annually by the Board of Directors on recommendation by the Premises, Compensation and Performance Committee (the "Committee"). During 1996, Messrs. Ausonio, Boutonnet, McCarter, Mraule and Thomas were members of the Committee. Messrs. Ventimiglia, McCarthy, Sa, Rowden and Blatter serve as executive officers of the Corporation and/or the Subsidiaries. The Committee's philosophy is that compensation should be designed to reflect the value created for shareholders while supporting the Corporation's strategic goals. The Committee reviews annually the compensation of the executive officers to insure that the Corporation's compensation programs are related to financial performance and consistent generally with employers of comparable size in the industry. Annual compensation for the Corporation's executive officers includes the following components: 1) Base salary is related to the individual officer's level of responsibility and comparison with comparable employers in the industry. 2) Annual cash bonuses are based on individual and Corporation performance. Factors evaluated include the achievement of certain profitability, growth and asset quality standards as established by the Board of Directors. The bonus compensation is funded from the Corporation's pre-tax income. While many of the factors considered in determining whether to award a bonus are objective, the Committee recommendation may also include certain subjective factors as part of the bonus analysis. During 1996, bonuses were recommended by the Committee for each of the named executive officers. See SUMMARY COMPENSATION TABLE. 3) Stock option grants are intended to increase the executive officers' interest in the Corporation's long-term success and to link the interests of the executive officers with those of the shareholders as measured by the Corporation's share price. Stock options are granted at the prevailing market value of the Corporation's Common Stock and will only have value if the Corporation's stock price increases. See SUMMARY COMPENSATION TABLE, OPTION/SAR GRANTS TABLE AND OPTION/SAR EXERCISE TABLE, and notes thereto for further description of stock options. 4) The Corporation matches salary deferred by emplyees participating in its 401(k) Plan at a rate determined annually by the Board of Directors ( 20% of salary deferred for 1996 ). Executive officers are eligible to participate in the 401(k) plan. See SUMMARY COMPENSATION TABLE. 13 17 COMPARISON OF CENTRAL COAST BANCORP SHAREHOLDER RETURN Set forth below is a line graph comparing the annual percentage change in the cumulative total return on the Corporation's Common Stock with the cumulative total return of the SNL Securities Index of National Peer Banks (asset size of $250 million-$500 million) and the S&P 500 as of the end of each of the Corporation's last five fiscal years. [GRAPHIC OMITTED]
PERIOD ENDING -------------------------------------------------------------------------- Index 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 - --------------------------------------------------------------------------------------------------------------------- CENTRAL COAST BANCORP 100.00 114.85 105.18 127.29 168.74 246.11 S&P 500 100.00 107.62 118.47 120.03 165.13 202.89 SNL BANKS ($250M - $500M) INDEX 100.00 136.43 178.91 193.04 260.50 338.26
(1) Assumes that $100.00 was invested on December 31, 1991 in Central Coast Bancorp Common Stock and each index, and that all dividends were reinvested. Returns have been adjusted for stock dividends and stock splits declared by Central Coast Bancorp. Shareholder returns over the indicated period should not be considered indicative of future shareholder returns. 14 18 CHANGES IN CONTROL The corporation knows of no arrangements, including any pledge by any person of securities of the Corporation, the operation of which may, at a subsequent date, result in a change of control of the Corporation. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's directors, executive officers and ten percent or more shareholders of the Corporation's equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of the Corporation's equity securities. Officers, directors and ten percent or more shareholders are required by SEC regulation to furnish the Corporation with copies of all Section 16(a) forms they file. To the Corporation's knowledge, based solely on review of the copies of such reports furnished to the Corporation and written representations that no other reports were required, during the fiscal year ended December 31, 1996, except for directors Souza and Glover, each of whom failed to timely file one report on Form 3, all Section 16(a) filing requirements applicable to its executive officers, directors and beneficial owners of ten percent or more of the Corporation's equity securities appear to have been met. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS TRANSACTIONS WITH MANAGEMENT AND OTHERS There have been no transactions, or series of similar transactions, during 1996, or any currently proposed transaction, or series of similar transactions, to which the Corporation or the Subsidiaries was or is to be a party, in which the amount involved exceeded or will exceed $60,000 and in which any director of the Corporation or the Subsidiaries, executive officer of the Corporation or the Subsidiaries, any shareholder owning of record or beneficially 5% or more of the Corporation's Common Stock, or any member of the immediate family of any of the foregoing persons, had, or will have, a direct or indirect material interest. CERTAIN BUSINESS RELATIONSHIPS There were no business relationships during 1996 of the type requiring disclosure under Item 404(b) of Regulation S-K. INDEBTEDNESS OF MANAGEMENT The Corporation, through the Subsidiaries, has had, and expects in the future to have banking transactions in the ordinary course of its business with many of the Corporation's directors and officers and their associates, including transactions with corporations of which such persons are directors, officers or controlling shareholders, on substantially the same terms (including interest rates and collateral) as those prevailing for comparable transactions with others. Management believes that in 1996 such transactions comprising loans did not involve more than the normal risk of collectibility or present other unfavorable features. Loans to executive officers of the Corporation and the Subsidiaries are subject to limitations as to amount and purposes prescribed in part by the Federal Reserve Act, as amended, and the regulations of the Federal Deposit Insurance Corporation. 15 19 PROPOSAL NO. 2 RATIFICATION AND APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS The firm of Deloitte & Touche LLP served the Corporation and the Subsidiaries as independent public accountants for the 1996 fiscal year. Deloitte & Touche LLP has no interest, financial or otherwise, in the Corporation or the Subsidiaries. The services rendered by Deloitte & Touche LLP during the 1996 fiscal year were audit services, consultation in connection with various accounting matters and preparation of corporation income tax returns. The Boards of Directors of the Corporation and the Subsidiaries approved each professional service rendered by Deloitte & Touche LLP during the 1996 fiscal year, and the possible effect of each such service on the independence of that firm was considered by the Boards of Directors before such service was rendered. Representatives of Deloitte & Touche LLP are expected to be present at the Meeting and will have an opportunity to make a statement if they so desire and to answer appropriate questions. The Board of Directors of the Corporation has selected Deloitte & Touche LLP to serve as the independent public accountants for the 1997 fiscal year and recommend that the shareholders vote FOR approval to ratify the selection of Deloitte & Touche LLP as the Corporation's independent public accountants for the 1997 fiscal year. ANNUAL REPORT The Annual Report of the Corporation containing audited financial statements for the fiscal year ended December 31, 1996 is included in this mailing to shareholders. FORM 10-K A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, IS AVAILABLE TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO THOMAS A. SA, SECRETARY, CENTRAL COAST BANCORP, 301 MAIN STREET, SALINAS, CALIFORNIA, 93901. SHAREHOLDERS' PROPOSALS Next year's Annual Meeting of Shareholders will be held on May 21, 1998. The deadline for shareholders to submit proposals for inclusion in the Proxy Statement and form of Proxy for the 1998 Annual Meeting of Shareholders is December 30, 1997. All proposals should be submitted by Certified Mail - Return Receipt Requested, to Thomas A. Sa, Secretary, Central Coast Bancorp, 301 Main Street, Salinas, California, 93901. 16 20 OTHER MATTERS The Board of Directors knows of no other matters which will be brought before the Meeting, but if such matters are properly presented to the Meeting, proxies solicited hereby will be voted in accordance with the judgment of the persons holding such proxies. All shares represented by duly executed proxies will be voted at the Meeting in accordance with the terms of such proxies. CENTRAL COAST BANCORP Salinas, California April 28, 1997 By:/s/Thomas A Sa -------------------- Thomas A. Sa Secretary 17 21 PROXY PROXY CENTRAL COAST BANCORP Proxy for the Annual Meeting of Stockholders To Be Held May 22, 1997 This Proxy is Solicited on Behalf of the Board of Directors. The undersigned holder of Common Stock acknowledges receipt of a copy of the Notice of Annual Meeting of Shareholders of Central Coast Bancorp and the accompanying Proxy Statement dated April 28, 1997, and revoking any Proxy heretofore given, hereby constitutes and appoints Andrew F. Ausonio, C. Edward Boutonnet, and Nick Ventimiglia and each of them, with full power of substitution, as attorneys and proxies to appear and vote all of the shares of Common Stock of Central Coast Bancorp, a California corporation, standing in the name of the undersigned which the undersigned could vote if personally present and acting at the Annual Meeting of Shareholders of Central Coast Bancorp, to be held at 301 Main Street, Salinas, California on Thursday, May 22, 1997, at 5:30 p.m. or at any postponements or adjournments thereof, upon the following items as set forth in the Notice of Meeting and Proxy Statement and to vote according to their discretion on all other matters which may be properly presented for action at the Meeting or any postponements or adjournments thereof. The above-named proxy holders are hereby granted discretionary authority to cumulate votes represented by the shares covered by this Proxy in the election of directors. UNLESS OTHERWISE SPECIFIED THIS PROXY WILL BE VOTED "FOR" THE FOLLOWING ITEMS: 1. To elect as directors the nominees set forth below: [ ] WITHHOLD AUTHORITY [ ] FOR all nominees listed below to vote for all nominees listed below. (except as marked to the contrary below).
INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list below: Andrew E. Ausonio Richard C. Green Louis A. Souza C. Edward Boutonnet Duncan L. McCarter Mose E. Thomas, Jr. Branford G. Crandall Robert M. Mraule, D.D.S., M.D. Nick Ventimiglia Alfred P. Glover
2. To approve the appointment of Deloitte & Touche LLP as independent public accountants for the 1997 fiscal year. [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. To transact such other business as may properly come before the meeting. 22 THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS AND "FOR" PROPOSAL NO. 2. THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE VOTED "FOR" THE ELECTION OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS AND "FOR" PROPOSAL NO. 2. No. of Common Shares I/We do [ ] or do not [ ] expect to attend this Meeting. Dated:___________________________________, 1997 SHAREHOLDER(S) Please date and sign exactly as your name(s) appear(s). When signing as attorney, executor, administrator, trustee, or guardian, please give full title. If more than one trustee, all should sign. All joint owners should sign. WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----