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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OF THE
SECURITIES EXCHANGE ACT OFof the Securities
Exchange Act of 1934 (AMENDMENT NO.___)(Amendment No. __)
Filed by the Registrant [X][x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
REDDING BANCORP
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(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][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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(4) Date Filed:
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[LETTERHEAD LOGO GRAPHIC OMITTED]
REDDING BANCORP
1951 CHURN CREEK ROAD
REDDING, CALIFORNIA 96002
March 10, 2000April 2, 2001
Dear Shareholder:
We cordially invite you to attend this year's annual meeting in person.
The Annual Meeting of Shareholders of Redding Bancorp will be held at 5:00 p.m.
on April 11, 2000,May 15, 2001, in the lobby of Redding Bank of Commerce located at 1951 Churn
Creek Road, Redding, California, 96002.
The formal notice of the Annual Meeting and the Proxy Statement follows.
A copy of the Redding Bancorp 19992000 Annual Report to Shareholders is also
enclosed.
The Proxy Statement outlines the business to be conducted at the
meeting, which includes the election of directors and the ratification of
Deloitte & Touche LLP as the Company's independent auditors. Your Board of
Directors has approved these proposals and we urge you to vote FOR them.
YouIf you are cordially invitedunable to attend, this year's meeting in
person. However, a form of proxy and pre-addressed
envelope are enclosed for your convenience in voting by proxy. We urge you to
express your views by completing and returning your proxy whether or not you
plan to attend the meeting. This will ensure the voting of your shares if you
are unable to attend. If you do not indicate how you want to vote, your proxy
will be counted as a vote in favor of the proposals. If you fail to return your
proxy, you will in effect vote against the proposals. If you do attend the
meeting, you may withdraw your proxy and vote in person if you choose.
Sincerely,
/s/ RUSSELL L. DUCLOS
Russell L. Duclos
President and
Chief Executive Officer
Redding Bancorp
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[LETTERHEAD LOGO GRAPHIC OMITTED]
REDDING BANCORP
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 11, 2000MAY 15, 2001
To the Shareholders of Redding Bancorp:
The Annual Meeting of Shareholders of Redding Bancorp, a California
corporation (the "Company"), will be held at 5:00 p.m. on Tuesday, April 11,
2000,May 15, 2001,
in the lobby of Redding Bank of Commerce located at 1951 Churn Creek Road,
Redding, California, 96002, for the following purposes:
1. Election of Directors. Election of the following eightnine persons to the Board
of Directors to serve until the 20012002 Annual Meeting of Shareholders and
until their successors shall be elected and qualified:
Robert C. Anderson Kenneth R. Gifford, Jr. Michael C. Mayer
Russell L. Duclos Harry L. Grashoff, Jr.
Welton L. Carrel Eugene L. Nichols
John C. Fitzpatrick David H. Scott
2. Ratification of the Appointment of Independent Auditors. Ratification of the
appointment of Deloitte & Touche LLP as the Company's independent auditors
for the fiscal year ending December 31, 2000.2001.
3. Other Business. Transaction of such other business as may properly come
before the Annual Meeting and any adjournment or postponement thereof.
Shareholders of record as of the close of business on March 1, 20002001 are
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof.
WE URGE YOU TO MARK, SIGN AND DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY
AS POSSIBLE IN THE POSTAGE-PREPAID RETURN ENVELOPE SO THAT, WHETHER YOU INTEND
TO BE PRESENT AT THE ANNUAL MEETING OR NOT, YOUR SHARES CAN BE VOTED. PROXIES
WILL ALSO BE ACCEPTED BY TRANSMISSION OF A TELEGRAM, CABLEGRAM, FACSIMILE OR BY
ORAL TELEPHONIC TRANSMISSION PROVIDED SUCH TRANSMISSION CONTAINS SUFFICIENT
INFORMATION FROM WHICH IT CAN BE DETERMINED THAT THE TRANSMISSION WAS AUTHORIZED
BY THE SHAREHOLDER. THE TRANSFER AGENT'S FACSIMILE NUMBER IS (415) 989-5241.
RETURNING YOUR PROXY WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE ANNUAL
MEETING.
By Order of the Board of Directors,
/S/David H. Scott,
Secretary
Redding, California
March 10, 2000April 2, 2001
REDDING BANCORP
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REDDING BANCORP
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Redding Bancorp, a California corporation, of proxies
in the accompanying form to be used at the Annual Meeting of Shareholders to be
held at 5:00 p.m. on Tuesday, April 11, 2000,May 15, 2001, at 1951 Churn Creek Road, Redding,
California and any adjournment or postponement thereof (the "Annual Meeting").
The Company's principal executive offices are located at 1951 Churn Creek Road,
Redding, California, 96002. Unless otherwise indicated, all references herein to
the "Company" refer to Redding Bancorp, a California corporation, and/or its
subsidiaries.
The shares represented by the proxies received in response to this
solicitation and not revoked will be voted at the Annual Meeting in accordance
with the instructions contained therein. A proxy may be revoked at any time
before it is exercised by filing with the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date or by voting in person
at the Annual Meeting. If no choice is specified in a returned proxy, the shares
will be voted (i) FOR the election of the nominees for director listed in this
Proxy Statement and (ii) FOR the ratification of the appointment of Deloitte &
Touche LLP as the Company's independent auditors for the fiscal year ending
December 31, 2000,2001, as described in the Notice of Annual Meeting and in this
Proxy Statement and, as to any other matter that may be properly brought before
the Annual Meeting, in accordance with the judgment of the proxy holders.
Shareholders of record at the close of business on March 1, 20002001 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As
of the close of business on the Record Date, the Company had 2,629,8132,884,181 shares of
Common Stock outstanding and entitled to vote. The presence in person or by
proxy of the holders of a majority of the Company's outstanding shares of Common
Stock ("Common Stock") constitutes a quorum for the transaction of business at
the Annual Meeting. Abstentions and broker "non-votes" are each included in the
determination of the number of shares present and voting for purposes of
determining the presence of a quorum. A broker "non-vote" occurs when the
nominee holding shares for a beneficial owner does not have discretionary voting
power with respect to that item and has not received instructions from the
beneficial owner. Abstentions will be included in the tabulations of the vote's
cast on proposals presented to the shareholders and therefore will have the
effect of a negative vote. Broker "non-votes" will not be counted for purposes
of determining the number of votes cast for a proposal.
Each holder of Common Stock is entitled to one vote for each share held
as of the Record Date, except that in the election of directors, under
California law, each shareholder may be eligible to exercise cumulative voting
rights and may be entitled to as many votes as shall equal the number of shares
of Common Stock held by such shareholder multiplied by the number of directors
to be elected, and such shareholder may cast all of such votes for a single
nominee or may distribute them among two or more nominees. No shareholder,
however, shall be entitled to cumulate votes (in other words, cast for any
candidate a number of votes greater than the number of shares of Common Stock
held by such shareholder multiplied by the number of directors to be elected)
unless the name(s) of the candidate(s) has (have) been placed in nomination
prior to the voting and a shareholder has given notice at the meeting of the
shareholder's intention to cumulate such shareholder's votes. If any one
shareholder has given notice, all shareholders may cumulate their votes for
candidates in nomination. The candidates receiving the highest number of
affirmative votes of shares entitled to be voted for them, up to the number of
directors to be elected by such shares, shall be elected.
The expense of printing and mailing proxy materials will be borne by the
Company. In addition to the solicitation of proxies by mail, certain directors,
officers and other employees of the Company may make solicitation by personal
interview, telephone or facsimile. No additional compensation will be paid to
such persons for such solicitation. The Company will reimburse brokerage firms
and others for their reasonable expenses in forwarding solicitation materials to
beneficial owners of the Company's Common Stock.
This Proxy Statement and the accompanying form of proxy are being mailed to
shareholders on or about March 10, 2000.
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PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting, it will be proposed to elect eightnine directors, each
to hold office until the next Annual Meeting and until successors shall be
elected and qualified. It is the intention of the proxy holders named in the
enclosed Proxy to vote such Proxies (except those containing contrary
instructions) for the eight nominees named below.
The Board does not anticipate that any of the nominees will be unable to
serve as a director, but if that should occur before the Annual Meeting, the
proxy holders reserve the right to substitute as nominee and vote for another
person of their choice in the place and stead of any nominee unable so to serve.
The proxy holders also reserve the right, if a shareholder properly exercises
his or her right to cumulate votes, to cumulate votes for the election of
directors and cast all of such votes for any one or more of the nominees, to the
exclusion of others, and in such order of preference as the proxy holders may
determine in their discretion, based upon the recommendation of the Board of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
EIGHTNINE NOMINEES FOR DIRECTOR.
Brief summaries of the background and business experience of each of the
nominees covering at least the last five years follow:
Robert C. Anderson, age 67,68, has served as Chairman of the Board of the
Company since the Company's incorporation in January 1982 and is a member of the
loan, executive compensation, asset/liability, audit, long range planning and
executive committees of the Board. Mr. Anderson is thehas retired as mayor of the City
of Redding and is a member of the Redding City Council.Redding.
Russell L. Duclos, age 60,62, has served as President, Chief Executive
Officer and a director of the CompanyRedding Bank of Commerce, a wholly owned
subsidiary of Redding Bancorp ("the Bank") since July 1997. On January 1, 2001,
Mr. Duclos was named President and Chief Executive Officer of the Company. From
1982 to July 1997, he served as Executive Vice President and Chief Credit
Officer of the Company.Bank. Mr. Duclos presently serves on the asset/liability,
executive, loan, and long range planning committees of the Board of Directors.
Welton L. Carrel, age 62,63, has served as a director of the Company since
January 1982. Mr. Carrel is retired. From 1961 to 1989, he was President of
Western Business Equipment d.b.a. Carrel's Office Machines. Mr. Carrel is a
member of the audit, and loan committees of the Board of Directors.
John C. Fitzpatrick, age 64,65, has been a director of the Company since
January 1982. Mr. Fitzpatrick has served as President and Chief Executive
Officer of Pepsi Cola Bottling Company of Northern California since 1986 and
Chief Executive Officer of Carbonated Industries since its inception in 1986.
From 1962 to 1985, Mr. Fitzpatrick was President and Chief Executive Officer of
McCall's Dairy Milk and Ice Cream. Mr. Fitzpatrick also serves as Secretary of
John Fitzpatrick & Sons, Inc., a company engaged in the real estate investment
business. Mr. Fitzpatrick serves as chairman of the long range planning
committee and is a member of the executive, executive compensation, and audit
committees of the Board of Directors.
Kenneth R. Gifford, Jr., age 54,55, has served as a director of the Company
since January 1998. Mr. Gifford has been a director, President and Chief
Executive Officer of Gifford Construction, Inc. since 1972. Mr. Gifford is a
member of the audit, executive compensation and long range planning committees
of the Board of Directors.
Harry L. Grashoff, Jr., age 64,65, and has served as a director of the
Company since January 1982. Mr. Grashoff is retired. From 1982 to July 1997, Mr.
Grashoff was President and Chief Executive Officer of the Company. Mr. Grashoff
serves as chairman of the loan committee and is a member of the executive, long
range planning, and asset/liability committees of the Board of Directors.
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Eugene L. Nichols, age 65,66, has been a director of the Company since
January 1982. He is a General Partner, President and Chief Executive Officer and
founding principal of Nichols, Melburg and Rossetto and Associates, an
architectural firm, a position he has held since 1981. Mr. Nichols serves on the
audit, and long range planning committees of the Board of Directors.
David H. Scott, age 56,57, has been a director of the Company since April
1997. He is Managing Partner of D. H. Scott & Company, a public accounting firm,
a position he has held since 1986. Mr. Scott serves as chairman of the audit and
asset/liability committees and is a member of the executive compensation and
loan committees of the Board of Directors.
Michael C. Mayer, age 44, has served as President, Chief Executive
Officer of the Bank and a director of the Company since January 2001. From April
1997 to January 1999, he served as Executive Vice President and Chief Credit
Officer of the Bank. From January 1999 to January 2001, he served as Executive
Vice President and Chief Operating Officer of the Bank. Prior to joining Redding
Bank of Commerce, Mr. Mayer was Executive Vice President and Chief Credit
Officer at another Northern California independent bank. Mr. Mayer presently
serves on the asset/liability, loan and long range planning committees of the
Board of Directors.
None of the directors were selected pursuant to arrangements or
understandings other than with the directors and shareholders of the Company
acting within their capacity as such. There are no family relationships between
any of the directors, and none of the directors serve as a director of any other
company which has a class of securities registered under, or subject to periodic
reporting requirements of, the Securities Exchange Act of 1934, as amended, or
any company registered as an investment company under the Investment Company Act
of 1940.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has a standing Loan Committee, Executive
Committee, Asset/Liability Committee, Long-range Planning Committee, Executive
Compensation Committee and Audit Committee. The Board has not appointed a
Nominating Committee. The Executive Compensation Committee and Audit Committee
are comprised entirely of independent directors.
Executive Committee
The members of the Executive Committee during 19992000 were Robert C.
Anderson, Russell L. Duclos, John C. Fitzpatrick, and Harry L. Grashoff, Jr. The
Executive Committee held 12 meetings during 1999.2000. The Executive Committee's
functions are to review and discuss all current and pending strategic actions of
the Company.
Loan Committee
The members of the Loan Committee during 19992000 were Robert C. Anderson,
Russell L. Duclos, Harry L. Grashoff, Jr., Welton L. Carrel, and David H. Scott.Scott and
Michael C. Mayer. The Loan Committee held 52 meetings during 1999.2000. The Loan
Committee's functions are to establish credit policy, monitor portfolio quality,
review and approve credits, establish lending limits and monitor the Company's
reserve allowance.
Long-range Planning Committee
The members of the Long-range Planning Committee during 19992000 were Robert
C. Anderson, Russell L. Duclos, Welton L. Carrel, John C. Fitzpatrick, Kenneth
R. Gifford, Jr., Harry L. Grashoff, Jr., and Eugene L. Nichols.Nichols and Michael C. Mayer.
The Long-range Planning Committee held one retreat during 1999.met in November 2000 and January 2001. The
Long-range Planning Committee's functions are to establish short and long term
strategic goals for the Company and approve operating budgets.
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Asset/Liability Committee
The members of the Asset/Liability Committee during 19992000 were Robert C.
Anderson, Russell L. Duclos, Harry L. Grashoff, Jr. and, David H. Scott.Scott and Michael
C. Mayer. The Asset/Liability Committee held three meetings during 1999.2000. The
Asset/Liability Committee's functions are to establish investment policy,
monitor mix and maturity of the loan and investment portfolios and monitor
exposure to interest rate risk.
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Executive Compensation Committee
The members of the Executive Compensation Committee during 19992000 were
Robert C. Anderson, John C. Fitzpatrick, Kenneth R. Gifford, Jr., and David H.
Scott. The Executive Compensation Committee held one meeting during 1999.2000. The
Executive Compensation Committee's functions are to administer the Company's
compensation programs and policies applicable to its executive officers. The
Executive Compensation Committee meets annually to review and reestablish the
salaries of the Company's executive officers, to propose adjustments to the
incentive compensation bonus program. The Executive Compensation Committee also
administers the Company's 1998 Stock Option Plan.
Audit Committee
The members of the Audit Committee during 19992000 were Robert C. Anderson,
Welton L. Carrel, John C. Fitzpatrick, Kenneth R. Gifford, Jr., Eugene L.
Nichols and David H. Scott. The Audit Committee held threefour meetings during 1999.2000.
The Audit Committee's functions are to overseeassist the Company's relationship withBoard of Directors in
fulfilling its independent accounting firm, to reviewresponsibility for oversight of the recommendations of such
accounting firm, to determine whether the recommendationsquality and integrity of the
accounting, firm
are being implementedauditing, and to oversee the internal audit functionreporting practices of the Company. The membership of
the committee consists of at least three directors who are knowledgeable in
financial and accounting matters, including at least one member with accounting
or related financial management expertise. Each member is free of any
relationship that, in the opinion of the board, would interfere with his or her
individual exercise of independent judgement, and shall meet the director
independence requirements for serving on audit committees as set forth in the
corporate governance standards of the NASDAQ.
BOARD OF DIRECTORS MEETINGS
The Board of Directors held 12 meetings during 1999.2000. All directors
attended at least 95% of the aggregate number of meetings of the Board of
Directors and of the committees on which such directors serve.
DIRECTORS' COMPENSATION
Each outside director of the Company receives $900 for each Board of
Directors meeting attended, $500 for each meeting not attended, $250 for each
loan and audit committee meeting attended and $200 for all other committee
meetings attended. Committee chairmen are paid an additional $50 per meeting.
The Chairman of the Board is paid an additional $700 per month, regardless of
the number of meetings attended. Directors are also eligible to participate in
the 1998 Stock Option Plan, as determined by the Executive Compensation
Committee.
In April 1998, options to purchase shares of the Company's Common Stock
were granted to each of the Company's directors as follows: Robert C. Anderson:
45,00049,500 shares, Welton L. Carrel: 27,00029,700 shares, John C. Fitzpatrick: 37,50041,250
shares, Kenneth R. Gifford, Jr.: 18,00019,800 shares, Harry L. Grashoff, Jr.: 37,500
shares, Richard W. Green: 33,000 shares, Charles E. Metro: 27,00041,250
shares, Eugene L. Nichols: 25,50027,540 shares and David H. Scott: 19,50021,450 shares. The
options were granted at an exercise price of $9.07,$8.25, which represented 85% of the
fair market value of the Common Stock on the date of grant as determined by the
Board of
Directors.most recent sale activity posted on the over-the-counter bulletin board. The
options vest at the rate of 20% per year commencing on April 22, 1998. Under the
terms of the 1998 Stock Option Plan, vesting of the options is accelerated in
the event of a change of control (as defined in the 1998 Stock Option Plan),
termination of employment by reason of death or disability, termination of
employment by the Company without cause or in the case of an
outside director, mandatory retirement.
On March 1, 1999, Richard W. Green
retired, resulting in the vesting of 100% of his options as of that date and on
April 30, 1999, Charles E. Metro retired, resulting in the vesting of 100% of
his options as of that date.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 1, 20002001 by (i) each person
who is known by the Company to beneficially own more than five percent of the
Company's Common Stock, (ii) each of the Company's directors, (iii) each of the
Named Executive Officers (as defined on page 8) and (iv) all directors and
executive officers of the Company as a group.
Number of Shares of
Common Stock
# Percentage
Name and Address of Beneficial Owner Beneficially Owned(1) # Percentage of class
- ------------------------------------ --------------------- ---------------------------------
Gilbert and Irene Goetz
P. O. Box 493130
Redding, CA 96049........................ 150,240 5.71%Goetz(2)
1330 Ala Moana Blvd. # 3106
Honolulu, HI 96814........................ 170,364 5.93%
Robert C. Anderson(2)
1951 Churn Creek RoadAnderson(3)
1960 Bechelli Lane
Redding, CA 96002........................ 159,500 6.07%176,350 6.14%
John C. Fitzpatrick(3)
1951 Churn Creek RoadFitzpatrick(4)
P.O. Drawer 994206
Redding, CA 96002........................ 185,670 7.06%96099........................ 220,416 7.67%
Harry L. Grashoff, Jr.(4)
1951 Churn Creek Road(5)
3162 Pinot Path
Redding, CA 96002........................ 153,220 5.83%96001........................ 173,392 6.03%
Welton L. Carrel(5)Carrel(6)....................... 87,840 3.34%102,366 3.56%
Russell L. Duclos(6)Duclos(7)...................... 29,082 1.11%38,590 1.35%
Kenneth R. Gifford, Jr.(7)(8)................ 36,057 1.37%56,382 1.96%
Eugene L. Nichols(8)Nichols(9)...................... 47,742 1.82%51,308 1.79%
David H. Scott(9)......................... 18,300 *
Linda J. Miles(10)Scott(10)........................ 9,00022,609 *
Michael C. Mayer(11)...................... 12,00019,050 *
Linda J. Miles(12)........................ 14,850 *
All directors and executive officers as a
group (10 persons)........................ 888,651 33.55%875,613 30.46%
* Indicates less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect
to securities. Shares of Common Stock subject to options currently
exercisable or exercisable within 60 days of March 1, 2000,2001, are deemed to
be beneficially owned by the person holding such option for the purpose
of computing the percentage ownership of such person but are not treated
as outstanding for the purposes of computing the percentage ownership of
any other person. Except as indicated by footnotes and subject to
community property laws, where applicable, the persons named above have
sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them.
(2) Includes 141,500170,364 shares held by the Irene and Gilbert Goetz Trust, of
which Mrs. Goetz is a co-trustee with Mr. Goetz and shares voting and
investment power with respect to such shares.
(3) Includes 146,650 shares held by the Anderson Family Revocable Living
Trust, of which Mr. Anderson is a co-trustee and shares voting and
investment power with respect to such shares, and 18,00029,700 shares issuable
to Mr. Anderson upon the exercise of options exercisable within 60 days
of March 1, 2000.
(3)2001.
(4) Includes 119,010130,911 shares held by Carbonated Industries Inc., a California
limited partnership, 51,66056,826 shares owned by the Pepsi Profit Sharing Plan
(the "Pepsi Plan") 7,929 shares held by the Elizabeth and 15,000John
Fitzpatrick Trust and 24,750 shares issuable to Mr. Fitzpatrick upon the
exercise of options exercisable within 60 days of March 1, 2000.2001. Mr.
Fitzpatrick is chief executive officer of Carbonated Industries, Inc.,
the general partner of Pepsi, and may be deemed to share voting and
investment power with respect to such shares. Mr. Fitzpatrick is a
participant in the Pepsi Profit Sharing Plan. Mr. Fitzpatrick disclaims
beneficial ownership of such shares except for those shares in which he
has a pecuniary interest.
(4)(5) Includes 125,720134,892 shares held by the Grashoff Family Revocable Trust of
which Mr. Grashoff and his
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wife are co-trustees, 5,6406,204 shares held separately in his spouse's name,
6,8607,546 held individually and 15,00024,750 shares issuable to Mr. Grashoff upon
the exercise of options exercisable within 60 days of March 1, 2000.
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(5)2001.
(6) Includes 76,86084,546 shares held by the Carrel Family Living Trust of which
Mr. Carrel is a co-trustee and shares voting and investment power with
respect to such shares 180 shares held in Mr. Carrel's spouse's name for their
grandchildren and 10,80017,820 shares issuable to Mr. Carrel upon the
exercise of options exercisable within 60 days of March 1, 2000.
(6)2001.
(7) Includes 17,08218,790 shares held by the Duclos Family Trust of whichwhom Mr. Duclos
and his wife are co-trustees, and 12,00019,800 shares issuable to Mr. Duclos
upon the exercise of options exercisable within 60 days of March 1, 2000.
(7)2001.
(8) Includes 28,85741,862 shares held jointly with Mr. Gifford's spouse, 6,600
shares held by Gifford Construction, Inc. and 7,2003,960 shares issuable to
Mr. Gifford upon the exercise of options exercisable within 60 days of
March 1, 2000.
(8)2001.
(9) Includes 1,5001,650 shares held jointly with Mr. Nichols' spouse, 1,098 shares
held separately in his spouse's name, 34,94438,438
individually and 10,20011,220 shares issuable to Mr. Nichols upon the exercise
of options exercisable within 60 days of March 1, 2000.
(9)2001.
(10) Includes 1,645 shares held by the David H. Scott Accountancy Corporation
401(k) Plan, of which Mr. Scott is a trustee and shares voting and
investment power with respect to such shares, 8,8559,739 shares held jointly with Mr. Scott's spouse and 7,80012,870
shares issuable to Mr. Scott upon the exercise of options exercisable
within 60 days of March 1, 2000.
(10)2001.
(11) Includes 4,200 shares held individually by Mr. Mayer and 14,850 shares
issuable to Mr. Mayer upon the exercise of options exercisable within 60
days of March 1, 2001.
(12) Consists of 9,00014,850 shares issuable to Ms. Miles upon the exercise of
options exercisable within 60 days of March 1, 2000.
(11) Includes 9,000 shares issuable to Mr. Mayer upon the exercise of options
exercisable within 60 days of March 1, 2000.
-6-2001.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain summary information concerning
compensation paid to the Company's Chief Executive Officer and two other
officers who were serving as executive officers on December 31, 1999,2000, and whose
aggregate salary and bonus exceeded $100,000 in fiscal 19992000 (the "Named
Executive Officers") and for each of the fiscal years ended December 31, 19981999
and 1997.
1998.
SUMMARY COMPENSATION TABLE
Annual Compensation Long term Annual Compensation compensation
---------------------------- ----------------------
awards
----------------------------- ----------------------------
Securities All Other
Other($) Underlying Compensation
Name and Principal Position Year Salary($Salary ($) Bonus($Bonus ($) Other($)(3)(4) Options(#) ($)(4)(5)
- --------------------------- ---- ---------- --------- -------- ----------- ---------- ------------
Russell L. Duclos 1999 $107,300(1)2000 $109,200(1) $ 99,72087,328 $5,000 30,000 $3,457$2,256
President & Chief Executive Officer 1999 $107,300(2) $ 99,720 $5,000 33,000 $3,457
of the Company 1998 $105,000(2)$105,000(3) $ 80,000 $5,000 - $3,378
Officer 1997 $103,000 $ 74,400 $5,000 - $2,342
Michael C. Mayer 2000 $ 88,400 $ 83,615 $5,000 $2,256
President & Chief Executive Officer 1999 $ 82,000 $ 80,428 $5,000 22,50024,750 $3,985
Executive Vice President &of the Bank 1998 $ 80,000 $ 66,890 $5,000 - $3,584
Chief Credit Officer 1997 $ 50,000 $ 26,250 $5,000 - $1,171
Linda J. Miles 2000 $ 88,400 $ 83,615 $5,000 $2,256
Executive Vice President & 1999 $ 85,000 $ 81,886 $5,000 22,50024,750 $4,029
Executive Vice President & 1998 $ 83,000 $ 83,459 $5,000 - $3,660
Chief Financial Officer 19971998 $ 80,00083,000 $ 70,00083,459 $5,000 - $2,342$3,660
(1) Includes $37,638 deferred by Mr. Duclos pursuant to the Company's Deferred
Compensation Plan.
(2) Includes $20,000 deferred by Mr. Duclos pursuant to the Company's Deferred
Compensation Plan.
(2)(3) Includes $64,265 deferred by Mr. Duclos pursuant to the Company's Deferred
Compensation Plan.
(3)(4) Represents an automobile for business use, for which the Company pays all
expenses, and membership expenses in connection with the use of a private
club for business purposes, particularly for the purpose of entertaining
the Bank's customers. The officers may have derived some personal benefit
from the use of such automobiles and membership. The Company, after
reasonable inquiry, believes that the value of any personal benefit not
directly related to job performance which is derived from the personal use
of such automobile and membership does not exceed $5,000 per year in the
aggregate for any single executive officer.
(4)(5) Represents health insurance premiums paid by the Company.
-7-RELATED PARTY TRANSACTIONS
Certain directors and officers of the Bank and entities with which they are
associated are customers and have transactions with the Bank in the ordinary
course of business. All loans and commitments included in such transactions are
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other persons
and do not involve more than normal risk of collectibility or present other
unfavorable features.
-11-
11
STOCK OPTIONS
The following table summarizes the value of the options held at the end of
fiscal 1999.2000. No options were granted or exercised by the Named Executive
Officers during the fiscal year ended December 31, 1999.2000.
THE NAMED EXECUTIVE OFFICERS
Individual Grants Potential
-------------------------------------------------------------------------------------------------------- Realizable Value at
Number of Percentage of Assumed Annual Rates of
Securities Total Options Stock Price Appreciation
Underlying Granted to Exercise for Option Term(4)
Options Employees in Price Expiration ------------------------
Name Granted(#)(1) Fiscal Year ($/Sh)(2) Date(3) 5%($) 10%($)
- ---- ------------- ------------- ------------------------ ----------- ------------------------------------ ---------
Russell L. Duclos. 30,00033,000 -% $10.67$ 9.70 04/22/08 $199,200 $508,200
Linda J. Miles.... 22,500Michael C. Mayer.. 24,750 -% $10.67$ 9.70 04/22/08 $149,400 $381,150
Michael C. Mayer.. 22,500Linda J. Miles.... 24,750 -% $10.67$ 9.70 04/22/08 $149,400 $381,150
- ------------
(1) The right to exercise these stock options vests on an annual basis over a
five-year period.period from the date of the grant, which was 4/22/98. Under the
terms of the Company's stock plans, the committee designated by the Board
of Directors to administer such plans retains the discretion, subject to
certain limitations, to modify, extend or renew outstanding options and to
reprice outstanding options. Options may be repriced by canceling
outstanding options and reissuing new options with an exercise price equal
to the fair market value on the date of reissue, which may be lower than
the original exercise price of such canceled options.
(2) The exercise price is equal to 100% of the fair market value on the date of
grant as determined by the Board of Directors.
(3) The options have a term of ten years, subject to earlier termination in
certain events related to termination of employment.
(4) The five-five percent and ten percent assumed rates of appreciation are
suggested by the rules of the Securities and Exchange Commission and do not
represent the Company's estimate or projection of the future price of the
Common Stock. No assurance can be given that any of the values reflected in
the table will be achieved.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Securities Underlying Value of
Unexercised Unexercised
Options at In-the-Money Options at
December 31, 1999(#)2000(#)(1) December 31, 1999($2000($)(1)
--------------------------- -------------------------------------------------- ------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
Russell L. Duclos. 6,000 24,000 $67,980 $271,920Duclos.. 13,200 19,800 $63,360 $95,040
Linda J. Miles.... 4,500 18,000 $50,985 $203,940Miles..... 9,900 14,850 $47,520 $71,280
Michael C. Mayer.. 4,500 18,000 $50,985 $203,940Mayer... 9,900 14,850 $47,520 $71,280
- ------------
(1) Based on the fair market value of the Company's Common Stock at December 31,
19992000 of $22.00$14.50 per share less the applicable exercise price per share. The
fair market value of the Company's Common Stock at December 31, 19992000 was
determined based on the last reported sale of the Company's Common Stock in
1999,2000, which occurred on December 29, 1999.
-8-2000.
-12-
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1998 STOCK OPTION PLAN
On February 17, 1998, the Board of Directors adopted the 1998 Stock
Option Plan (the "Plan"), which was approved by the Company's shareholders on
April 21, 1998. The Plan provides for awards in the form of options (which may
constitute incentive stock options ("Incentive Options") under Section 422(a) of
the Internal Revenue Code of 1986, as amended (the "Code"), or nonstatutory
stock options ("NSOs")) to key personnel of the Company, including the directors
of the Company or any subsidiary. The Plan is not qualified under section 401(a)
of the Code or subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended. The Plan provides that Incentive Options under
the Plan may not be granted at less than 100% of fair market value of the
Company's Common Stock on the date of the grant, which means the recipient
receives no benefit unless the Company's Common Stock price increases over the
option term. Under the terms of the Plan, NSOs may not be granted at less than
85% of the fair market value of the Common Stock on the date of the grant. The
purpose of the Plan is to promote the long-term success of the Company and the
creation of shareholder value by (i) encouraging key personnel to focus on
critical long range objectives, (ii) increasing the ability of the Company to
attract and retain key personnel and (iii) linking key personnel directly to
shareholder interests through increased stock ownership. A total of 540,000
shares of the Company's Common Stock are available for grant under the Plan. If
an option granted under the Plan expires, is canceled, forfeited or terminates
without having been fully exercised, the unpurchased shares which were subject
to that option again become available for the grant of additional options under
the Plan.
The Plan is administered by the Executive Compensation Committee of the
Board of Directors. Subject to the terms of the Plan, the Executive Compensation
Committee determines the number of options in the award as well as the vesting
and all other conditions. The Plan provides that all options under the Plan
shall vest at a rate of at least 20% per year from the date of the grant.
Vesting may be accelerated in the event of an optionee's death, disability, or
retirement, or in the event of a change in control (as defined in the 1998 Stock
Option Plan). As of March 1, 2000, the Company had outstanding options to
purchase an aggregate of 377,950 shares of the Company's Common Stock at
exercises prices ranging from $9.07 to $19.00 per share or a weighted average
exercise price per share of $10.45.
EXECUTIVE DEFERRED COMPENSATION PLAN
Effective April 1990, the Board of Directors adopted an Executive
Deferred Compensation plan pursuant to which the Chief Executive Officer of the
Company may elect to defer all or any part of earned compensation to provide for
retirement income. An election to defer compensation continues in effect until
revoked and deferred compensation, together with interest thereon, is payable to
the executive or his or her beneficiary within 30 days after the date of
retirement, death or resignation unless the executive has designated an optional
installment method of payment over a period of up to ten years. The amount of
salary deferral may be changed annually by the executive. The Company also
provides certain additional benefits in the event of the executive's death while
employed by the Company. The Company has purchased a life insurance policy on
the executive and the Company is the owner and beneficiary of the policy. In the
event that upon the executive's death before termination of employment with the
Company and before the attainment of age 65, benefits will be paid to the
executive's beneficiary.
DIRECTORS DEFERRED COMPENSATION PLAN
Effective January 1993, the Board of Directors adopted the Directors
Deferred Compensation Plan (the "Deferred Compensation Plan") pursuant to which
each director of the Company may elect to defer all or any part of the
compensation to which such director would be entitled as a director such as
director's fees or committee fees. An election to defer compensation continues
in effect until revoked and deferred compensation, together with interest
thereon, is payable to the director or his or her beneficiary within 30 days
after the date of death or resignation unless the director has designated an
optional installment method of payment over a period of up to ten years.
Pursuant to the Deferred Compensation Plan, each director may designate one or
more beneficiaries to receive amounts due such director upon such director's
death. Interest on amounts deferred is credited on a monthly basis and
compounded at a rate equal to one half percent above the Company's reference
rate in effect on July 1 of each year. If the Company changes the method of
computing its reference rate, then the Deferred
-9-
13
Compensation Plan provides that the Company's reference rate will be replaced by
the prime rate published in the West Coast edition of the Wall Street Journal.
The Deferred Compensation Plan may be terminated by the Company at any time with
respect to compensation earned on or after the termination date.
PENSION AND LONG-TERM INCENTIVE PLANS
The Board of Directors of the Company adopted an Incentive Profit
Sharing Plan in July 1983, which will remain in effect until terminated by the
Board of Directors. The Incentive Profit Sharing Plan provides that bonuses are
computed on the Company's profits after a 20% return on prior years equity,
before taxes, less any gain on investment securities plus any loss on investment
securities sold. The bonus is paid on the first day of each calendar quarter as
to 70% of the bonus earned for the previous calendar quarter. Upon receipt of
the audited annual statement, the incentive bonus is adjusted and the remainder
of the bonus earned, if any, is paid to the recipients thereof.
The participants in the Incentive Profit Sharing Plan are the Company's
President and Chief Executive Officer, Russell L. Duclos, as to 2.31%of the
profits as defined above; Michael C. Mayer, Executive Vice President and Chief
Credit Officer, as to 1.86%of such profits; and Linda J. Miles, Executive Vice
President and Chief Financial Officer as to 1.93% of such profits. The remainder
of the Company's employees may receive up to 13% of the profits at the
discretion of the President of the Company.
EMPLOYMENT AGREEMENTS
In June 1997, the Company entered into an employment agreement with
Russell L. Duclos, the President and Chief Executive Officer of the Company. The
agreement may be terminated by either the Company or Mr. Duclos, with or without
cause or notice. Unless sooner terminated, the agreement shall automatically
terminate on June 30, 2000. Pursuant to the agreement, Mr. Duclos' initial base
salary was $100,000 per year and is reviewed and adjusted annually. The
agreement also provides that Mr. Duclos shall be eligible to receive profit
sharing compensation pursuant to the Company's Incentive Profit Sharing Plan.
The Company has further agreed to provide Mr. Duclos with the following
additional benefits: (i) an automobile and payment of all necessary and
customary expenses therefor, (ii) a proprietary membership and monthly dues in
the Riverview Country Club for use by Mr. Duclos for business development and
(iii) an annual paid vacation of four weeks. In the event Mr. Duclos is
terminated by the Company for a reason other than cause, the Company is
obligated to pay Mr. Duclos an amount equal to twice his then annual base
salary, which amount is required to be paid over a period of one year.
INDEMNIFICATION MATTERS
The Company's bylaws provide for indemnification of the Company's directors,
officers, employees and other agents of the Company to the extent and under the
circumstances permitted by the California General Corporation Law. The Company's
bylaws also provide that the Company shall have the power to purchase and
maintain insurance covering its directors, officers and employees against any
liability asserted against any of them and incurred by any of them, whether or
not the Company would have the power to indemnify them against such liability
under the provisions of applicable law or the provisions of the Company's
bylaws.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to provisions in the Company's bylaws, the Company has been
informed that, in the opinion of the Securities and Exchange Commission (the
"SEC"), such indemnification is against public policy as expressed in the
Securities Act of 1933, and is therefore unenforceable.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers and
persons who own more than ten percent of a registered class of the Company's
equity securities to file with the SEC initial reports of ownership and reports
of changes of ownership of Common Stock and other equity securities of the
Company. -10-
14
Based upon a review of such reports, the Company believes that all
reports required by Section 16(a) of the Exchange Act to be filed by its
executive officers and directors during the last fiscal year were filed on time.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Executive Compensation Committee of the Board of Directors consists of
four directors, none of whom is an officer or employee of the Company.
-13-
13
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Company's compensation programs and policies applicable to its executive
officers are administered by the Executive Compensation Committee of the Board
of Directors. The Executive Compensation Committee is made up entirely of
nonemployee directors. The members of the Executive Compensation Committee are
Robert C. Anderson, John C. Fitzpatrick, David H. Scott and Kenneth R. Gifford,
Jr.
Compensation Philosophy and Policies
The Company's compensation programs and policies are designed to enhance
shareholder value by aligning the financial interests of the executive officers
of the Company with those of the Company's shareholders. The Executive
Compensation Committee meets annually to review the salaries of executive
officers, to reestablish the base salary, to propose adjustments to the
incentive compensation portion and to establish a discretionary bonus plan if
all performance objectives are met.
The Company's philosophy for granting stock options is based on the
principles of encouraging key employees to remain with the Company and to
encourage ownership thereby providing them with a long-term interest in the
Company's overall performance. Income arising under the 1998 Stock Option Plan
currently does not qualify as performance-based compensation. The Company
intends to retain the flexibility necessary to provide total cash compensation
in line with competitors' practice, the Company's compensation philosophy and
the Company's best interests, including compensation that may not be deductible.
Components of Executive Officer Compensation
There are four primary components of executive compensation: base salary,
incentive bonus, discretionary bonus and options granted under the 1998 Stock
Option Plan.
Base Salary. The annual base salaries of executive officers are reviewed by
the Executive Compensation Committee, taking into consideration the level of
peer group salaries, the overall performance of the Company, the performance of
the portfolio and department under the executive officer's management control
and the individual executive officer's contribution and performance.
The base salary for the Chief Executive Officer for 19992000 was determined by
(i) examining the Company's performance against its preset goals, (ii) comparing
the Company's performance against its peer group competitors, (iii) evaluating
the effectiveness and performance of the Chief Executive Officer and (iv)
comparing the base salary of the Chief Executive Officer to that of other chief
executive officers in the Company's peer group. The total compensation received
by the Company's Chief Executive Officer is detailed in the Summary Compensation
Table.
Incentive Bonus Plan. The Company's Incentive Bonus Plan (the "Bonus Plan")
is a cash-based incentive bonus program. The Bonus Plan provides that bonuses
are computed on the Company's profit after a 20% return on prior years equity,
before income taxes, less any gain on investments securities sold and plus any
losses on investment securities sold. The cash incentive is paid the first week
of each calendar quarter as to 70% of the incentive earned for the previous
calendar quarter. The Company onremaining 30% holdback is paid upon verification and
completion of its audited annual financial statement
makes an adjustment of the incentive bonuses upon receipt. Upon receipt of the
statement, the incentive bonus is adjusted, and the remainder of the bonus, if
any, is paid to the recipients thereof.statements. The Company's President &
Chief Executive Officer earns 2.31%2.21% of the profits as defined above, the
Company's Executive Vice President and Chief Credit Officer earns 1.86%1.85% of the
profits, and the Company's Executive Vice President and Chief Financial Officer
earns 1.93%1.85% of the profits.
-11-
15
Discretionary Bonus. Each year the Executive Compensation Committee
establishes a discretionary bonus plan for the Company's three highest-ranking
executive officers. The bonus is paid if the Company meets certain preset
financial goals set forth in the Company's strategic plan.
-14-
14
For 1999,2000, the Company's financial goals included a shareholder return of at
least 18%, net income of at least $4,500,000 and a return on assets of at least
one and ninety hundredths percent. Because the goals were met for 1999,2000, Russell
L. Duclos was awarded a discretionary bonus of $25,000, and Michael C. Mayer and
Linda J. Miles and Michael C.
Mayer each were awarded $20,000.
Stock Options. Under the Company's compensation philosophy, ownership of the
Company's Common Stock is a key element of executive compensation. The grant of
a stock option is intended to retain and motivate key executives and to provide
a direct link with the interest of the shareholders of the Company. In general,
stock option grants are determined based on (i) prior award levels, (ii) total
awards received to date by the individual executives, (iii) the total stock
award to be made and the executive's percentage participation in that award,
(iv) the executive's direct ownership of Company Common Stock, (v) the number of
options vested and nonvested and (vi) the options outstanding as a percentage of
total shares outstanding. The Company's executive officers were not awarded
stock options in 1999.2000.
Respectfully submitted,
Robert C. Anderson
John C. Fitzpatrick
David H. Scott
Kenneth R. Gifford, Jr.
-12--15-
15
REPORT OF THE AUDIT COMMITTEE
In accordance with its written charter adopted by the Board of Directors
("Board"), the Audit Committee of the Board ("Committee") assists the board in
fulfilling its responsibility for oversight of the quality and integrity of the
accounting, auditing, and reporting practices of the Company and other such
duties as directed by the board. The membership of the committee consists of at
least three directors who are generally knowledgeable in financial and auditing
matters, including at least one member with accounting or related financial
management expertise. Each member of the committee is free of any relationship
that, in the opinion of the board, would interfere with his or her individual
exercise of independent judgement, and meet the director independence
requirements for serving on audit committees as set forth in the corporate
governance standards of the NASDAQ.
During the current year, the Committee met three times. The Chairman of the
Committee reviewed the financial information contained in each of the quarterly
press announcements with the CFO and independent auditors prior to public
release.
In discharging its oversight responsibility with respect to the Audit
process, the Committee obtained from the independent auditors (the Company
considers all outside auditing consultants as "Independent auditors") a formal
written statement describing all relationships between the auditors and the
Company that might bear on the auditors' independence consistent with
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," discussed with the auditors any relationships that may impact
their objectivity and independence and satisfied itself as to the auditor's
independence. The Committee also discussed with management and the independent
auditors the quality and adequacy of Redding Bancorp's internal controls and the
internal audit function's organization, responsibilities, budget and staffing.
The Committee reviewed with the independent auditors their audit plans, audit
scope and identification of audit risks.
The Committee discussed and reviewed with the independent auditors all
communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees," and discussed and reviewed the results of
the independent auditors audit of the financial statements. The Committee also
discussed the results of the internal audit examinations.
The Committee reviewed the audited financial statements of Redding Bancorp
as of and for the year ended December 31, 2000, with management and the
independent auditors. Management has the responsibility for the preparation of
Redding Bancorp's financial statements and the independent auditors have the
responsibility for the audit of those statements.
Based on the above-mentioned review and discussions with management and the
independent auditors, the Committee recommended to the Board that Redding
Bancorp's audited financial statements be included in its annual Report on Form
10-K for the year ended December 31, 2000, for filing with the Securities and
Exchange Commission.
PRINCIPAL ACCOUNTING FIRM FEES
Audit Fees
The aggregate fees billed by Deloitte & Touche LLP, the member firms of Deloitte
Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte") for
professional services rendered for the audit of the Company's annual financial
statements for the fiscal year ended December 31, 2000 and for the reviews of
the financial statements included in the Company's Quarterly Reports on Form
10-Q for that fiscal year were $93,500.
Financial Information Systems Design and Implementation Fees
Deloitte did not render any professional services for information technology
services relating to financial information systems design and implementation for
the fiscal year ended December 31, 2000.
-16-
16
All Other Fees
The aggregate fees billed by Deloitte for services rendered to the Company,
other than the services described above under "Audit Fees" and "Financial
Information Systems Design and Implementation Fees", for the fiscal year ended
December 31, 2000 were $32,431.
The audit committee has considered whether the provision of non-audit services
is compatible with maintaining the principal accountant's independence.
Respectfully submitted,
David H. Scott, Chairman of the Audit Committee
Robert C. Anderson
John C. Fitzpatrick
Welton L. Carrel
Kenneth R. Gifford, Jr.
Eugene L. Nichols
-17-
17
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the Company's cumulative total return to
shareholders during the past five years with that of the Standard & Poor's 500
Composite Stock Index (the "S&P") and the SNL Securities less thanLess Than $250M Bank
Asset-Size Index (the "SNL Securities Index"). The stock price performance
shown on the following graph is not necessarily indicative of future performance
of the Company's Common Stock.
REDDING BANCORP[PERFORMANCE GRAPH]
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
- ----------------------------------------------------------------------------------------
Redding Bancorp 100.00 92.11 94.92 162.75 210.05 151.18
S&P 500 100.00 122.86 163.86 210.64 254.97 231.74
SNL Less Than $250M Bank Index 100.00 126.34 206.17 195.98 172.09 170.38
STOCK PERFORMANCE GRAPH(1)
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
Redding Bancorp 100 101.98 103.55 107 180.7 223.23
S&P 500 100 137.58 169.03 225.44 289.79 350.78
SNL 100 140.62 177.67 289.92 275.6 242
SNL SECURITIES LC (C)20002001 (804) 977-1600
(1) Assumes $100 invested on December 31, 1994,1995, in the Company's Common Stock,
the S&P and the SNL Securities Index. Assumes reinvestment of dividends. Source:
SNL Securities (share prices for the Company's Common Stock was furnished to SNL
Securities by the Company).
-13--18-
1718
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Company has elected to submit the appointment of auditors to the
shareholders for ratification each year, but is not required to do so, and in
the event the appointment is not approved by shareholders, management will
review the future selection of auditors.
Upon the recommendation of the Audit Committee, the Board of Directors has
appointed the firm of Deloitte & Touche LLP as the Company's independent
auditors for the fiscal year ending December 31, 2000,2001, subject to ratification
by the shareholders. Representatives of Deloitte & Touche LLP are not expected
to be present at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF DELOITTE &
TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEARS ENDINGYEAR ENDED DECEMBER 31,
2000.
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROPOSALS,
NOMINATION OF DIRECTORS AND OTHER SHAREHOLDER BUSINESS
Under the Rules of the SEC, if a shareholder wants to include a proposal in
the Company's Proxy Statement and form of proxy for presentation at the
Company's 20012002 Annual Meeting of Shareholders, the proposal must be received by
the Company at its principal executive offices by November 20, 2001.
Under the Company's bylaws, as permitted by the SEC, certain procedures are
provided which a shareholder must follow to nominate persons for election as
directors or to introduce an item of business at an annual meeting of
shareholders.
Nomination of directors must be made by notification in writing delivered or
mailed to the President of the Company at the Company's principal executive
offices not less than 30 days or more than 60 days prior to any meeting of
shareholders called for election of directors. The Company's annual meeting of
shareholders is generally held on the third Tuesday of April.May. If the Company's
20012002 Annual Meeting of Shareholders is held on schedule, the Company must
receive notice of any nomination no earlier than February 18, 2001,20, 2002, and no later
than March 19, 2001.20, 2002. The Chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedures.
If the Chairman of the meeting acknowledges the nomination of a person not made
in compliance with the foregoing procedures, the persons named as proxies in the
proxy materials relating to that meeting will use their discretion in voting the
proxies when the nomination is made at the meeting.
Notice of any business item proposed to be brought before an annual meeting
by a shareholder must be received by the Secretary of the Company not less than
70 days or more than 90 days before the annual meeting. If the Company's 20012002
Annual Meeting of Shareholders is held on schedule, the Company must receive
notice of any proposed business item no earlier than January 19,
2001,20, 2002, and no
later than February 7, 2001.2002. If the Company does not receive timely notice, the
Company's bylaws preclude consideration of the business item at the annual
meeting.
The Company's bylaws also provide that notices regarding nomination of
directors must contain certain information about the director nominee. With
respect to notice of a proposed item of business, the bylaws provide that the
notice must include a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
certain information regarding the shareholder giving the notice. Shareholders
may obtain a copy of the Company's bylaws by sending a written request to the
Secretary of the Company at the Company's principal executive offices.
-19-
19
OTHER BUSINESS
The Company knows of no other business that will be presented at the Annual
Meeting. If any other business is properly brought before the Annual Meeting, it
is intended that proxies in the enclosed form will be voted in accordance with
the judgment of the persons voting the proxies.
-14-
18
Whether or not you intend to be present at the Annual Meeting, we request
you to return your signed proxy promptly.
By Order of the Board of Directors,
/s/ DAVID H. SCOTT
David H. Scott, Secretary
Redding, California
March 10, 2000
-15-April 2, 2001
-20-
19
REDDING BANCORP
This proxy20
APPENDIX A
AUDIT COMMITTEE CHARTER
To comply with the fiduciary responsibility in protecting the assets of the bank
for its customers and shareholders, the Board of Directors believes that it is
solicited on behalfprudent to adopt a sound and extensive audit committee charter.
Role and Independence
The audit committee of the Board of Directors assists the board in fulfilling
its responsibility for oversight of the quality and integrity of the accounting,
auditing, and reporting practices of the Company and other such duties as
directed by the board. The membership of the committee shall consist of at least
three directors who are generally knowledgeable in financial and auditing
matters, including at least one member with accounting or related financial
management expertise. Each member shall be free of any relationship that, in the
opinion of the board, would interfere with his or her individual exercise of
independent judgement, and shall meet the director independence requirements for
serving on audit committees as set forth in the corporate governance standards
of the NASDAQ.
The committee is expected to maintain free and open communication (including
private executive sessions at least annually) with the independent accountants,
the internal auditors and the management of the Company. In discharging this
oversight role, the committee is empowered to investigate any matter brought to
its attention, with the full power to retain counsel or other experts for this
purpose.
The Board of Directors shall appoint one member of the audit committee as
chairperson. This person plays a pivotal role in audit committee effectiveness.
He or she will be responsible for the leadership of the committee, including
preparing the agenda, presiding over meetings, making committee assignments, and
reporting to the Board of Directors. The chairperson will also maintain regular
liaison with the President, Chief Operating Officer, Chief Financial Officer,
and the lead independent audit partner.
Responsibilities
The audit committee's primary responsibilities include:
- - Recommending to the board the independent accountant to be selected or
retained to audit the financial statements of the Company. In doing so, the
committee will request from the auditor a written affirmation that the
auditor is in fact independent, discuss with the auditor any relationships
that may impact the auditor's independence, and recommend to the board any
actions necessary to oversee the auditor's independence.
- - Overseeing the independent auditor relationship by discussing with the
auditor the nature and rigor of the audit process, receiving and reviewing
audit reports, and providing the auditor full access to the committee (and
the board) to report on any and all appropriate matters.
- - Providing guidance and oversight to the internal audit activities of the
Company, including reviewing the organization, plans and results of such
activities.
- - Reviewing the audited financial statements and discussing them with
management and the independent auditor. These discussions shall include
consideration of the quality of the Company's accounting principles as
applied in its financial reporting, including review of estimates, reserves
and accruals, review of judgmental areas, review of recorded audit
adjustments and any other inquiries as may be appropriate.
- - Reviewing with management the quarterly financial information filed in the
Company's Form 10-Q. This review may be performed by telephone in a joint
conference call with the Chairman of the Audit Committee and the Chief
Financial Officer.
- - Discussing with management the internal auditors and the external auditors
the quality and adequacy of the Company's internal controls.
- - Discussing with management the status of pending litigation, taxation
matters and other areas of oversight to the legal and compliance area as may
be appropriate.
- - Reporting audit committee activities to the full board and issuing annually
a report to be included in the proxy statement (including oversight
conclusions) for submission to shareholders.
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It is the policy of the Board of Directors that a system of internal controls be
maintained sufficient to provide reasonable assurance that assets are
safeguarded, transactions are properly authorized and recorded, and reasonable,
detailed records are maintained which accurately reflect the financial
activities.
To monitor the effectiveness of the system of internal controls, the Board of
Directors established an audit and review policy as follows:
AUDIT AND REVIEW - CERTIFIED PUBLIC ACCOUNTING FIRM
It is the policy of the Board of Directors to engage a qualified certified
public accounting firm to conduct a full audit of financial statements at least
once annually. This will constitute the annual "Director examination". Credit
quality reviews are scheduled annually to support the audit and may be performed
by parties other than the certified public accounting firm selected to conduct
the financial statement audit.
AUDIT AND REVIEW - IN HOUSE
The Board of Directors recognizes that it is not necessary or economically
feasible for the Bank to employ a full time internal auditor. However, the Audit
committee may elect to have an outside auditor perform audits of policies and
procedures and an outside auditor to perform an independent loan review for
compliance, documentation and appropriate grading.
Although outside consultants, these auditors will be considered our "In-house"
auditors. The audit committee will outline the scope of the audits on an annual
basis, and will communicate the scope with the auditors.
The Director's Audit Committee may consult with and have the Company's Certified
Public Accountants review the scope and work papers of the in-house auditors,
and make a recommendation to the Board of Directors as to the need to employ a
full time internal auditor.
EXAMINATION AND REVIEW - REGULATORY AGENCIES
It is the policy of the Board of Directors that results from examinations and
audits conducted by Regulatory Agencies such as the Department of Financial
Institutions, Federal Reserve Board and the FDIC are fully disclosed to the
Board of Directors. Further, it is Board policy that at least one representative
from the Directors audit committee will be included in the exit review conducted
by regulatory personnel with the management of the Company.
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22
REDDING BANCORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting of Shareholders of Redding Bancorp and the accompanying Proxy Statement
dated March 10,2000 and revoking any proxy heretofore given, hereby
constitute(s) and appoint(s) Robert C. Anderson and Russell L. Duclos, and each
of them with full power of substitution, as attorney and proxy of the
undersigned, to attend the 20002001 Annual Meeting of Shareholders of Redding
Bancorp to be held at 5:00p.m. on April 11, 2000,May 15, 2001, in the lobby of Redding Bank of
Commerce located at 1951 Churn Creek Road, Redding, California, and any
adjournment or postponement thereof, and to vote the number of shares the
undersigned would be entitled to vote if personally present as indicated on the
reverse.
(Continued, and to be marked, dated and signed, on the other side)
Fold and Detach Here
- --------------------------------------------------------------------------------
This proxy when properly executed will be voted in the manner, directed by the
undersigned shareholder. If no direction is made, this proxy will be voted for
all nominees listed under Item 1 and in favor of Item 2.
The Board of Directors recommends a vote FOR Items 1 through 2, below.
1. ELECTION OF DIRECTORS [ ] For all nominees listed to the left (except as marked to
the contrary
Nominees: 01 Robert C. Anderson [ ] WITHHOLD AUTHORITY to vote for all nominees
02 Russell L. Duclos, 03 Kenneth R. Gifford, Jr. listed to the left
04 Harry L. Grashoff, Jr., 05 Welton L. Carrel
06 Eugene L. Nichols, 07 John C. Fitzpatrick, and 08 David H. Scott,
and 09 Michael C. Mayer
(INSTRUCTION: To withhold authority to vote for any individual nominee, cross
out that nominee's name listed above.)
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE, LLP AS THE COMPANY'S
INDEPENDENT AUDITORS.
[ ] For [ ] Against [ ] Abstain
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.
Please sign exactly as the name appears herein. When
Shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY Trustee or guardian, please give full title as such.
PROMPTLY USING THE ENCLOSED ENVELOPE. If a corporation, please sign in full corporate name
By President or other authorized officer. If a
partnerShip please sign in partnership name by
authorized person.
_________________________________________________
Signature
_________________________________________________
Signature
Date: _____________________________________, 2000
-16-PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
Please sign exactly as the name appears herein. When Shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
Trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name By President or other authorized officer. If a
partner- Ship please sign in partnership name by authorized person.
- -------------------------------
Signature
- -------------------------------
Signature
Date:_____________________,2001
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2023
Fold and Detach Here and Read the Reverse Side
Vote by telephone
Quick ** Easy ** Immediate
YOUR VOTE IS IMPORTANT! -- YOU CAN VOTE IN ONE OF TWO WAYS:
1. TO VOTE BY PHONE: Call toll-free 1-800-840-1208 on a touch-tone telephone
24-hours a day 7 days a week.
There is NO CHARGE to you for this call. - Have your proxy card in hand.
You will be asked to enter a Control Number, which is located in the box in the
lower right hand corner of this form.
- --------------------------------------------------------------------------------
OPTION 1: To vote as the Board of Directors recommends on ALL proposals,
press 1.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
OPTION 2: If you choose to vote on each Proposal separately, press 0. You will
hear these instructions.
- --------------------------------------------------------------------------------instructions:
Proposal 1 - To vote FOR ALL Nominees, Press 1; to WITHHOLD FOR ALL nominees,
press 9, to WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listedlisten to the
instructionsinstructions.
Proposal 2 - To vote FOR, press 1; AGAINST, press 9, ABSTAIN, Press 0.0 and listen
to the instructions.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
The instructions are the same for all remaining proposals.
OR
2. VOTE BY PROXY: Mark, sign and date your proxy card and return promptly in
the enclosed envelope.
NOTE: If you vote by telephone, THERE IS NO NEED TO MAIL BACK your Proxy Card.
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