SCHEDULE 14A
Reg. 240.14a-101
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 141-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Reg. 240.14(A)-
11(c) or Reg. 240.14a-12
Calvin B. Taylor
Bankshares, Inc
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Rules
14a-6(i)(1) and 0-11.
1) Title of each class of securities to
which transaction applies:
2) Aggregate number of Securities to which
transaction applies:
3) Per unit price or other underlying value
of transaction computed puruant to Exchange
Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how
it was determined):
4) Proposed maximum aggregate value of
transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by
registration
statement number, or the Form or Schedule and the
date of its filing.
1) Amount previously paid
2) Form, Schedule or registration Statement No.
3) Filing Party:
4) Date Filed:
CALVIN B. TAYLOR BANKSHARES, INC.
P. O. Box 5, 24 N. Main Street, Berlin, Maryland
21811
PROXY STATEMENT FOR
ANNUAL MEETING OF
SHAREHOLDERS
To be held on May
7, 1997
This proxy statement is furnished in
connection with the solicitation of proxies for use
at the Annual Meeting of Shareholders (the
"Meeting") of Calvin B. Taylor Bankshares, Inc. (the
"Company") to
be held on May 7, 1997 at 2:00 P.M. and at the
adjournment thereof, for the purposes set forth in
this Proxy Statement. THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY. The principal Executive Office of this
Company is 24 North Main Street, Berlin, Maryland
21811. The Proxy Statement and the accompanying
Form of Proxy were first mailed to the shareholders
on or about April 2, 1997.
VOTING AND REVOCABILITY OF PROXY APPOINTMENTS
The Company has fixed April 2, 1997, as the
record date (the "Record Date") for determining the
shareholders entitled to notice of and to vote at
the meeting. The Company's only stock is its Common
Stock, par value $1.00 per share (the "Common
Stock"). At the close of business on the Record
Date, there were outstanding and entitled to vote
810,000 shares of Common Stock of the Company, with
each share
being entitled to one vote. There are no cumulative
voting rights. A majority of the outstanding shares
of Common Stock represented at the Meeting, in
person or by proxy, will constitute a quorum.
All proxies will be voted in accordance with
the instructions contained in the proxies. If no
choice is specified, proxies will be voted "FOR" the
re-election of the Board of Directors of all
nominees listed below under "ELECTION OF DIRECTORS,"
"FOR" the ratification of the appointment of Rowles
and
Company as independent auditors for the Company for
the fiscal year ending December 31, 1997, "FOR"
Calvin B. Taylor Bankshares, Inc. to form and
acquire a bank in Delaware, and at the proxy
holder's discretion, on any other matter that may
properly come before the Meeting. Any shareholder
may revoke a proxy given pursuant to this
solicitation prior to the Meeting by delivering an
instrument revoking it or by delivering a duly
executed proxy bearing a later date to the Secretary
of the Company. A shareholder may elect to attend
the meeting and vote in person even if he or she has
a proxy outstanding.
Management of the Company is not aware of
any other matter to be presented for action at the
meeting other than those mentioned in the Notice of
Annual Meeting of Shareholders and referred to in
this Proxy Statement. If any other matters come
before the meeting, it is the intention of the
persons named in the enclosed Proxy to vote on such
matters in accordance with their judgment.
SOLICITATION
The costs associated with preparing,
assembling, and mailing the proxy materials and of
reimbursing those aforementioned for the out-of-
pocket and clerical expenses of transmitting copies
of the proxy materials to the beneficial owners of
shares held of record, will be borne by the Company.
ITEM 1: ELECTION OF DIRECTORS
Article II of the Company's Articles of
Incorporation, and Section 2.03 of the Company's By-
Laws, as amended, provide that the Company's Board
of Directors, each thereof, shall serve a one year
term, expiring on the first Wednesday of May.
Furthermore, the aforementioned shall be elected on
that same Wednesday for a one year term.
It is the intention of the persons named as
proxies in the accompanying proxy to vote FOR the
election of the nominees identified below to serve
for a one year term, expiring Wednesday, May 6,
1998, at the Annual Meeting of Shareholders. Should
any nominee be unable or fail to accept nomination
or election (which is not anticipated), the persons
named as proxies in the proxy, unless otherwise
specifically instructed in the proxy, will vote for
the election in his stead for any such other person
as the Company's existing Board of Directors.
The Directors shall be elected by a
plurality of the votes cast at the meeting.
The table below sets forth certain information about
the nominees and officers, including age,
position with the Company, and position with the
Calvin B. Taylor Banking Co. (the "Bank), the
Company's wholly owned banking subsidiary. All of
the nominees are currently Directors of the Company
and the Bank and are nominated as Directors. Each
of the nominees has been a Director of the Company
since its formation on October 31, 1995.
Title or
Position with the
Name Age Corporation
Title or Position with the Bank
James R. Bergey, Jr. 41 Director Director
James R. Bergey, Sr. 62 Director,
Senior Vice Director, Senior
Vice
President, and
Secretary President, and Manager
of Ocean
City
Branches Richard L. Bunting 67 Director
Director
John H. Burbage, Jr. 53 Director Director
Reese F. Cropper, Jr. 54 Director,
President, and Director,
President, and
Chief Executive
Officer Chief Executive Officer
Hale Harrison 49 Director Director
Gerald T. Mason 48 Director Director
Joseph E. Moore 53 Director Director
Horace D. Quillin, Sr. 68 Director Director
Michael L. Quillin, Sr. 57 Director Director
Hugh F. Wilde, Sr. 68 Director Director
Executive Officer
William H. Mitchell 47 Treasurer Vice
President
and Cashier
Directors:
Mr. James R. Bergey, Jr. was first elected
as a Director of the Bank on February 2, 1994. His
current term expires May, 1997. Mr. Bergey became a
Director of the Company on October 31, 1995. Mr.
Bergey is a Certified Public Accountant and a
Partner with Faw, Casson, & Co., LLP in Ocean City,
Maryland. He is also Chairman of the Board of
Directors of Atlantic General Hospital in Berlin,
Maryland.
Mr. James R. Bergey, Sr. was first elected
as a Director of the Bank on February 4, 1987. His
current term expires May, 1997. Mr. Bergey became a
Director, Senior Vice President, and Secretary of
the Company on October 31, 1995. Mr. Bergey has been
employed by the Bank since 1954.
Mr. Richard L. Bunting was first elected
Director of the Bank on February 3, 1988. His
current term expires May, 1997. He is also a member
of the Bank's Executive Committee. Mr. Bunting
became a Director
of the Company on October 31, 1995. He is the
retired President and part-owner of William B.
Tilghman Co., in Pocomoke, Maryland.
Mr. John H. Burbage, Jr. was first elected
as a Director of the Bank on February 4, 1987. His
current term expires May, 1997. Mr. Burbage became
a Director of the Company on October 31, 1995. Mr.
Burbage
is the owner of Mystic Harbour Development Co.,
Mystic Harbour Utility Co., Bethany Land Co., and
Style Guide Clothing Stores.
Mr. Reese F. Cropper, Jr. has been employed
by the Bank since May, 1962 and was elected
President in January, 1974. Mr. Cropper was first
elected Director of the Bank on March 6, 1974. His
current
term expires May, 1997. He is a member of the
Executive Committee of the Bank. Mr. Cropper became
President, Chief Executive Officer, and a Director
of the Company on October 31, 1995. He is the past
President of the Maryland Bankers Association and he
served a six year term as a member of the Banking
Board of the State of Maryland from 1983 to 1989.
Mr. Cropper is also a Director of the Atlantic
General Hospital Corporation.
Mr. Hale Harrison was first elected as a
Director of the Bank on January 8, 1975. His
current term expires May, 1997. Mr. Harrison became
a Director of the Company on October 31, 1995. He
owns and operates several motels and restaurants in
Ocean City, Maryland. Mr. Harrison serves as a
member of the Board of Directors and as a member of
the finance committee of Atlantic General Hospital.
Mr. Gerald T. Mason was first elected as a
Director of the Bank on February 2, 1994. His
current term expires May, 1997. Mr. Mason became a
Director of the Company on October 31, 1995. Mr.
Mason is the Administrator for Worcester County and
serves as a Director of Hospice.
Mr. Joseph E. Moore was first elected
Director of the Bank on November 3, 1976. His
current term expires May, 1997. Mr. Moore became a
Director of the Company on October 31, 1995. Mr.
Moore is a Partner at the law firm Williams,
Hammond, Moore, Shockley & Harrison, P.A. He is the
Chairman of the Berlin Board of Zoning Appeals and a
member of the Board of Directors at Atlantic General
Hospital.
Mr. Horace D. Quillin, Sr. was first elected
as Director of the Bank on August 2, 1972. His
current term expires May, 1997. Mr. Quillin became
a Director of the Company on October 31, 1995. He
is the Chairman of the Executive Committee. He is
the retired owner and operator of Berlin Ice Company
in Berlin,
Maryland.
Mr. Michael L. Quillin, Sr. was first
elected Director of the Bank on December 6, 1978.
His current term expires May, 1997. Mr. Quillin
became a Director of the Company on October 31,
1995. Mr. Quillin owns and operates several motels
in Ocean City, Maryland. He is a Director and
Treasurer of the Quillin Foundation. Mr. Quillin is
also a member of the Ocean City Chamber of Commerce.
Mr. Hugh F. Wilde, Sr. was first elected as
a Director of the Bank on December 12, 1967. His
current term expires May, 1997. Mr. Wilde became a
Director of the Company on October 31, 1995. He is
the
President of the Executive Corporation and a Partner
in W.I.I. Ltd. Partnership. Mr. Wilde operates a
motel in Ocean City, Maryland and is a member of the
Ocean City Chamber of Commerce.
Executive Officer:
Mr. William H. Mitchell has been employed by
the Bank since June 1970. He became Vice
President of the Bank on February 3, 1988. Mr.
Mitchell became Cashier of the Bank on February 5,
1986. He became Treasurer of the Corporation on
October 31, 1995. Mr. Mitchell is not a Director,
therefore he is not up for election.
There are two sets of directors that have a
family relationship. Mr. James R. Bergey, Sr. is
the father of Mr. James R. Bergey, Jr.; and Mr.
Reese F. Cropper, Jr. and Mr. Joseph E. Moore are
first cousins.
None of the Directors of the Company and the Bank
have been involved in any administrative or
criminal proceedings. Mr. Mitchell, of the Company
and the Bank, has not been involved in any
administrative or criminal proceedings.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" THE ELECTION OF THE
NOMINEES NAMED ABOVE.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
EXECUTIVE OFFICERS OF THE COMPANY
The table below presents a summary of the
compensation for the last three fiscal years of Mr.
Reese F. Cropper, Jr., Chief Executive Officer and
President of the Company and Bank, and Mr. James R.
Bergey, Sr., Senior Vice President and Secretary of
the Company and Bank. No other executive officers
of the Company and Bank received an annual salary
and bonus which exceeded $100,000 during any of the
past three fiscal years.
Annual Compensation
All Other
Name and Principal Position Year Salary
Bonus Compensation(1)
Reese F. Cropper, Jr. - President 1996
$142,509 $5,720 $3,153
and Chief Executive Officer
1995 115,623
$4,818 2,299
1994 104,832
4,368 1,485
James R. Bergey, Sr., Senior
Vice President and Secretary 1996 $102,959
$4,136 $1,411
1995 93,640
3,760 1,432
1994 87,730
3,520 1,257
(1) Represents benefits paid by the bank in
connection with the use of an automobile.
Directors of the Company received a fee of
$400 for each board meeting attended and $400 for
each of the Bank's executive committee meetings
attended. The Company also paid a Director Emeriti
fee of $160 for each board meeting attended. Two
Directors, Richard L. Bunting and Horace D. Quillin,
Sr., are paid by
salary rather than a director's fee. Mr. Bunting
and Mr. Quillin each received a salary of $29,744
for 1996. The total fees paid by the Company to
Directors, not including Mr. Bunting and Mr.
Quillin, during 1996,
were $61,200.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange Act
of 1934 requires (i) the Company's Directors and
Executive Officers and (ii) persons who own more
than 10% of a registered class of the Company's
equity securities to file with the Securities and
Exchange Commission (the "SEC"), within certain
specified time periods, reports of ownership and
changes in ownership. Such Officers, Directors, and
Shareholders are required by the SEC regulations to
furnish the Company with copies of all such reports
that they file.
To the Company's knowledge, based solely
upon a review of such copies of such reports
furnished to the Company and representations that no
other reports were required with respect to the year
ended December 31, 1996, all persons subject to the
reporting requirements of Section 16(a) filed the
required reports on a timely basis with respect to
1996.
PRINCIPAL SHAREHOLDER AND SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the number
and percentage of outstanding shares of the
Company's Common Stock beneficially owned at the
record date by (a) each Executive Officer of the
Company, (b) each Director of the Company, (c) all
Directors and Executive Officers of the Company as a
group, and (d) each person or entity known to the
Company to own more than five percent of the
outstanding Common Stock.
Shares of Common
Stock Beneficially Owned by Directors
Name and Address Relationship to
Company Number Percent(1)
James R. Bergey, Jr. Director
1800 .2%
6213 South Point Road
Berlin, Maryland 21811
James R. Bergey, Sr. Director, Vice
President
100 20th Street and Secretary
7360 .9%
Ocean City, Maryland 21842
Richard L. Bunting Director
100 .01%
1911 Buck Harbor Road
Pocomoke, Maryland 21851
John H. Burbage, Jr. Director
11,230 1.38%
7 Main Street
Berlin, Maryland 21811
Reese F. Cropper, Jr. Director, President
and
9620 Ocean View Lane Chief Executive
Officer 24,856 3.06%
Ocean City, Maryland 21842
Name and Address Relationship to
Company Number Percent(1)
Hale Harrison Director
10,834 1.33%
1552 Teal Drive
Ocean City, Maryland 21842
Gerald T. Mason Director
100 .01%
Scotty Road
Pocomoke, Maryland 21851
Joseph E. Moore Director
856 .10%
319 South Main
Street
Berlin, Maryland
21811
Horace D. Quillin, Sr. Director
22,854 2.82% 100 Quillin Drive
Berlin, Maryland 21811
Michael L. Quillin, Sr. Director
8,000 .98%
P.O. Box 2
Ocean City, Maryland 21842
Hugh F. Wilde, Sr. Director
46,752 5.77%
P.O. Box 540
Ocean City, Maryland 21842
Shares of Common Stock Beneficially Owned by
Executive Officers and Major Shareholders
Name and Address Relationship to
Company Number Percent(1)
William H. Mitchell Treasurer
228 .02%
8230 Donaway Road
Whaleyville, Maryland 21872
Stamp & Co. None
64,676 7.98%
c/o NationsBank Trust Co.
Income Collections, P.O. Box 96572
Washington, D.C. 20090
Mary E. Humphreys None
49,086 6.06%
6 Baker Street
Berlin, Maryland 21811
______________________
(1) Based on 810,000 shares of Common Stock
outstanding.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Bank is legally represented by and
engages Williams, Hammond, Moore, Shockley, and
Harrison, P.A., of which Director of the Company,
Joseph E. Moore, is a Partner. The total amount of
legal fees for both the Company and Bank in 1996, as
engaged by Mr. Moore, and/or his legal firm, was
$2,183.
Management believes that the terms of all of
the above-described transactions are at least as
favorable to the Company and the Bank as could have
been obtained in negotiating transactions with
independent third parties.
ITEM 2: RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
Subject to ratification by the Shareholders,
the Board of Directors has appointed Rowles &
Company as independent auditors to audit the
financial statements of the Company for the 1997
fiscal year. Rowles & Company served as independent
auditors for the fiscal years ended December 31,
1992, 1993,
1994, 1995, and 1996. A representative of Rowles &
Company is not expected to be present at the
Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" THE RATIFICATION OF
ROWLES & COMPANY AS INDEPENDENT AUDITORS.
ITEM 3: CALVIN B. TAYLOR BANKSHARES, INC. TO
FORM AND ACQUIRE A BANK IN
DELAWARE
The Company was formed on October 31, 1995
to enable the Company to extend its banking
services to other states, particularly Delaware.
As a result, a new Delaware bank is in formation.
On February 10, 1997, the Company purchased a
piece of property on Route 26 in Ocean View,
Delaware. This will be the site for a wholly-owned
Delaware Bank of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
FORMATION OF A DELAWARE BANK.
All other matters to be voted upon shall be
approved by a majority of the votes entitled to be
cast at the meeting. Abstentions will not be
considered to be either affirmative or negative
votes.
SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING OF
SHAREHOLDERS
Shareholders' proposals, intended to be
presented at the 1998 Meeting of Shareholders, must
be received by the Company no later than December 3,
1997, to be presented at the 1998 Annual Meeting of
Shareholders or considered for inclusion in the
Company's Proxy statement for that meeting.
ANNUAL REPORTS
COPIES OF THE COMPANY'S ANNUAL REPORT ARE
BEING MAILED TOGETHER WITH
THIS PROXY STATEMENT. THE COMPANY WILL PROVIDE,
WITHOUT CHARGE, TO ANY
SHAREHOLDER OF RECORD AS OF APRIL 2, 1997, WHO SO
REQUESTS IN WRITING A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-KSB (WITHOUT EXHIBITS) FOR THE
YEAR ENDED DECEMBER 31, 1996, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. ANY SUCH
REQUESTS SHOULD BE DIRECTED TO HAROLD B. GORDY, III,
COMPLIANCE OFFICER, CALVIN B. TAYLOR BANKSHARES,
INC., P.O. BOX 5, BERLIN, MARYLAND 21811.
5
