COMMUNITYCORP
1100 NORTH JEFFERIES BOULEVARD
WALTERBORO, SOUTH CAROLINA 29488
(843)549-2265
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 1999
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NOTICE IS HEREBY GIVEN that, pursuant to call of its Directors, the
annual meeting (the "Annual Meeting") of the shareholders of Communitycorp (the
"Company") will be held at the Bank of Walterboro building located at 1100 North
Jefferies Boulevard, Walterboro, South Carolina on Tuesday, April 27, 1999 at
6:00 p.m. Eastern time for the following purposes:
1. ELECTION OF DIRECTORS: The election of three (3) Class II
Directors to serve until the annual meeting of shareholders
in 2002.
2. RATIFICATION OF AUDITORS: To ratify the selection of Tourville,
Simpson & Henderson, L.L.P. as auditors for the Company for year
ending December 31, 1999.
3. OTHER BUSINESS: Such other business as properly may come before
the Annual Meeting or any adjournment thereof.
A Proxy Card and Proxy Statement for the Annual Meeting are
enclosed herewith.
NOTE: The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual Meeting
or any adjournment thereof. Only shareholders of record of the Company at the
close of business on March 8, 1999, are the shareholders entitled to receive
notice of and to vote at the Annual Meeting and any adjournment thereof.
Please read the attached Proxy Statement carefully. You are requested to
fill in and sign the enclosed form of Proxy, which is solicited by the Board of
Directors, and to mail it promptly in the enclosed envelope. The Proxy will not
be used if you attend and vote at the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
PEDEN B. MCLEOD W. ROGER CROOK
CHAIRMAN OF THE BOARD PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Walterboro, South Carolina
March 31, 1999
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YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY.
YOUR PROXY CAN BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE. IF YOU PLAN
TO ATTEND THE ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN
PERSON. YOUR PROXY MAY ALSO BE REVOKED BY WRITTEN NOTIFICATION, OR BY A
PROXY OF A LATER DATE.
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<PAGE>
VOTING AT THE MEETING AND PROXIES
The accompanying form of proxy is for use at the Annual Meeting. A
shareholder may use this proxy if he/she is unable to attend the meeting in
person or if he/she wishes to have his/her shares voted by proxy even if he/she
attends the Annual Meeting. The proxy may be revoked in writing by the person
giving it any time before the proxy is exercised by giving notice to the
Company's secretary, or by submitting a proxy having a later date, or by such
person appearing at the Annual Meeting and voting in person. All shares
represented by valid proxies received pursuant to this solicitation, and not
revoked prior to their exercise, will be voted in the manner specified therein.
If no specification is made in the proxy, the proxy will be voted "FOR" the
election of the nominees for directors listed herein and "FOR" ratification of
the selection of Tourville, Simpson and Henderson, L.L.P. as the independent
auditors of the Company. The Board of Directors is not aware of any other matter
which may be presented for action at the Annual Meeting, but if other matters do
come properly before the Annual Meeting it is intended that shares represented
by proxies in the accompanying form will be voted by the person named in the
proxy in accordance with the recommendation of management.
The Board of Directors has fixed the close of business on March 8, 1999
as the record date for the determination of shareholders entitled to receive
notice of and to vote at the Annual Meeting. On that date, there were a total of
300,000 shares of Company Common Stock outstanding. Each shareholder is entitled
to one vote on each matter to come before the Annual Meeting for each share of
Company Common Stock held of record by such shareholder. The presence at the
Annual Meeting, in person or by proxy, of shareholders, holding in the aggregate
a majority of the outstanding shares of the Company's Common Stock entitled to
vote shall constitute a quorum for the transaction of business. Article Eight of
the Articles of Incorporation of the Company provide that in the election of
directors each shareholder entitled to vote shall be entitled to cast as many
votes for each director as shall equal the number of shares held by him/her, but
shall not be entitled to accumulate his/her votes to cast more votes for any one
director than the number of shares held by him/her. Those nominees receiving the
highest number of votes cast at the meeting will be elected directors.
Ratification of the appointment of Tourville, Simpson and Henderson, L.L.P. as
auditors for the Company for the current year shall be by a majority vote of the
shares of Common Stock present and entitled to vote at the Annual Meeting.
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<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The business and affairs of the Company are managed by its Board of
Directors. Except as expressly limited by law, all corporate powers of the
Company are vested in and may be exercised by the Board of Directors.
The Company's Bylaws provide for a Board of Directors consisting of not
less than five and not more than 15 directors as determined from time to time by
the Board pursuant to a resolution adopted by a majority of the entire Board.
The Board of Directors has set the number of Directors for 1999 at ten.
The Company's Articles of Incorporation provide that the Directors shall
be divided into three classes, Class I, Class II, and Class III, which shall be
as nearly equal in number as possible. At the Annual Meeting, three Class II
directors will be elected for three year terms expiring at the 2002 Annual
Meeting. All of the nominees are currently serving as directors of the Company.
Should any nominee for the office of director become unable to serve,
which is not anticipated, it is the intention of the persons named in the proxy,
unless otherwise instructed therein, to vote for the election in his stead of
such other person as the Board of Directors may recommend.
If any vacancies occur on the Board of Directors after the Annual
Meeting has taken place, such vacancies may be filled by the remaining
directors at any regular or special meeting thereof. Individuals selected to
fill such vacancies shall serve until the next annual meeting.
The Board of Directors recommends a vote "FOR" the nominees named below
for directors of the Company.
The following table sets forth certain information as to the Board of
Directors' nominees for election as director and of those directors who will
continue to serve as such after the Annual Meeting.
<TABLE>
<CAPTION>
Year First Year
Age Principal Occupation During Past Five Elected Term
Name (1) Years and Other Information Director Expires
- ---- --- --------------------------- -------- -------
<S> <C> <C> <C> <C>
BOARD NOMINEES
George W. Cone 53 Partner in Law Firm of McLeod, Fraser & 1988 2002(2)
Cone
Opedalis Evans 77 Retired - Former Merchant and Farmer, 1988 2002(2)
Islandton, S.C.
J. Barnwell 43 Owner, Fishburne & Company 1988 2002(2)
Fishburne Real Estate Sales and Rentals
2
<PAGE>
Year First Year
Age Principal Occupation During Past Five Elected Term
Name (1) Years and Other Information Director Expires
- ---- --- --------------------------- -------- -------
DIRECTORS CONTINUING IN OFFICE
E. Ray Carmichael 69 President, Carmichael Oil of Walterboro, 1988 2001
Inc., Exxon oil distributor
W. Roger Crook 57 Chief Executive Officer and President of the 1988 2001
Bank since its incorporation on October 11,
1988
Harry L. Hill 71 Retired, Former Vice President and Resident 1988 2001
Manager, Asten Dryer Fabrics, Inc.,
manufacturer of dryer felts
Robert E. Redfearn 75 Retired, Former owner of Sea Spirits, Inc. 1988 2001
Grocery/Real Estate
Edisto Beach, S.C.
Calvert W. Huffines 49 President of The Huffines Company 1988 2000
Real Estate Broker
Peden B. McLeod 58 Retired Code Commissioner and Director 1988 2000
South Carolina Legislative Council
Partner in McLeod, Fraser & Cone
Law Firm
Harold M. Robertson 75 Retired, Previous owner of Robertson 1988 2000
Electric Company. Retired Member of
Board of Directors South Carolina Public
Service Authority
</TABLE>
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(1) At December 31, 1998
(2) Assuming re-election at the Annual Meeting
EXECUTIVE OFFICERS
W. Roger Crook, age 57, is Director, CEO and President of Communitycorp. He is
also CEO and President of the Bank since its incorporation on October 11, 1988.
Mr. Crook was actively involved in organizing the Bank. Prior to February 1988,
Mr. Crook was Vice President of Citizens & Southern National Bank, Walterboro,
South Carolina, for more than five years.
M. Ellison Young, age 61, is Vice President of Communitycorp. He has also been
Vice President since joining the Bank in October 1991. Prior to October 1990,
Mr. Young was Vice President and Branch Manager for The First Savings Bank,
Walterboro Branch, for more than five years.
Gwendolyn P. Bunton, age 45, Vice President and Treasurer of Communitycorp. Also
for the Bank, she has been Vice President and Cashier since December 1993,
Assistant Vice President and Cashier since April 1990, Cashier and Operations
Officer since May 1989. Mrs. Bunton joined Bank of Walterboro in February 1989.
Prior to February 1989, Mrs. Bunton was Loan Administrative Assistant III at
Citizens & Southern National Bank, Walterboro, South Carolina, for more than
five years.
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<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors holds regular meetings monthly. The
Board of Directors has established an Audit Committee, an Executive Committee,
an Investment Committee and a Loan Committee. The Board does not have a
Compensation Committee and functions normally performed by a Compensation
Committee are performed by the Executive Committee. During the fiscal year ended
December 31, 1998, the Board held a total of thirteen regular and special
meetings. Each director attended at least 75% of the aggregate of (i) the total
number of meetings of the Board of Directors and (ii) the total number of
meetings held by all Committees, of the Board of Directors on which he served.
The Audit Committee selects the Company's independent auditors, deter
mines the scope of the Annual Audit, determines whether the Company has adequate
administrative, operational and internal accounting controls and determines
whether the Company is operating according to established policies and
procedures. The members of the Audit Committee are George W. Cone,
Opedalis Evans, J. Barnwell Fishburne, Harry L. Hill and Robert E. Redfearn.
The Audit Committee met five times during 1998.
The Executive Committee established and monitors the Company's major
policies, reviews all proposed changes to policies prior to submission to the
Board, and monitors the Company's employee compensation and benefit programs.
The Executive Committee may act on behalf of the Board of Directors between
meetings. Members of the Executive Committee are E. Ray Carmichael,
George W. Cone, W. Roger Crook, Peden B. McLeod, and Harold M. Robertson.
The Executive Committee met three times during 1998.
The Investment Committee establishes and monitors the Bank's investment
policy to insure the safety and liquidity of the Bank's investments and monitors
the Bank's assets, liabilities and interest rate policies and exposure. Members
of the Investment Committee are George W. Cone, W. Roger Crook and Peden B.
McLeod. The Investment Committee met thirty-six times during 1998.
The Loan Committee establishes and monitors the Bank's lending policies,
reviews compliance with policy, reviews loans where the borrower's liability
exceeds certain limits, monitors loans for credit quality and reviews all loans
over 30 days past due. Members of the Loan Committee are E. Ray Carmichael,
George W. Cone, W. Roger Crook, Calvert W. Huffines, Peden B. McLeod and
Harold M. Robertson. The Loan Committee met fifty-nine times during 1998.
The Board of Directors nominates candidates for election as directors;
it has no nominating committee. The Board of Directors will consider individuals
recommended by shareholders. Shareholders may make recommendations by writing to
Peden B. McLeod, Chairman of the Board, Communitycorp, Post Office Box 1707,
Walterboro, South Carolina 29488.
DIRECTORS COMPENSATION
Members of the Board of Directors of the Company received a monthly fee
of $450 and an extra month's fee in December for 1998. Committee members receive
no fees. Total fees paid to directors in the fiscal year ended December 31, 1998
were $52,650. In addition, the Chairman of the Board & Vice Chairman of
Communitycorp were paid $22,000 & $21,560, respectively, for the year ended
December 31, 1998.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Company has had, and expects to have in the future, banking
transactions in the ordinary course of its business with principal officers,
directors, and their associates on substantially the same terms including
interest rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others, and did not involve more than normal risk
of collectibility or present other unfavorable features. During 1998, the
largest aggregate amount of indebtedness of principal officers, directors and
their associates to the Company was $1,934,602 which represented 23.68% of the
Company's equity capital at the time. During 1998, the law firm of McLeod,
Fraser & Cone provided legal services to the Company in its ordinary course of
business and it is expected to continue to do so in the future. George W. Cone,
director of Communitycorp, is a partner of the McLeod, Fraser and Cone law firm.
Peden B. McLeod, Director and Chairman of the Board of Communitycorp , is also
partner in the law firm of McLeod, Fraser and Cone.
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<PAGE>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
Shared Voting Total Sole and
and Shared Voting Total
Name and Address of Sole Voting and Investment and Investment Percent
Beneficial Owner Investment Power Power Power of Class
---------------- ---------------- ----- ----- --------
<S> <C> <C> <C> <C>
Owners of 5% or more
of Common Stock
Sea Spirits, Inc. (1) 23,843 - 0 - 23,843 7.95%
3205 Palmetto Blvd.
Edisto, SC 29438
Directors
E. Ray Carmichael (2) 12,032 3,228 15,260 5.09%
George W. Cone (3) 3,026 1,500 4,526 1.50%
W. Roger Crook(4) 2,464 500 2,964 0.98%
Opedalis Evans 4,435 - 0 - 4,435 1.48%
Barnwell Fishburne(5) 6,762 1,488 8,250 2.75%
Harry L. Hill 3,470 - 0 - 3,470 1.16%
Calvert W. Huffines (6) 2,320 4,600 6,920 2.30%
Peden B. McLeod (7) 7,613 19,350 26,963 8.99%
Robert E. Redfearn (8) 500 23,843 24,343 8.11%
Harold Robertson (9) 8,260 2,534 10,794 3.60%
Executive Officers and 51,946 57,043 108,989 36.33%
Directors as a Group
(12 persons)
</TABLE>
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(1) This corporation is controlled by Robert E. Redfearn, a director of the
Bank.
(2) Includes 2,500 shares owned by a corporation which Mr. Carmichael controls
and 728 shares owned by family members.
(3) Includes 1,500 shares held by family members
(4) Includes 500 shares held by family members.
(5) Includes 1,488 shares held by family members.
(6) Includes 2,300 shares owned by a foundation controlled by Mr. Huffines and
2,300 shares owned by family members.
(7) Includes 19,350 shares held by family members.
(8) Includes 23,843 shares owned by Sea Spirits, Inc., a corporation which is
controlled by Mr. Redfearn.
(9) Includes 2,534 shares held by family members.
5
<PAGE>
EXECUTIVE COMPENSATION
The following information is furnished for the Chief Executive Officer of the
Company. No other executive officer of the Company received salary and bonuses
in excess of $100,000 during the fiscal year ended December 31,1998.
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
Other Annual All Other
Name and Salary Bonus Compensation Compensation
Principal Position Year ($) ($) ($) ($) (1)
<S> <C> <C> <C> <C> <C>
W. Roger Crook 1998 $ 100,000 $ 15,000 --- $ 21,315
President and Chief
Executive Officer 1997 86,000 12,000 --- 18,020
1996 76,300 10,000 --- 15,341
</TABLE>
(1) Included deferred compensation of $13,265, $12,000, and $10,000 in 1998,
1997, and 1996, respectively, and profit sharing contribution of $8,050,
$6,020, and $5,341 in 1998, 1997, and 1996, respectively.
RETIREMENT PLANS
Profit Sharing Plan. The Company has a qualified Profit Sharing Plan with 401(K)
features. The plan is intended to meet the qualification requirements under the
Internal Revenue Code and serve as a reward to employees for productivity and
profitability. All full-time employees who have attained age 21 and have one
year of service are eligible to participate in the plan. Contributions to the
plan are computed each year on a discretionary basis by the Board of Directors
with consideration for annual profits, retained earnings and reserve
requirements. The profit sharing plan is administered by Profit Concepts, Inc.,
an independent third party administrator in Columbia, South Carolina. The
Trustees of the plan are members of the Board of Directors and are as follows:
J. Barnwell Fishburne, Calvert Huffines and George Cone. The Board of Directors
has the authority to add, delete, or replace Trustees as deemed necessary to
ensure adequate oversight and direction of the plan operations.
The profit sharing plan is designed to provide a source of additional
retirement income that will supplement Social Security benefits at age 65 for
each eligible career employee. Employees or their beneficiaries have the right
to withdraw their funds in the plan upon early separation of service, death,
disability, normal retirement (age 65), early retirement (age 59 1/2) or late
retirement (age 70). Distributions from the plan will be made in either monthly
installments or as a lump sum payment.
The profit sharing plan includes special provisions as outlined in the
Internal Revenue Code, Section 401(K), which permits employees to make voluntary
pre-tax contributions to the retirement plan trust. Employees meeting the
eligibility requirements of the profit sharing plan described above may also
make voluntary contributions under 401(K) plan provisions up to 10% of annual
salary.
The employer has decided to waive its option of matching employee
contributions since the profit sharing plan will potentially provide eligible
employees with a retirement benefit. All employee voluntary contributions are
100% vested. Withdrawal features in the 401(K) plan are the same as the profit
sharing plan. Expenses for this plan were $42,835 for the year ending December
31, 1998.
6
<PAGE>
Deferred Compensation Plan. The Company has a Deferred Compensation Plan which
covers the Chief Executive Officer. This plan is a non-qualified voluntary
deferral salary program with participation limited to the Bank's senior
management group of vice president and above.
Contributions to the plan are voluntary and may be changed from year to
year based upon the income needs of eligible participants. Amounts deferred are
assets of the Bank and income derived from the investment of these assets are
also reflected as assets of the Bank. These assets are subject to the claims of
creditors of the corporation. Deferred funds will be invested and reinvested by
the corporation until such time the employee separates from service and elects
to receive the deferral amounts plus accumulated earnings. The corporation has
the right to invest bank assets in cash, cash equivalents, marketable
securities, common stock, life insurance, annuities or savings instruments as
deemed appropriate by the Trustees and Board of Directors. Expenses for this
plan were $13,265 for the year ending December 31, 1998.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors believes it appropriate to submit for action by
the shareholders its selection of Tourville, Simpson & Henderson, L.L.P. as the
Company's independent auditors for 1999 to audit the consolidated financial
statements of the Company for the current year and to perform such other
appropriate accounting services as may be required by the Board.
Representatives of Tourville, Simpson & Henderson, L.L.P. are expected
to be present at the Annual Meeting with the opportunity to make a statement if
they so desire and they are expected to be available to respond to appropriate
questions.
The Board of Directors recommends a vote "FOR" ratification of the
appointment of Tourville, Simpson & Henderson, L.L.P. as the Company's
independent auditors.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires certain officers of the
Company and its directors, and persons who beneficially own more than 10% of any
registered class of the Company's common stock, to file reports of ownership and
changes in ownership with the SEC. Based solely on a review of the reports and
written representations provided to the Company by the above referenced persons,
the Company believes that during the fiscal year ended December 31, 1998 all
filing requirements applicable to its reporting officers, directors and greater
than ten percent beneficial owners were properly and timely complied with.
INDEPENDENT ACCOUNTANTS
During the 1998 fiscal year, Tourville, Simpson & Henderson, L.L.P. of
Columbia, South Carolina, served as independent accountants to the Company. They
have been appointed as the Company's independent accountants for the 1999 fiscal
year by the Board of Directors. Representative of Tourville, Simpson &
Henderson, L.L.P. are expected to be present at the Annual Meeting and will have
the opportunity to make a statement if they desire to do so. They will be
available to respond to proper questions regarding the independent accountants'
responsibilities.
7
<PAGE>
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Annual Meeting, it
is intended that proxies in the accompanying form will be voted in respect
thereof in accordance with the judgement of the person or persons voting the
proxies, including matters relating to the conduct of the Annual Meeting.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next Annual
Meeting of Shareholders to be held in April 2000, should be received by the
Company no later than January 29, 2000, in order to be considered for inclusion
in the Company's proxy statement and form of proxy relating to that meeting .
Such proposals should be sent in writing to Communitycorp, Post Office Box 1707,
Walterboro, South Carolina 29488, Attention: Corporate Secretary. Any such
proposals must comply in all respect with the rules and regulations of the
Securities and Exchange Commission.
EXPENSE OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, directors, officers and regular employees of
the Company may solicit proxies personally or by telephone at their regular
salary or hourly compensation.
FORM 10-K
The Company will provide without charge to each person solicited herein,
upon the written request of such person, a copy of the Company's Annual Report
on Form 10-K, including the financial statements and schedules thereto. Such a
written request should be directed to Communitycorp, Post Office Box 1707,
Walterboro, South Carolina, 29488, Attention: Corporate Secretary.
BY ORDER OF THE BOARD OF DIRECTORS
PEDEN B. MCLEOD W. ROGER CROOK
CHAIRMAN OF THE BOARD PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Walterboro, South Carolina
March 31, 1999
8
<PAGE>
PROXY
KNOW ALL MEN BY THESE PRESENT that I, the undersigned shareholder of
Communitycorp, Walterboro, South Carolina, do hereby nominate, constitute and
appoint Peden B. McLeod and Harold M. Robertson or
__________________________________________ or any one or more of them, my true
and lawful attorney(s) with full power of substitution, for me and in my name,
place and stead to vote all of the stock of said Company, standing in my name on
its books as of March 8, 1999 at the meeting of its shareholders to be held at
the Bank of Walterboro building located at 1100 North Jefferies Boulevard,
Walterboro, South Carolina, on Tuesday, April 27, 1999 at 6:00 p.m. Eastern time
or at any adjournment thereof, as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FOR WITHHOLD 1. ELECTION OF DIRECTORS:
( ) ( ) The Election of Three (3) Class II directors listed in the
accompanying Statement. The names of the nominees are
as follows: George W. Cone, Opedalis Evans, J. Barnwell
Fishburne
FOR AGAINST ABSTAIN 2. RATIFICATION OF AUDITORS:
( ) ( ) ( ) To ratify the selection of Tourville, Simpson and
Henderson as auditors of the
Company for the year ending
December 31, 1999 as stated in
the accompanying notice of said
meeting.
3. OTHER BUSINESS:
Such other business that may
properly be brought before the
meeting or any adjournment
thereof. Management at the
present time knows of no other
business to be brought before the
meeting other than that of a
routine nature.
</TABLE>
I hereby ratify and confirm all that said attorney(s) may do or cause to be done
by virtue hereof, receipt of the notice of said Annual Meeting being hereby
acknowledged. Said attorney(s) is (are) hereby authorized to exercise all of the
powers that I would possess if present personally at said meeting or any
adjournment thereof. I hereby revoke all proxies by me heretofore given for any
meeting of shareholders of said Company.
IN THE ABSENCE OF A CONTRARY DIRECTION, THE SHARES REPRESENTED HEREBY SHALL BE
VOTED IN FAVOR OF THE MATTERS SPECIFICALLY SET FORTH ABOVE ANY IF ANY OTHER
BUSINESS IS PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE
WITH THE RECOMMENDATION OF MANAGEMENT.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY RE REVOKED
PRIOR TO ITS EXERCISE. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED
PROPOSITIONS.
In Witness whereof I have hereunto set my hand and seal this _____ day of
______________ 1999.
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Signature
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Signature if held jointly
