<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. N/A )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Confidential, for Use of
[ ] Preliminary proxy statement the Commission Only (as
[X] Definitive proxy statement permitted by Rule 14a-6(e)(2)
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
GATEWAY BANCSHARES, 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 Act 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 transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
GATEWAY BANCSHARES, INC.
5102 Alabama Highway
Ringgold, Georgia 30736
(706) 965-5500
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 20, 2000
The annual meeting of shareholders of Gateway Bancshares, Inc. (the
"Company") will be held on Thursday, April 20, 2000, at 2:00 p.m. at Gateway
Bank & Trust (the "Bank"), 5102 Alabama Highway, Ringgold, Georgia 30736 for the
following purposes:
(1) To elect nine persons to serve as directors for a one-year
term; and
(2) To transact any other business as may properly come before the
meeting or any adjournments of the meeting.
The board of directors has set the close of business on March 20, 2000,
as the record date for determining the shareholders who are entitled to notice
of, and to vote at, the meeting.
We hope that you will be able to attend the meeting. We ask, however,
whether or not you plan to attend the meeting, that you mark, date, sign, and
return the enclosed proxy card as soon as possible. Promptly returning your
proxy card will help ensure the greatest number of shareholders are present
whether in person or by proxy.
If you attend the meeting in person, you may revoke your proxy at the
meeting and vote your shares in person. You may revoke your proxy at any time
before the proxy is exercised.
By Order of the Board of Directors,
/s/ Robert G. Peck
Robert G. Peck
President and Chief Executive Officer
March 24, 2000
<PAGE> 3
GATEWAY BANCSHARES, INC.
5102 Alabama Highway
Ringgold, Georgia 30736
(706) 965-5500
March 24, 2000
Dear Shareholder:
You are cordially invited to attend our annual meeting of shareholders,
which will be held at Gateway Bank & Trust, 5102 Alabama Highway, Ringgold,
Georgia 30736, on Thursday, April 20, 2000, at 2:00 p.m. I sincerely hope that
you will be able to attend the meeting, and I look forward to seeing you.
The attached notice of the annual meeting and proxy statement describes
the formal business to be transacted at the meeting. We will also report on our
operations during the past year and during the first quarter of fiscal year
2000, as well as our plans for the future.
A copy of our annual report, which contains information on our
operations and financial performance as well as our audited financial
statements, is also included with this proxy statement.
Please take this opportunity to become involved in the affairs of the
Company. Whether or not you expect to be present at the meeting, please mark,
date, and sign the enclosed proxy card, and return it to the Company in the
envelope provided as soon as possible. Returning the proxy card will NOT deprive
you of your right to attend the meeting and vote your shares in person. If you
attend the meeting, you may withdraw your proxy and vote your own shares.
Sincerely,
/s/ Robert G. Peck
Robert G. Peck
President and Chief Executive Officer
<PAGE> 4
GATEWAY BANCSHARES, INC.
5102 Alabama Highway
Ringgold, Georgia 30736
(706) 965-5500
----------------------------------------------------------
PROXY STATEMENT FOR 2000 ANNUAL MEETING
----------------------------------------------------------
INTRODUCTION
TIME AND PLACE OF THE MEETING
Our board of directors is furnishing this proxy statement in connection
with its solicitation of proxies for use at the annual meeting of Shareholders
to be held on Thursday, April 20, 2000, and at any adjournments of the meeting.
RECORD DATE AND MAIL DATE
The close of business on March 20, 2000 is the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
We first mailed this proxy statement and the accompanying proxy card to
shareholders on or about March 24, 2000.
NUMBER OF SHARES OUTSTANDING
As of the close of business on the record date, the Company had
10,000,000 shares of common stock, $5.00 par value authorized, of which 679,048
shares were issued and outstanding. Each issued and outstanding share is
entitled to one vote on all matters presented at the meeting.
VOTING AT THE ANNUAL MEETING
PROPOSAL TO BE CONSIDERED
Shareholders will be asked to elect nine persons to serve as directors
for a one-year term. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF
THIS PROPOSAL.
PROCEDURES FOR VOTING BY PROXY
If you properly sign, return and do not revoke your proxy, the persons
appointed as proxies will vote your shares according to the instructions you
have specified on the proxy card. If you sign and return your proxy card but do
not specify how the persons appointed as proxies are to vote your shares, your
proxy will be voted FOR the election of the nominated directors and in the best
judgment of the persons appointed as proxies as to all other matters properly
brought before the meeting. If any nominee for election to the board of
directors named in this proxy statement becomes unavailable for election for any
reason, the proxy will be voted for a substitute nominee selected by the board
of directors.
You can revoke your proxy at any time before it is voted by delivering
to Robert G. Peck, president and chief executive officer of the Company, at the
main office of the Company, either a written
<PAGE> 5
revocation of the proxy or a duly executed proxy bearing a later date or by
attending the meeting and voting in person.
REQUIREMENTS FOR SHAREHOLDER APPROVAL
A quorum will be present at the meeting if a majority of the
outstanding shares of common stock are represented in person or by valid proxy.
We will count abstentions and broker non-votes, which are described below, in
determining whether a quorum exists. Only those votes actually cast for the
election of a director, however, will be counted for purposes of determining
whether a particular director nominee received sufficient votes to be elected.
To be elected, a director nominee must receive more votes than any other nominee
for the same seat on the board of directors. As a result, if you withhold your
vote as to one or more nominees, it will have no effect on the outcome of the
election unless you cast that vote for a competing nominee. At the present time
we do not know of any competing nominees.
Approval of any other matter that may properly come before the annual
meeting requires the affirmative vote of a majority of shares of common stock
present in person or by proxy and entitled to vote on the matter. Abstentions
and broker non-votes will be counted in determining the minimum number of votes
required for approval and will, therefore, have the effect of negative votes.
ABSTENTIONS. A shareholder who is present in person or by proxy at the
annual meeting and who abstains from voting on any or all proposals will be
included in the number of shareholders present at the annual meeting for the
purpose of determining the presence of a quorum. Abstentions do not count as
votes in favor of or against a given matter.
BROKER NON-VOTES. Brokers who hold shares for the accounts of their
clients may vote these shares either as directed by their clients or in their
own discretion if permitted by the exchange or other organization of which they
are members. Proxies that brokers do not vote on one or more proposals but that
they do vote on others are referred to as "broker non-votes" with respect to the
proposal(s) not voted upon. Broker non-votes are included in determining the
presence of a quorum. A broker non-vote, however, does not count as a vote in
favor of or against a particular proposal for which the broker has no
discretionary voting authority.
SOLICITATION OF PROXIES
The Company will pay the cost of proxy solicitation. Our directors,
officers and employees may, without additional compensation, solicit proxies by
personal interview, telephone, fax, or otherwise. We will direct brokerage firms
or other custodians, nominees or fiduciaries to forward our proxy solicitation
material to the beneficial owners of common stock held of record by these
institutions and will reimburse them for the reasonable out-of-pocket expenses
they incur in connection with this process.
2
<PAGE> 6
PROPOSAL ONE: ELECTION OF DIRECTORS
The Board recommends that the shareholders elect the nominees identified
below as directors. The following table shows for each nominee: (a) his or her
name, (b) his or her age at December 31, 1999, (c) how long he or she has been a
director of the Company, (d) his or her position(s) with the Company, and (e)
his or her principal occupation and recent business experience.
DIRECTOR NOMINEES
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY
NAME (AGE) DIRECTOR SINCE AND BUSINESS EXPERIENCE
- ---------- -------------- -----------------------
<S> <C> <C>
Jack Joseph Babb (71) 1995 Real Estate Developer; Vice
President, Babb Lumber Co.;
President, Townsend Realty
William H. H. Clark (63) 1995 State Representative;
Retired Military Officer;
President, J.H. Clark Farms,
Inc.; Vice President,
Ringgold Mining and
Manufacturing
Patricia Yvonne Cochran (43) 1995 Business
Owner/Administrator,
Gingerbread House Child Care
Center, Kids Preparatory
Pre-School
Jeannette Wilson Dupree (60) 1995 Insurance Agent, State Farm
Insurance Company
James A. Gray, Sr. (56) 1996 Automobile Dealer, President
Carco Motor, Inc.
Harle B. Green(l)(53) 1995 Chairman of the Board and
Chief Financial Officer of
the Company and the Bank
Walter Lee Jackson (67) 1995 Automobile Dealer, President
Walter Jackson Chevrolet,
Inc., Jackson
Chevrolet-Olds, Geo, Inc.
Ernest Kresch (39) 1995 Podiatrist
Robert G. Peck(2)(49) 1996 President and Chief
Executive Officer of the
Company and the Bank
</TABLE>
- ------------------
(1) Mr. Green has served as chairman of the board of the Company since its
inception in October 1995. Mr. Green retired from full-time banking in
1991. From 1994 through 1995, Mr. Green provided banking consulting
services for a bank in Chattanooga, Tennessee.
(2) Mr. Peck has served as president and chief executive officer of the
Company since January 23, 1996. Prior to becoming an officer of the
Company, Mr. Peck served as senior vice president of a community bank.
3
<PAGE> 7
MEETINGS AND COMMITTEES OF THE BOARD
During the year ended December 31, 1999, the board of directors of the
Company held eight meetings and the board of directors of the Bank held sixteen
meetings. The directors of the Bank are the same as those of the Company. All
incumbent directors attended at least 75% of the total number of meetings of the
Company's and the Bank's board of directors and committees of the board on which
he or she serves.
On March 18, 1999, the board of directors established a compensation
committee for the purpose of administering the Gateway Bancshares, Inc. 1999
Stock Option Plan. The compensation committee members are Jeannette Wilson
Dupree, James A. Gray, Sr. and Ernest Kresch. The compensation committee held
two meetings during the year ended December 31, 1999. The board of directors has
established an audit committee, which reviews the annual report and internal
audit report of the independent public accountants. The audit committee members
are William H. H. Clark, Patricia Yvonne Cochran and James A. Gray, Sr. The
audit committee held one meeting during the year ended December 31, 1999. The
board of directors of the Company does not have a nominating committee.
EXECUTIVE OFFICERS
The following table shows for each executive officer of the Company:
(a) his name, (b) his age at December 31, 1999, (c) how long he has been an
officer of the Company, and (d) his positions with the Company and the Bank:
<TABLE>
<CAPTION>
NAME (AGE) OFFICER SINCE POSITION WITH THE COMPANY AND THE BANK
- ---------- ------------- --------------------------------------
<S> <C> <C>
Robert G. Peck (49) 1996 President and Chief Executive
Officer of the Company and the
Bank
Harle B. Green (53) 1995 Chairman of the Board and Chief
Financial Officer of the Company
and the Bank
Jeffrey R. Hensley (48) 1997 Senior Vice president and
Assistant Secretary of the
Company and the Bank
Boyd M. Steele (51) 1996 Executive Vice President and
Secretary of the Company and the
Bank and Chief Loan Officer of
the Bank
</TABLE>
4
<PAGE> 8
COMPENSATION
The following table sets forth certain information concerning the
annual and long-term compensation for services in all capacities to the Company
for the fiscal years 1999, 1998 and 1997 of our chief executive officer. No
other executive officer received a combined payment of salary and bonus in
excess of $100,000 for services rendered to the Company during 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
----------------------------------------------------------------- ------
Number of
Other Annual Securities
Compensation Salary Bonus Compensation Underlying
Name and Position Year ($) ($) ($) Options
- ----------------- --------------- --------- --------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
Robert G. Peck, 1999 114,626 0 0 20,350
President and Chief Executive
Officer
1998 84,850 0 0 0
1997 76,805 0 0 0
</TABLE>
The following tables set forth information at December 31, 1999, and
for the fiscal year then ended, concerning stock options granted to the
executive officer listed in the above Summary Compensation Table. The listed
executive officer did not exercise any options to purchase common stock of the
Company during 1999. We have not granted any stock appreciation rights,
restricted stock or stock incentives other than stock options.
STOCK OPTION GRANTS IN FISCAL 1999
<TABLE>
<CAPTION>
Percent of
Number of Total Options
Securities Granted to
Underlying Options Employees in Exercise Price
Name Granted Fiscal Year Per Share Expiration Date
- ---- ------- ----------- --------- ---------------
<S> <C> <C> <C> <C> <C>
Robert G. Peck 20,350(1) 26.4% $12.00 March 18, 2009
</TABLE>
(1) The option vests and becomes exercisable in five equal annual increments
beginning on March 18, 2000, the one-year anniversary of the grant date.
5
<PAGE> 9
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Number of Underlying In-the-Money Options at
Shares Unexercised Options December 31, 1999
Acquired on Value ------------------------------ ----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert G. Peck 0 $0 4,070 16,280 $2,035(1) $8,140(1)
</TABLE>
(1)Because no public market exists for our common stock, we calculated the
in-the-money value of unexercised options at fiscal year end based on the per
share sales price of our common stock as of the date as close to December 31,
1999 as possible. Based on information known to us, this sale occurred on
November 20, 1999 at a sales price of $12.50 per share.
DIRECTOR COMPENSATION
Currently, the directors of the Company and the Bank do not receive any
cash compensation for their services as directors. The Company and the Bank may
begin compensating the directors on a regular basis in cash for their services
as directors in 2000 because the Company and the Bank have recovered cumulative
losses incurred and become profitable. In March 1999, the Company granted stock
options to the directors to purchase an aggregate of 132,150 shares of the
Company's common stock. Each director who is not also an executive officer of
the Company received an option to purchase 13,550 shares of common stock. Mr.
Peck, who also serves as our president and chief executive officer, received an
option to purchase 20,350 shares as indicated in the Stock Options Granted in
Fiscal 1999 table above, and Mr. Green, who also serves as our chief financial
officer, received an option to purchase 16,950 shares of common stock. Each of
the options granted to the directors vests in five equal annual increments
beginning on March 18, 2000 and is exercisable at $12.00 per share. The options
generally expire upon the earlier of ninety days after the director ceases to be
a director of the Company or the Bank or upon the tenth anniversary after the
grant date.
6
<PAGE> 10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of the record date, the number of shares
common stock beneficially owned by (a) each current director of the Company, (b)
each executive officer listed in the Summary Compensation Table, and (c) all
current executive officers and directors as a group. As of the record date, the
Company did not have any non-director shareholders who beneficially owned more
than 5% of the outstanding common stock. The information shown below is based
upon information furnished to the Company by the named persons. The address for
each of the directors is 5102 Alabama Highway, Ringgold, Georgia 30736.
Information relating to beneficial ownership of the Company is based
upon "beneficial ownership" concepts described in the rules issued under the
Securities Exchange Act of 1934, as amended. Under these rules a person is
deemed to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote or to direct the voting of the
security, or "investment power," which includes the power to dispose or to
direct the disposition of the security. Under the rules, more than one person
may be deemed to be a beneficial owner of the same securities. A person is also
deemed to be a beneficial owner of any security as to which that person has the
right to acquire beneficial ownership within sixty (60) days from the record
date.
<TABLE>
<CAPTION>
NUMBER OF PERCENT
NAME SHARES OF CLASS NATURE OF BENEFICIAL OWNERSHIP
- ---- --------- --------- ------------------------------
DIRECTORS:
<S> <C> <C> <C>
Jack Joseph Babb 25,810 3.8 o 7,500 shares owned jointly by Mr. Babb and his spouse;
o 7,500 shares held in an IRA account for Mr. Babb;
o 7,500 shares owned directly by Mr. Babb's spouse as
to which beneficial ownership is shared;
o 600 shares held in custodian accounts by Mr. Babb's
spouse as to which beneficial ownership is shared; and
o 2,710 shares subject to options becoming
exercisable within 60 days of the record date.
William H. H. Clark 13,210 1.9 o 10,500 shares owned directly by Ringgold Mining &
Manufacturing Co., Inc. as to which beneficial
ownership is shared; and
o 2,710 shares subject to options becoming
exercisable within 60 days of the record date.
Patricia Yvonne Cochran 7,710 1.1 o 5,000 shares owned jointly by Ms. Cochran and her
spouse; and
o 2,710 shares subject to options becoming
exercisable within 60 days of the record date.
Jeannette Wilson Dupree 19,015 2.8 o 1,200 shares owned directly by Ms. Dupree;
o 9,550 shares owned jointly by Ms. Dupree and her
spouse;
o 2,290 shares held in an IRA account for Ms. Dupree;
o 3,265 shares held in an IRA account for Ms.
Dupree's spouse as to which beneficial ownership is
shared; and
o 2,710 shares subject to options becoming
exercisable within 60 days of the record date.
</TABLE>
7
<PAGE> 11
<TABLE>
<CAPTION>
NUMBER OF PERCENT
NAME SHARES OF CLASS NATURE OF BENEFICIAL OWNERSHIP
- ---- ------ -------- ------------------------------
<S> <C> <C> <C>
James A. Gray, Sr. 33,010 4.8 o 30,300 shares owned jointly by Mr. Gray and his spouse; and
o 2,710 shares subject to options becoming
exercisable within 60 days of the record date.
Harle B. Green 18,790 2.8 o 3,300 shares owned jointly by Mr. Green and his spouse;
o 12,000 shares held in an IRA account for Mr. Green;
o 100 shares held by Ms. Green as custodian as to
which beneficial ownership is shared; and
o 3,390 shares subject to options becoming
exercisable within 60 days of the record date.
Walter Lee Jackson 25,210 3.7 o 16,208 shares owned jointly by Mr. Jackson and his spouse;
o 4,107 shares held in an IRA account for Mr. Jackson;
o 2,185 shares held in an IRA account for
Mr. Jackson's spouse as to which beneficial ownership
is shared; and
o 2,710 shares subject to options becoming
exercisable within 60 days of the record date.
Ernest Kresch 35,210 5.2 o 30,500 shares owned directly by Mr. Kresch;
o 2,000 shares in a Simplified Employee Pension Plan
for Mr. Kresch as to which beneficial ownership is shared; and
o 2,710 shares subject to options becoming
exercisable within 60 days of the record date.
Robert G. Peck 9,070 1.4 o 5,000 shares held in an IRA account for Mr. Peck; and
o 4,070 shares subject to options becoming
exercisable within 60 days of the record date.
EXECUTIVE OFFICERS*:
Jeffrey R. Hensley 9,510 1.4 o 3,800 shares owned jointly by Mr. Hensley and his spouse;
o 3,000 shares held in an IRA account for Mr. Hensley; and
o 2,710 shares subject to options becoming
exercisable within 60 days of the record date.
Boyd M. Steele 8,730 1.3 o 5,000 shares held in an IRA account for Mr. Steele; and
_______ ____ o 3,730 shares subject to options becoming
exercisable within 60 days of the record date.
ALL DIRECTORS AND EXECUTIVE 205,225 28.8
OFFICERS, AS A GROUP
</TABLE>
- -------------------------
* Mr. Green and Mr. Peck are also executive officers of the Company.
8
<PAGE> 12
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own beneficially more
than 10% of the Company's outstanding common stock to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
their ownership of the Company's common stock. Directors, executive officers and
greater than 10% shareholders are required to furnish the Company with copies of
the forms they file. To our knowledge, based solely on a review of the copies of
these reports furnished to the Company, during the fiscal year ended December
31, 1999, all of our directors and executive officers, who are listed above,
complied with all applicable Section 16(a) filing requirements, except Mr. Gray
who filed late one report covering a purchase of our common stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and the Bank have banking and other business transactions
in the ordinary course of business with directors and officers of the Company
and the Bank and their affiliates, including members of their families,
corporations, partnerships or other organizations in which the directors and
officers have a controlling interest. These transactions are on substantially
the same terms (including price, interest rate and collateral) as those
prevailing at the same time for comparable transactions with unrelated parties.
In the opinion of management, these transactions do not involve more than the
normal risk of collectibility or present other unfavorable features to the
Company or the Bank.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Hensley, Land & Associates has served as the Company's
auditors since 1996. A representative of the firm is expected to be present at
the meeting and will be given the opportunity to make a statement if he or she
desires to do so and will be available to respond to appropriate questions from
shareholders.
SHAREHOLDER PROPOSALS
Shareholder proposals submitted for consideration at the next annual
meeting of Shareholders must be received by the Company no later than December
1, 2000, to be included in the 2001 proxy materials. A shareholder must notify
the Company before February 1, 2001 of a proposal for the 2001 annual meeting
which the shareholder intends to present other than by inclusion in the
Company's proxy material. If the Company does not receive such notice prior to
February 1, 2001, proxies solicited by the management of the Company will confer
discretionary authority upon the management of the Company to vote upon any such
matter.
OTHER MATTERS
The board of directors knows of no other matters that may be brought
before the meeting. If, however, any matter other than the election of directors
or matters to the election thereto, should properly come before the meeting,
votes will be cast pursuant to the proxies in accordance with the best judgment
of the proxyholders.
9
<PAGE> 13
If you cannot be present in person, you are requested to complete,
sign, date, and return the enclosed proxy promptly. An envelope has been
provided for that purpose. No postage is required if mailed in the United
States.
March 24, 2000
10
<PAGE> 14
GATEWAY BANCSHARES, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, APRIL 20, 2000
The undersigned hereby appoints Robert G. Peck or Harle B. Green or
either of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them or either of them to represent and to vote, as designated
below, all of the common stock of Gateway Bancshares, Inc. (the "Company"),
which the undersigned would be entitled to vote if personally present at the
annual meeting of shareholders to be held at the main office of Gateway Bank &
Trust, located at 5102 Alabama Highway, Ringgold, Georgia 30736 and at any
adjournments of the annual meeting, upon the proposal described in the
accompanying Notice of the annual meeting and the Proxy Statement relating to
the annual meeting, receipt of which are hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
PROPOSAL.
PROPOSAL 1: To elect the nine (9) persons listed below to serve as directors of
the Company for a term of one year:
Jack Joseph Babb Harle B. Green
William H.H. Clark Walter Lee Jackson
Patricia Yvonne Cochran Ernest Kresch
Jeannette Wilson Dupree Robert G. Peck
James A. Gray, Sr.
[ ] FOR all nominees listed above (except as [ ] WITHHOLD authority to
indicated below) vote for all nominees
listed above
INSTRUCTION: To withhold authority for any individual nominee, mark "FOR" above,
and write the nominee's name in this
space_________________________________________________________________________.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT WILL
BE VOTED FOR THE PROPOSAL.
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER
MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING.
If stock is held in the name of more than one person, all must sign.
Signatures should correspond exactly with the name or names appearing on the
stock certificate(s). 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 partnership,
please sign in partnership name by authorized person.
------------------------------------------
Signature(s) of Shareholder(s)
[LABEL]
------------------------------------------
Name(s) of Shareholders(s)
Date: , 2000
---------------------------
(Be sure to date your Proxy)
Please mark, sign and date this Proxy, and return it in the enclosed
return-addressed envelope. No postage necessary.
I WILL ___________WILL NOT ___________ ATTEND THE ANNUAL SHAREHOLDERS
MEETING.
PLEASE RETURN PROXY AS SOON AS POSSIBLE
