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. )
Filed by the Registrant X
Filed by a Party Other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement Confidential, for Use of the
Commission only (as permitted
by Rule 14a-6(e)(2))
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11c or Rule 14a-12
FIRST SOUTHERN BANCSHARES, INC.
(Name of Registrant as Specified In Its Charter)
_____________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
X No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(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 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>
FIRST SOUTHERN BANCSHARES, INC.
2727 Panola Road
Lithonia, Georgia 30058
(404) 987-3511
March 21, 1997
To the Shareholders of FIRST SOUTHERN BANCSHARES, INC.
You are cordially invited to attend the Annual Shareholders'
Meeting of First Southern Bancshares, Inc. (the "Company") to be
held on Thursday, April 17, 1997. Official Notice of the
meeting, the Proxy Statement of management of the Company and the
Company's 1996 Annual Report accompany this letter.
The principal purpose of the meeting is to elect directors
of the Company. We will also review the operations of the
Company and the Bank for the past year.
Whether or not you plan to attend the meeting, please mark,
date and sign the enclosed form of proxy, and return it to the
Company in the envelope provided as soon as possible so that your
shares can be voted at the Annual Meeting.
Very truly yours,
/s/ James E. Young
James E. Young
President and
Chief Executive Officer
<PAGE>
FIRST SOUTHERN BANCSHARES, INC.
2727 Panola Road
Lithonia, Georgia 30058
(404) 987-3511
NOTICE OF THE ANNUAL MEETING TO
BE HELD APRIL 17, 1997
To the Shareholders of FIRST SOUTHERN BANCSHARES, INC.:
Notice is hereby given that the Annual Shareholders' Meeting
of First Southern Bancshares, Inc. will be held on Thursday,
April 17, 1997, at 4:00 p.m., at Big Miller Grove Baptist Church,
3800 Big Miller Grove Way, Lithonia, Georgia, for the following
purpose:
(1) To elect four (4) directors (each to serve a
three-year term).
(2) To transact such other business as may properly
come before the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on
March 14, 1997 as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting.
All shareholders are requested to mark, date, sign and
return the enclosed form of proxy as soon as possible. If you
attend the meeting and wish to vote your shares in person, you
may do so at any time before the proxy is exercised.
By Order of the Board of Directors,
/s/ James E. Young
James E. Young
President and Chief Executive Officer
March 21, 1997
<PAGE>
PROXY STATEMENT
OF
FIRST SOUTHERN BANCSHARES, INC.
for the Annual Meeting to be Held
April 17, 1997
___________________________________
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of the Company
for use at the Annual Shareholders' Meeting and at any
adjournments thereof. The Shareholders' Meeting will be held on
Thursday, April 17, 1997 at 4:00 p.m., at Big Miller Grove
Baptist Church, 3800 Big Miller Grove Way, Lithonia, Georgia.
The purpose of the Annual Shareholders' Meeting of the Company is
to elect four (4) directors for a three-year term.
The accompanying form of proxy is for use at the Annual
Shareholders' Meeting of the Company. A shareholder may use this
proxy if he or she is unable to attend the meeting in person or
wishes to have his or her shares voted by proxy even if the
shareholder does attend the meeting. Shareholders who sign
proxies have the right to revoke them at any time before they are
voted either by written notice of revocation which is received at
the Company's Main Office before the meeting or by the Secretary
at the meeting or by attending the meeting and voting in person.
All shares represented by valid proxies received pursuant to this
solicitation and not revoked before they are exercised will be
voted as directed, and where no direction is given, the shares
represented by such proxies will be voted for the election of
directors listed thereon. The Board of Directors of the Company
is not aware of any other matters which may be presented for
action at the meeting, but if other matters do properly come
before the meeting, it is intended that shares represented by
proxies will be voted by the persons named in the proxies in
accordance with their best judgment.
Solicitation of proxies may be made in person or by mail,
telephone or facsimile by directors, officers and regular
employees of the Company or First Southern Bank (the "Bank") who
will not be specially compensated for such solicitations.
Brokerage houses, nominees, fiduciaries and other custodians will
be requested to forward solicitation materials to beneficial
owners and to secure their voting instructions, if necessary, and
will be reimbursed for their expenses incurred in sending proxy
materials to beneficial owners. The Company will bear the cost
associated with solicitation of proxies and other expenses
associated with the Shareholders' Meeting.
Record Date and Voting Rights
Each shareholder of record of the Company at the close of
business on March 14, 1997 (the "Record Date") is entitled to
notice of and to vote at the Shareholders' Meeting. As of the
close of business on the Record Date, the Company had 10,000,000
shares of common stock ("Common Stock"), $5 par value,
authorized, of which 553,503 shares were issued and outstanding
and held of record by 956 shareholders. Each such share is
entitled to one vote on matters to be presented at the meeting.
ELECTION OF DIRECTORS
Nominees and Continuing Directors
Pursuant to the Company's Articles of Incorporation, its
Board of Directors is divided into three classes, Class I,
Class II and Class III. The current terms of the Class I
directors expire in 1999. Those of the Class II directors expire
in 1997 and those of the Class III directors expire in 1998.
Class I has three members; Classes II and III have four members.
The Board proposes that the current Class II directors be
reelected as directors of the Company to serve an additional
three years and until their successors are duly elected and
qualified. If any of these nominees should become unavailable to
serve as a director (which is not now anticipated), then the
persons named as proxies reserve full discretion to vote for any
other person or persons as may be nominated.
The table below sets forth for each director nominee and
continuing director of the Company (a) the person's name, (b) his
or age at March 1, 1997, (c) the year he or she was first elected
as a director, and (d) his or her positions with the Company or
the Bank other than as a director and his other business
experience for the past five years.
<TABLE>
CLASS II - DIRECTOR NOMINEES
To Serve a Term of Three Years Until 2000
<CAPTION>
Year
First Position with Bank;
Name Age Elected Business Experience
<S> <C> <C> <C>
William H. Cleveland, M.D. 48 1989 Nephrologist
Robert L. Brown 45 1996 Architect, R.L.
Brown and Assocs.
Lynn Pattillo 33 1996 Vice President,
Pattillo Construction
Company
Thom Peters 47 1996 Assistant Vice
President and International
Treasury Manager for
Africa, The Coca-Cola
Company
</TABLE>
<TABLE>
CLASS I - CONTINUING DIRECTORS
Current Term Expires in 1999
<CAPTION>
Year
First Position with Bank;
Name Age Elected Business Experience
<S> <C> <C> <C>
Gregory T. Baranco 48 1989 President,
Baranco Pontiac-GMC Truck,
Inc. (automotive dealer)
Bernard H. Bronner1/ 36 1989 President,
Bronner Brothers Hair Care
Products; President,
Upscale Magazine
Nathaniel Bronner, Jr.1/ 41 1989 Senior Vice
President, Bronner Brothers
Hair Care Products;
President, Century Systems,
Inc. (health food
distributor)
________________
1/Bernard H. Bronner and Nathaniel Bronner, Jr. are brothers.
</TABLE>
<TABLE>
CLASS III - CONTINUING DIRECTORS
Current Term Expires in 1998
<CAPTION>
Year
First Position with Bank;
Name Age Elected Business Experience
<S> <C> <C> <C>
Robert McMahan 56 1994 President and
Chief Executive Officer,
Golden Point Group, Inc.
(investments); President
and Chief Executive Officer
of Fernbank, Inc., d/b/a
Fernbank Museum of Natural
History (1993-1994); Vice
Chairman of First Union
Corporation of Georgia and
First Union National Bank
of Georgia (1993); Chairman
of the Board and Chief
Executive Officer of
Decatur Federal Savings and
Loan Association (1989-
1993)
C. David Moody 40 1994 President and
Chief Executive Officer,
C.D. Moody Construction
Company, Inc. (general
contractor)
Porter Sanford 55 1989 President,
Sanford Realty (real estate
sales); Chief Executive
Officer of Dynamic
Construction Company
(general contractor)
James E. Young 47 1993 President and
Chief Executive Officer of
the Company (since July 6,
1993); previously with City
National Bank (1989-1993)
</TABLE>
Meetings of Committees and the Board of Directors
During the year ended December 31, 1996, the Board of
Directors of the Company held twelve meetings. During the same
period, the Board of Directors of the Bank held twelve meetings.
No director attended fewer than 75 percent of the Board meetings.
The Board of Directors of the Company does not have standing
Audit or Compensation Committees. The Bank has standing Audit
and Compensation Committees (as well as a number of other
committees which meet periodically to consider business not
requiring the consideration of the entire Board). The Audit
Committee is composed of two directors, C. David Moody (Chairman)
and Lynn Pattillo. The Audit Committee, which reviews internal
controls, met four times during 1996. The Compensation Committee
is composed of three directors, Dr. William H. Cleveland
(Chairman), Nathaniel Bronner, Jr., and James E. Young. The
Compensation Committee is responsible for the compensation and
benefit plans for all employees and is directly accountable for
reviewing and monitoring compensation and benefit plans, as well
as payments and awards under those plans. The Compensation
Committee met three times during 1996.
The Board of Directors of the Company does not have a
standing nominating committee. No formal procedure for
individual shareholders to submit recommendations of persons to
be considered as directors of the Company has been adopted; the
Board, however, will consider any such recommendation if
delivered in writing to James E. Young, First Southern
Bancshares, Inc., 2727 Panola Road, Lithonia, Georgia 30058.
Principal Officers
The table set forth below shows for each principal officer
of the Company and the Bank (a) the person's name, (b) his age at
March 1, 1997, (c) the year he was first elected as an officer of
the Bank, and (d) his present positions with the Company and the
Bank and other business experience for the past five years, if he
has been employed by the Company or the Bank for less than five
years.
<TABLE>
<CAPTION>
Year
First Position with the Company and
Name Age Elected the Bank; Business Experience
<S> <C> <C> <C>
James E. Young 47 1993 President and
Chief Executive Officer of
the Company and the Bank;
previously with City
National Bank (1989-1993)
Willard C. Lewis 35 1991 Executive Vice
President and Chief
Operating Officer of the
Company and Bank;
Secretary/Treasurer of the
Company
Buford Thompson 45 1993 Senior Vice
President and Chief Lending
Officer of the Bank;
previously with NationsBank
(November 1979-July 1993)
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth certain summary information
concerning the compensation paid the Chief Executive Officer for
the fiscal year ended December 31, 1996.
<TABLE>
Cash Compensation Table
<CAPTION>
Annual Compensation(1) All Other
Name and Principal Position Year Salary ($) Bonus ($) Compensation ($)
<S> <C> <C> <C> <C>
James E. Young, President 1996 87,605 45,312 5,100(2)
and Chief Executive Officer 1995 87,000 26,563 --
1994 85,000 29,303 --
__________________
1/Information with respect to certain perquisites and other
personal benefits has been omitted because the aggregate value of
such items does not meet the minimum amount required for
disclosure under regulations adopted by the Securities and
Exchange Commission ("SEC"). The Company has not awarded any
restricted stock or long-term incentives. Accordingly, columns
relating to such awards have been omitted.
2/Consists of Board fees.
</TABLE>
The following table contains, with respect to the person
named in the Summary Compensation Table, information concerning
the number of stock options held, the number currently
exercisable, and the value of the exercisable options. Based on
the limited trading information available to the Company, the per
share fair market value of Common Stock at December 31, 1996
($10.00) equalled the per share exercise price of the listed
options. Fair market value is based on trades in Common Stock
during 1996.
<TABLE>
<CAPTION>
Fiscal Year-End Option Values
Value of Unexercised
No. of Unexercised In-the-Money
Name Options at 12/31/96 Options at 12/31/96
(#):Exercisable/Unexercisable ($):Exercisable/Unexercisable
<S> <C> <C>
James E. Young 5,000:3,000/2,000 $0:$0/$0
</TABLE>
The Company granted Mr. Young an option to purchase 5,000
shares of Common Stock at $10.00 per share, with 1,000 shares
becoming exercisable each year beginning July 6, 1994, the first
anniversary of Mr. Young's employment.
Director Fees
The directors of the Company do not receive fees for their
service as directors of the Company or for their service as
members of the Company's various committees.
CERTAIN TRANSACTIONS
The Company's directors and principal officers, their
immediate family members and certain companies and other entities
associated with them, have been customers of and have had banking
transactions with the Bank and are expected to continue such
relationships in the future. In the opinion of management, the
extensions of credit made by the Bank to such individuals,
companies and entities (a) were made in the ordinary course of
business, (b) were made on substantially the same terms,
including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons and
(c) did not involve more than a normal risk of collectibility or
present other unfavorable features.
BENEFICIAL OWNERSHIP OF COMMON STOCK
Principal Holders of Common Stock
The following table sets forth the persons who beneficially
owned, at March 1, 1997, more than five percent of outstanding
shares of Common Stock to the best information and knowledge of
the Company. Unless otherwise indicated, each person is the
record owner of and has sole voting and investment powers over
his shares.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership1/ of Class
Gregory T. Baranco 47,980 2/ 9.10%
__________________
1/The information shown above is based upon information furnished
to the Company by the named persons. Information relating to
beneficial ownership of Common Stock is based upon "beneficial
ownership" concepts set forth in rules promulgated under the
Securities Act of 1934, as amended. Under such 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 dispose
or to direct the voting of such security, or "investment power,"
which includes the power to dispose or to direct the disposition
of such security. A person is also deemed to be a beneficial
owner of any security of which that person has the right to
acquire beneficial ownership within 60 days. Under the rules,
more than one person may be deemed to be a beneficial owner of
the same securities. The shares of Common Stock issuable upon
exercise of the vested portion of any outstanding options held by
the indicated named persons are assumed to be outstanding for the
purpose of determining the percentage of shares beneficially
owned by those persons.
2/ Consists of (a) 46,640 shares owned of record by Mr. Baranco
and (b) 1,340 shares owned jointly with his spouse. Mr.
Baranco's address is 4070 Sandy Lake Drive, Lithonia, Georgia
30038.
Bank Stock Owned by Management
The following table sets forth the number and percentage
ownership of shares of Bank Stock beneficially owned by each
director of the Bank and by all directors and principal officers
as a group, at March 1, 1997. Unless otherwise indicated, each
person is the record owner of and has sole voting and investment
powers over his or her shares.
Number of Shares Percentage
Name of Director Beneficially Owned 1/ Of Total
Gregory T. Baranco 47,980 2/ 9.10%
Bernard H. Bronner 6,389 3/ 1.21%
Nathaniel Bronner, Jr. 3,250 4/ *
Robert L. Brown 120 5/ *
William H. Cleveland 20,000 6/ 3.79%
Robert McMahan 0 7/ *
C. David Moody 23,302 8/ 4.42%
Lynn Pattillo 3,466 9/ *
Thom Peters 0 10/ *
Porter Sanford 5,000 11/ *
James E. Young 3,250 12/ *
All directors and principal
officers as a group (13 persons) 111,757 21.12%
__________________
*Represents less than 1%.
1/ The information shown above is based upon information
furnished to the Company by the named persons. Information
relating to beneficial ownership of Common Stock is based upon
"beneficial ownership" concepts set forth in rules promulgated
under the Securities Act of 1934, as amended. Under such 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
dispose or to direct the voting of such security, or "investment
power," which includes the power to dispose or to direct the
disposition of such security. A person is also deemed to be a
beneficial owner of any security of which that person has the
right to acquire beneficial ownership within 60 days. Under the
rules, more than one person may be deemed to be a beneficial
owner of the same securities. The shares of Common Stock
issuable upon exercise of the vested portion of any outstanding
options held by the indicated named persons are assumed to be
outstanding for the purpose of determining the percentage of
shares beneficially owned by those persons.
2/ Consists of (a) 46,640 shares owned of record by Mr. Baranco
and (b) 1,340 shares owned jointly with his spouse. Mr.
Baranco's address is 4070 Sandy Lake Drive, Lithonia, Georgia
30038.
3/ Mr. Bernard Bronner's address is 594 Fielding Lane, Atlanta,
Georgia 30311.
4/ Mr. Nathaniel Bronner's address is 895 Rodney Drive, Atlanta,
Georgia 30311.
5/ Mr. Robert L. Brown's address is 1394 Doe Valley Drive,
Lithonia, Georgia 30058.
6/ Dr. Cleveland's address is 1834 Rockridge Place, Atlanta,
Georgia 30324.
7/ Mr. McMahan's address is 1691 Grove Park Way, Decatur, Georgia
30033.
8/ Consists of (a) 21,320 shares owned of record by Mr. Moody,
(b) 1,552 shares owned jointly with his spouse, and (c) 430
shares owned of record by C.D. Moody Construction, Inc., a
company wholly owned by Mr. Moody. Mr. Moody's address is 5633
Southland Drive, Stone Mountain, Georgia 30087.
9/ Ms. Lynn Pattillo's address is 961 Eulalia Road, Atlanta,
Georgia 30319.
10/ Mr. Thom Peters' address is 5724 Hunters Chase Court,
Lithonia, Georgia 30038.
11/ Mr. Sanford's address is 3489 Crestknoll Way, Decatur,
Georgia 30032.
12/ Consists of (a) 250 shares owned of record by Mr. Young and
(b) a currently exercisable option to purchase 3,000 shares.
Mr. Young's address is 647 Master Drive, Stone Mountain, Georgia
30058.
Compliance with Section 16(a) of the Exchange Act
To the Company's knowledge, based solely upon a review of
copies of Reports of Beneficial Ownership and Changes in
Beneficial Ownership furnished to it and representations that no
other reports were required, its directors, executive officers,
and greater than ten percent shareholders have complied with
applicable Section 16(a) filing requirements.
ACCOUNTING MATTERS
Banks Finley White & Company, Atlanta, Georgia, certified
public accountants, has been appointed by the Board of Directors
of the Company to examine the financial statements of the Company
as of and for the year ended December 31, 1996. The Board of
Directors intends to continue the services of this firm for the
year ending December 31, 1997. A representative of Banks Finley
White & Company is expected to be present at the meeting to
respond to any appropriate questions and to make a statement if
the representative desires to do so.
SHAREHOLDER PROPOSALS
Any shareholder of the Company wishing to submit a proposal
for action at the next annual meeting of shareholders of the
Company, and desiring inclusion of the same in management's proxy
materials, must provide a written copy of the proposal to
management not later than November 27, 1997. Any such proposal
must comply in all respects with the rules and regulations of the
Securities and Exchange Commission.
<PAGE>
FIRST SOUTHERN BANCSHARES, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 17, 1997
The undersigned hereby appoints James E. Young and Willard
C. Lewis, 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 First Southern Bancshares, Inc. (the "Company")
which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Shareholders (the "Annual
Meeting") to be held at Big Miller Grove Baptist Church, 3800 Big
Miller Grove Way, Lithonia, Georgia, on Thursday, April 17, 1997,
at 4:00 p.m., and at any adjournments thereof, upon the proposals
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: To elect the following nominees as directors of the
Company:
CLASS II
To serve a term of three years until 2000
William H. Cleveland, M.D.
Robert L. Brown
Llynn Pattillo
Thom Peters
____FOR all nominees ____ WITHHOLD AUTHORITY
listed above to vote for all
(except as indicated nominees listed above
to the contrary below).
INSTRUCTION: To withhold authority for any individual nominee,
mark "FOR" above, but write that nominee's name in the space
below:
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
holders should 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)
______________________________
Name(s) of Shareholder(s)
Date: ____________________, 1997
(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.
PLEASE RETURN PROXY AS SOON AS POSSIBLE
