SCHEDULE 14A INFORMATION
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No.__)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section
240.14a-11(c) or Section 240.14a-12
SOUTHERN COMMUNITY BANCSHARES, INC.
(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)(4)
and O-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 O-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 O-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>
SOUTHERN COMMUNITY BANCSHARES, INC.
325 2nd Street, S.E.
Cullman, Alabama 35505
(256) 734-4863
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of
Shareholders of Southern Community Bancshares, Inc. (the "Holding
Company") will be held at the office of the Holding Company at 325 2nd
Street, S.E., Cullman, Alabama 35055 on January 25, 1999, at 4:00
p.m., Central Time (the "Annual Meeting"), for the following purposes,
all of which are more completely set forth in the accompanying Proxy
Statement:
1. To elect three director(s) of the Holding Company for
term(s) expiring in January 2002;
2. To ratify the selection of Arthur Andersen LLP as the
auditors of the Holding Company for the current fiscal year;
and
3. To transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.
Only the Holding Company shareholders of record at the close
of business on December 16, 1998, will be entitled to receive notice
of and to vote at the Annual Meeting and at any adjournments thereof.
Whether or not you expect to attend the Annual Meeting, we urge you to
consider the accompanying Proxy Statement carefully and to SIGN, DATE
AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES MAY BE
VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM MAY
BE ASSURED AT THE ANNUAL MEETING. The giving of a proxy does not
affect your right to vote in person in the event you attend the Annual
Meeting.
By Order of the Board of Directors
__________________, President
Cullman, Alabama
December 29, 1998
<PAGE>
SOUTHERN COMMUNITY BANCSHARES, INC.
325 2nd Street, S.E.
Cullman, Alabama 35055
(256) 734-4863
PROXY STATEMENT
PROXIES
The enclosed Proxy is being solicited by the Board of
Directors of Southern Community Bancshares, Inc. (the "Holding
Company"), for use at the 1998 Annual Meeting of Shareholders of the
Holding Company to be held at the office of Southern Community
Bancshares, on January 25, 1999, at 4:00 p.m., Central Time, and at
any adjournments thereof (the "Annual Meeting"). Without affecting
any vote previously taken, the Proxy may be revoked by a shareholder
by execution of a later dated proxy which is received by the Holding
Company before the Proxy is exercised or by giving notice of
revocation to the Holding Company in writing or in open meeting before
the Proxy is exercised. Attendance at the Annual Meeting will not, of
itself, revoke a proxy.
Each properly executed Proxy received prior to the Annual
Meeting and not revoked will be voted as specified thereon or, in the
absence of specific instructions to the contrary, will be voted:
FOR the election of Finis E. St. John IV, Eston E. Jones,
and W. Daniel Keel, as director(s) of the Holding Company for term(s)
expiring in January, 2002; and
FOR the ratification of the selection of Arthur Andersen LLP
("Arthur Andersen") as the auditors of the Holding Company for the
current fiscal year.
Proxies may be solicited by the directors, officers and
other employees of the Holding Company in person or by telephone,
telegraph or mail only for use at the Annual Meeting. Such proxies
will not be used for any other meeting. The cost of soliciting
proxies will be borne by the Holding Company.
Only shareholders of record as of the close of business on
December 16, 1998 (the "Voting Record Date"), are entitled to vote at
the Annual Meeting. Each such shareholder will be entitled to cast
one vote for each share owned. The Holding Company's records disclose
that, as of the Voting Record Date, there were 1,080,482 votes
entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of
the Holding Company on or about the 29th day of December, 1998.
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<PAGE>
VOTE REQUIRED
Election of Directors
Under Delaware corporate law and the Holding Company's
Certificate of Incorporation (the "Certificate of Incorporation"),
three nominees receiving the greatest number of votes will be elected
as directors. Shares to which the authority to vote is withheld are
not counted toward the election of directors or toward the election of
the individual nominees specified in the enclosed Proxy. If the
enclosed Proxy is signed and dated by the shareholder, but no vote is
specified thereon, the shares held by such shareholder will be voted
FOR the re-election of the three nominees.
Ratification of Selection of Auditors
The affirmative vote of the holders of a majority of the
shares of the Holding Company represented in person or by proxy at
the Annual Meeting is necessary to ratify the selection of Arthur
Andersen as the auditors of the Holding Company for the current fiscal
year. Non-votes will have the same effect as a vote against the
approval of such ratification, as will abstentions. If, however,
shares are represented at the Annual Meeting by a shareholder who
signed and dated a proxy in the form of the enclosed Proxy, but who
did not vote on the ratification of the selection of Arthur Andersen
by marking the appropriate block on the Proxy, such shares will be
voted FOR the ratification of the selection of and will not be
considered Non-votes.
VOTING SECURITIES AND OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with
respect to the only person(s) known to the Holding Company to own
beneficially more than five percent of the outstanding common shares
of the Holding Company, as of December 16, 1998:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of Shares
Beneficial Owner Beneficial Ownership Outstanding
<S> <C> <C>
First Bankers Trust, N.A. 90,988 (1) 8.0%
1201 Broadway
Quincy, Illinois 62301
(1) Consists of shares held by First Bankers Trust, N.A., as the
trustee for the Southern Community Bancshares, Inc. Employee
Stock Ownership Plan.
</TABLE>
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<PAGE>
PROPOSAL ONE - ELECTION OF DIRECTORS
Election of Directors
The Certificate of Incorporation provides for a Board of
Directors consisting of up to nine (9) persons divided into three
classes. In accordance with the Certificate of Incorporation,
nominees for election as directors may be proposed only by the
directors or by a shareholder entitled to vote for directors if such
shareholder has submitted a written nomination to the Secretary of the
Holding Company not less than thirty days nor more than sixty days
prior to the date of the annual meeting of shareholders. Each such
written nomination must state the name, age, business or residence
address of the nominee, the principal occupation or employment of the
nominee, and the number of common shares of the Holding Company owned
either beneficially or of record by each such nominee.
The Board of Directors proposes the reelection of the
following persons to serve until the Annual Meeting of Shareholders in
2002 and until their successors are duly elected and qualified or
until their earlier resignation, removal from office or death:
<TABLE>
<CAPTION>
Name Age(1) Positions Held Since(2)
<S> <C> <C> <C>
Finis E. St. John, IV 41 Chairman 1996
Eston E. Jones 79 Director 1996
W. Daniel Keel 63 Director 1996
(1) As of September 30, 1998.
(2) Finis E. St. John, IV, Eston E. Jones, and W. Daniel Keel
became director(s) of the Holding Company in connection with the
conversion of First Federal Savings & Loan Association of
Cullman (the "Association") from mutual to stock form (the
"Conversion") and the formation of the Holding Company as the
Holding Company for the Association.
</TABLE>
If any nominee is unable to stand for election, any proxies
granting authority to vote for such nominee will be voted for such
substitute as the Board of Directors recommends.
The following directors will continue to serve as directors
of the Holding Company after the Annual Meeting for the terms
indicated:
<TABLE>
<CAPTION>
Name Age(1) Position(s) Held Since(2) Term Expires
<S> <C> <C> <C> <C>
William R. Faulk 37 Director, President 1996 2000
Maxie T. Hudson 65 Director 1996 1999
Joseph S. Franey 58 Director 1996 2000
Ronald P. Martin 53 Director 1996 2001
Phillip W. Freeman 47 Director 1996 2001
(1) As of September 30, 1998.
(2) Each director became a director in connection with the Conversion.
</TABLE>
3
<PAGE>
Finis E. St. John, IV. Mr. St. John is a partner in St. John & St.
John, L.L.P., a law firm located in Cullman. Mr. St. John is also an
executive officer of Cullman Environmental, Inc., a waste service
concern serving Cullman, Alabama.
Mr. William R. Faulk. Mr. Faulk has a BS in economics and an MBA in
finance, both from the University of Alabama at Birmingham. He is a
graduate of the Stonier School of Banking. He joined First Federal in
1986 and served in a variety of positions before becoming President
and Chief Executive Officer in 1994.
Joseph S. Franey. Mr. Franey is a retired trucking company executive.
Phillip W. Freeman. Dr. Phillip Freeman is a physician practicing
with Cullman Internal Medicine Incorporated. Dr. Freeman is a member
of the Cullman Area Chamber of Commerce.
Maxie T. Hudson. Mr. Hudson is the immediate past President of the
Association. Prior to joining the Association, Mr. Hudson was
employed as an accountant.
Eston E. Jones. Mr. Jones was the President of the Association prior
to Mr. Hudson. Mr. Jones currently serves on the Loan Committee of
the Board of Directors.
W. Daniel Keel. Mr. Keel is a retired insurance and real estate
executive.
Ronald P. Martin. Mr. Martin is a Certified Public Accountant in
private practice. Mr. Martin has worked in both public and private
accounting during his career. Prior to entering private practice,
Mr. Martin was Chief Financial Officer of a regional construction
company.
Meetings of Directors
The Holding Company was incorporated in July 1996. The
Board of Directors of the Holding Company met five (5) times for
regularly scheduled and special meetings during the fiscal year ended
September 30, 1998.
Each director of the Holding Company is also a director of
the Association. The Board of Directors of the Association met 12
times for regularly scheduled and special meetings during the fiscal
year ended September 30, 1998. Each director attended at least 75% of
the aggregate of such meetings and meetings of committees of the
Board of Directors of which such director was a member.
Committees of Directors
The Board of Directors of the Holding Company has a Stock
Option Plan Committee and an MRP Committee. The Board of Directors of
the Holding Company also has an Audit Committee, but no separate
nominating or compensation committees.
The members of the Stock Option Plan Committee are Messrs.
Keel, Martin and St. John. The Stock Option Plan Committee
administers the Stock Option Plan and determines the number of shares to
4
<PAGE>
be covered by options granted to the officers and employees of the
Holding Company pursuant to the Stock Option Plan.
The members of the MRP Committee are Messrs. Keel, Martin
and St. John. The MRP Committee administers the MRP and determines
the number of shares to be awarded to officers and employees of the
Holding Company pursuant to the Stock Option Plan.
The members of the Audit Committee are Messrs. Faulk, Franey
and Martin. The Audit Committee is responsible for selecting an
auditor, having an audit conducted and reviewing and reporting to the
full Board of Directors on the independent audits of the Holding
Company.
The Association has a Loan Committee, an Asset Liability
Management Committee and a Nominating Committee.
The members of the Loan Committee are Messrs. Faulk, Jones
and Keel. The Loan Committee reviews and approves all real estate
loans made by the Association. The Loan Committee reviews and
approves all loans not secured by real estate made by the Association
in an amount greater than $20,000. All loans made by the Association
in amounts in excess of $250,000 are reviewed and approved by the full
Board of Directors of the Association.
The Asset Liability Management Committee is comprised of
Messrs. Faulk and Martin and Ms. Knight. The function of the Asset
Liability Management Committee is to review the interest rate risk of
the Association and to report and recommend action to the full Board
of Directors with regard thereto. The Asset Liability Management
Committee met four (4) times during the fiscal year ended September
30, 1998.
The members of the Nominating Committee are Messrs. Faulk,
Jones, Keel and St. John. The function of the Nominating Committee is
to recommend to the full Board of Directors, persons to be nominated
by the Board for election as directors of the Association by the
Association's shareholder. The Nominating Committee met one (1) time
during 1998.
EXECUTIVE OFFICERS
In addition to Mr. William R. Faulk, the President of the
Holding Company and the following persons are executive officers of
the Holding Company and hold the designated positions:
<TABLE>
<CAPTION>
Name Age(1) Position(s) Held
<S> <C> <C>
Beth B. Knight 36 Secretary/Treasurer/Vice
President-Finance and Chief
Financial Officer
(1) Ms. Knight has a BS in accounting from the University of
Alabama and she is a Certified Public Account. She joined the
Association in 1992 and has served in her current capacity since
joining the Association.
</TABLE>
5
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information with
respect to the number of common shares of the Holding Company
beneficially owned by each director of the Holding Company and by all
directors and executive officers of the Holding Company as a group, as
of December 16, 1998:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of Shares
Beneficial Owner(1) Beneficial Ownership(2) Outstanding
<S> <C> <C>
William R. Faulk 29,150 2.67%
Joseph S. Franey 30,000 2.78
Phillip W. Freeman 20,000 1.85
Maxie T. Hudson 12,000 1.11
Eston E. Jones 15,000 1.39
W. Daniel Keel 30,000 2.78
Ronald P. Martin 30,000 2.78
Finis E. St. John, IV 30,000 2.78
All directors and executive 408,185 37.78
officers as a group (10
persons)(3)
(1) Each of the persons listed in this table may be contacted at
the address of the Holding Company.
(2) The beneficial owner has sole voting and investment power
unless otherwise indicated. The beneficial ownership shown for
individuals above includes shares owned by spouses as follows:
Mr. Faulk, 14,575; Mr. Franey, 15,000; Dr. Freeman, 10,000; Mr.
Keel, 15,000; Mr. Martin, 15,000; and Mr. St. John, 15,000.
(3) Includes shares held in grantor trusts for contribution to the
Stock Option Plan and the MRP. Directors of the Holding Company
act as trustees of such trusts and have voting and investment
power with respect to such shares.
</TABLE>
Section 16(a) Beneficial Ownership Reporting Compliance
Under the federal securities laws, each director and
executive officer of the Holding Company is required to file a Form 3
to report their beneficial ownership of common shares of the Holding
Company to the Securities and Exchange Commission within ten days (10)
after the date on which they become a director or executive officer.
The Holding Company must disclose in its Proxy Statements any failure
to file a Form 3 timely. At the time of appointment to the Board of
Directors of the Holding Company in December 1996 all directors and
executive officers timely filed Form 3. See "PROPOSAL ONE - ELECTION
OF DIRECTORS."
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<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Executive Compensation
Summary Compensation Table. No executive officer of the
Holding Company received compensation in excess of $100,000 in fiscal
1998. The following table sets forth the compensation paid to Mr.
William Faulk, the President of the Holding Company, for the fiscal
year(s) ended September 30, 1998:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
-----------------------------------------
Annual Compensation Awards Payouts
----------------------------------- ----------------------------- ---------
Securities
Restricted Underlying
Other Annual Stock Options/ LTIP All Other
Name and Principal Salary Bonus Compensation Award(s) SARS Payouts Compensation
Position Year ($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William R. Faulk,
President 1998 $81,307 $6,054 $3,432 $41,511.40(1) 28,434 ---- ----
1997 $79,407 $3,776 $6,804 ---- ---- ---- ----
1996 ---- ---- ---- ---- ---- ---- ----
(1) The Board of Directors of the Holding Company adopted a Management Recognition Plan ("MRP") on November 17, 1998
that was subsequently approved by a majority of the shareholders at the January 19, 1998 annual meeting of
shareholders. The purpose of the MRP is to reward and retain the directors and employees who are in key positions
of responsibility with the Holding Company or the Association. Pursuant to the terms and conditions of the
MRP, on February 19, 1998 Mr. Faulk was awarded and became eligible to earn, 11,373 shares of the Holding Company's
Common Stock (the "Restricted Stock"). Such shares vest at the rate of 20% per year commencing February 19, 1999,
subject to accelerated vesting upon death or disability. During the last completed fiscal year, Mr. Faulk received no
shares of Restricted Stock pursuant to the terms and conditions of the MRP. Each share of the Restricted Stock
earned by Mr. Faulk is valued at $18.00 per share closing bid price as quoted by NASDAQ on February 19, 1998, with an
aggregate value equal to $41,511.40. The total number of shares of Restricted Stock that will vest, in whole or in
part, under the MRP within three years from February 19, 1998 is equal to 4,550 shares of Restricted Stock.
</TABLE>
Stock Options. The following table sets forth certain
information regarding the number and value of options held by the
Holding Company's President at the end of fiscal 1998. No
options were exercised by the Holding Company's President during
the last completed year.
7
<PAGE>
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
<CAPTION>
Number of
Securities % of Total
Underlying Options/SARs
Options/SARs Granted to Exercise or
Granted Employees in Base Price
Name (#) Fiscal Year ($/Sh) Expiration Date
----------------- ------------ ------------- ----------- -----------------
<S> <C> <C> <C> <C>
William R. Faulk 28,434(1) 38% $18.00 November 17, 2007
(1) The Holding Company granted to Mr. Faulk 28,434 options on February
19, 1998. The options shall vest at the rate of 20% per year from the
date of the grant, subject to accelerated vesting upon death or
disability.
</TABLE>
Director Compensation
The Holding Company pays no director's fees. Each
director of the Association currently receives a fee of $750 for
each meeting of the Board of Directors attended. In addition,
each member of the Loan Committee receives $450 per month. Each
member of the Audit Committee receives a fee of $500 for each
meeting of the Audit Committee attended.
Employment Agreements
The Association has entered into employment agreements
with William R. Faulk, President of the Association and Ms. Beth
B. Knight, Vice-President-Finance and Chief Financial Officer of
the Association (the "Employment Agreements"). The Employment
Agreements were effective upon the completion of the Conversion
and each provide for a term of three years, renewing at the end
of each year at the option of the Association, with salary in any
year to be not less that the first year of the term and with
performance and salary review to be undertaken by the Board of
Directors not less often than annually. The salary of Mr. Faulk
and Ms. Knight under the Employment Agreements during the last
completed fiscal year was $82,737 and $52,400, respectively. The
Employment Agreements also provide for the inclusion of Mr. Faulk
and Ms. Knight in any formally established employee benefit,
bonus, pension and profit-sharing plans for which senior
management personnel are eligible.
Each Employment Agreement is terminable by the
Association at any time. In the event of termination by the
Association for "just cause," as defined in the Employment
Agreement, Mr. Faulk and/or Ms. Knight will have no right to
receive any compensation or other benefits for any period after
such termination. In the event of termination by the Association
other than for just cause, Mr. Faulk and/or Ms. Knight will be
entitled to a continuation of salary payments for a period of
time equal to the term of the Employment Agreement and a
continuation of benefits substantially equal to those being
provided at the date of termination of employment until the
earliest to occur of the end of the end of the term of the
Employment Agreement or the date on which Mr. Faulk and/or Ms.
Knight becomes employed full-time by another employer.
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<PAGE>
Each Employment Agreement also contains provisions with
respect to the occurrence within one year of a "change of
control" of (1) the termination of employment of the employee for
any reason other than just cause, retirement or termination at
the end of the term of the agreement, or (2) a constructive
termination resulting from change in the capacity or
circumstances in which the employee is employed or a material
reduction in his responsibilities, authority, compensation or
other benefits provided under the Employment Agreement without
the employee's written consent. In the event of any such
occurrence, the employee would be entitled to payment of an
amount equal to (a) the amount of compensation to which he would
be entitled for the remainder of the term of the Employment
Agreement, plus (b) the difference between (i) three times the
employee's average annual compensation for the three taxable
years immediately preceding the termination of employment less
(ii) the amount paid to the employee as compensation for the
remainder of the employment term. In addition, the employee
would be entitled to continued coverage under all benefit plans
until the earliest of the end of the term of the Employment
Agreement or the date on which he is included in another
employer's benefit plans as a full-time employee. The maximum
which the employee may receive, however, is limited to an amount
which will not result in the imposition of a penalty tax pursuant
to Section 280G(b)(3) of the Code. "Change of Control," as
defined in the Employment Agreement, generally refers to the
acquisition by any person or entity of the ownership or power to
vote 10% or more of the voting stock of the Association or the
Holding Company, the control of the election of a majority of the
directors of the Association or the Holding Company or the
exercise of a controlling influence over the management or
policies of the Association or the Holding Company.
Certain Transactions
In accordance with the OTS regulations, the Association
makes loans to executive officers and directors of the
Association in the ordinary course of business and on the same
terms and conditions, including interest rates and collateral, as
those of comparable loans to other persons. All outstanding
loans to executive officers and directors comply with such
policy, do not involve more than the normal risk of
collectibility or present other unfavorable features and are
current in their payments. Loans to all directors and executive
officers of the Association and their related interests totaled
$868,597 at September 30, 1998. Any future transactions between
the Holding Company and the Association or any other affiliate of
the Holding Company will be on terms no less favorable than could
be approved by a majority of the directors of the Holding Company
including the majority of disinterested directors.
Finis E. St. John, IV, Chairman of the Association and
of the Holding Company, serves as general counsel to the
Association. The Association expects to continue to engage Mr.
St. John in such capacity in the future.
PROPOSAL TWO - SELECTION OF AUDITORS
The Board of Directors has selected Arthur Andersen,
LLP as the auditors of the Holding Company for the current
fiscal year and recommends that the shareholders ratify such
selection. Management expects that a representative of Arthur
Andersen, LLP will be present at the Annual Meeting, will have
the opportunity to make a statement if he or she so desires and
will be available to respond to appropriate questions.
9
<PAGE>
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
Any proposals of shareholders intended to be included
in the Proxy statement for the Annual Meeting of Shareholders of
the Holding Company to be held in January, 2000 should be sent to
the Holding Company by certified mail and must be received by the
Holding Company not later than August 14, 1999.
Management knows of no other business which may be
brought before the Annual Meeting. It is the intention of the
persons named in the enclosed Proxy to vote such Proxy in
accordance with their best judgment on any other matters which
may be brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN
PERSON, YOU ARE URGED TO FILL IN, SIGN AND RETURN THE
PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
___________________, President
Cullman, Alabama
December 29, 1998
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<PAGE>
[ X ] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE SOUTHERN COMMUNITY BANCSHARES, INC.
ANNUAL MEETING OF SHAREHOLDERS 1. The election as directors
JANUARY 25, 1999 of all nominees listed below:
The undersigned shareholder of With For All
Southern Community Bancshares, Inc. For hold Except
(the "Holding Company" hereby [ ] [ ] [ ]
constitutes and appoints William R.
Faulk and Finis E. St. John, IV or Finis E. St. John, IV, Easton E.
either one of them, the Proxy or Jones and W. Daniel Keel
Proxies of the undersigned with full
power of substitution and resubstitution, INSTRUCTION: To withhold
to vote at the Annual Meeting of authority to vote for any
Shareholders of the Holding Company individual nominee, mark "For All
to be held at the office of the Except" and write that nominee's
Holding Company located at 325 2nd name in the space provided below.
Street, S.E., Cullman, Alabama 35055
on January 25, 1999 at 4:00 p.m., _________________________________
Central Time (the "Annual Meeting"),
all of the shares of the Holding 2. The ratification of the
Company which the undersigned is selection of Arthur Andersen,
entitled to vote at the Annual Meeting, LLP as the auditors of
or at any adjournment thereof, on each Southern Community Bancshares,
of the following proposals, all of Inc. for the current fiscal
which are described in the accompanying year.
Proxy Statement:
For Against Abstain
[ ] [ ] [ ]
3. In their discretion, upon
other business as may
properly come before the
Annual Meeting or any
adjournments thereof.
This Revocable Proxy will be voted as directed by the undersigned member.
If no direction is given, this Revocable Proxy will be voted FOR Proposals 1
and 2.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS.
Please be sure to sign and date
this Proxy in the box below. Date: ___________________
________________________________________________________________
Shareholder sign above -- Co-holder (if any) sign above.
_____________________________________________________________________________
Detach above card, sign, date and mail in postage paid envelope provided.
SOUTHERN COMMUNITY BANCSHARES, INC.
All Proxies previously given by the above signed are hereby revoked.
Receipt of the Notice of Annual Meeting of Shareholders or the Holding
Company and of the accompanying Proxy Statement is hereby acknowledged.
Please sign your name exactly as it appears on this Proxy. Joint
accounts require only one signature. If you are signing this Proxy as an
attorney, administrator, agent, corporation, officer, executor, trustee or
guardian, etc., please add your full title to your signature.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
<PAGE>
SOUTHERN COMMUNITY BANCSHARES, INC.
325 2nd Street, S.E.
Cullman, Alabama 35055
(256) 734-4863
December 29, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Southern Community Bancshares, Inc. (the "Holding
Company") which will be held at the office of the Holding Company at
325 2nd Street, Alabama 35055 on January 25, 1999 at 4:00 p.m.,
Central Time.
The enclosed Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted. During the meeting we
will also report on the operations of the Holding Company and First
Federal Savings and Loan Association of Cullman (the "Association"),
the wholly-owned subsidiary of the Holding Company. Directors and
officers of the Holding Company and Association will be present to
respond to any questions that stockholders may have. Also enclosed
for your review is our Annual Report to Stockholders which contains
detailed information concerning the activities and operating
performance of the Association.
The business to be conducted at the Annual Meeting consists of
the election of three directors, and the ratification of the
appointment of independent auditors for the Holding Company for the
fiscal year ending September 30, 1999. The Board of Directors of the
Holding Company has determined that the matters to be considered at
the Annual Meeting are in the best interest of the Holding Company and
its stockholders, and the Board of Directors unanimously recommends a
vote "FOR" each matter to be considered.
On behalf of the Board of Directors, we urge you to sign, date
and return the enclosed proxy card as soon as possible even if you
currently plan to attend the Annual Meeting. This will not prevent
you from voting in person, but will assure that your vote is counted
if you are unable to attend the meeting.
Sincerely,
/s/ William R. Faulk
William R. Faulk
President and Chief Executive Officer
