<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
[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
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Forsyth Bancshares, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in 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 )-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> 2
FORSYTH BANCSHARES, INC.
P.O. Box 2820
Cumming, GA 30028
770-886-9500
April 20, 1998
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of Shareholders
of Forsyth Bancshares, Inc. to be held at Sawnee Community Center, on Tuesday,
May 12, 1998, at 10:00 a.m., local time.
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Annual Meeting. During the Annual
Meeting, we also will report on the operations of the Company and the Bank
during the past year, and the directors and officers of the Company and the Bank
will be present to respond to appropriate questions from shareholders.
I hope that you will be able to attend the Annual Meeting. If you plan to
attend, please mark the appropriate box at the bottom of your proxy card so that
we can make proper arrangements for the anticipated number of guests. Whether or
not you plan to attend the Annual Meeting, please sign, date and return your
proxy card in the enclosed envelope at your earliest convenience. This will
assure that your shares will be represented and voted at the Annual Meeting even
if you are unable to attend.
Sincerely,
/s/ James J. Myers
James J. Myers
Chairman of the Board
<PAGE> 3
FORSYTH BANCSHARES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 12, 1998
NOTICE HEREBY IS GIVEN that the 1998 Annual Meeting of Shareholders of
Forsyth Bancshares, Inc. (the "Company") will be held at Sawnee Community Center
on Tuesday, May 12, 1998, at 10:00 a.m., local time, for the purposes of:
(1) Electing 18 directors of the Company; and
(2) Transacting such other business as properly may come before the Annual
Meeting or any adjournments thereof.
Information relating to matter (1) above is set forth in the attached Proxy
Statement. Shareholders of record at the close of business on April 5, 1998,
will be entitled to receive notice of and to vote at the Annual Meeting and any
adjournments thereof.
By Order of the Board of Directors.
/s/ Vicki D. Melton
Secretary
Cumming, Georgia
April 17, 1998
PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. YOU
CAN SPARE YOUR COMPANY THE EXPENSE OF FURTHER PROXY SOLICITATION BY RETURNING
YOUR PROXY CARD PROMPTLY. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE THE
PROXY AND VOTE IN PERSON IF YOU SO DESIRE.
<PAGE> 4
FORSYTH BANCSHARES, INC.
-------------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 12, 1998
-------------------------------
This Proxy Statement is furnished to the shareholders of Forsyth
Bancshares, Inc. (the "Company") in connection with the solicitation of proxies
by the Board of Directors of the Company for use at the 1998 Annual Meeting of
Shareholders of the Company and at any adjournments thereof (the "Annual
Meeting"). The Annual Meeting will be held on Tuesday, May 12, 1998 at 10:00
a.m. local time at the Sawnee Community Center.
The approximate date on which this Proxy Statement and the accompanying
proxy card are first being sent or given to shareholders is April 17, 1998.
VOTING
GENERAL
The securities that can be voted at the Annual Meeting consist of Common
Stock of the Company, no par value per share, with each share entitling its
owner to one vote on each matter submitted to the shareholders. The record date
for determining the holders of Common Stock who are entitled to notice of and to
vote at the Annual Meeting is April 5, 1998. On the record date, 800,000 shares
of Common Stock were outstanding and eligible to be voted at the Annual Meeting.
On the record date the Company had approximately 630 holders of record.
QUORUM AND VOTE REQUIRED
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock is necessary to constitute a quorum at the Annual
Meeting. In counting the votes to determine whether a quorum exists at the
Annual Meeting, the proposal receiving the greatest number of all votes cast
"for" or "against," as well as any abstentions (including instructions to
withhold authority to vote) will be used.
In accordance with Georgia law (under which the Company is organized) and
the Company's Bylaws, the vote required to elect directors (Proposal 1) is a
plurality of the votes cast by the holders of shares entitled to vote, provided
a quorum is present. As a result, votes that are withheld will have no effect.
As a result, abstentions and broker non-votes will have no effect.
PROXIES
The accompanying proxy card is for use at the Annual Meeting if a
shareholder is unable to attend in person or is able to attend but does not wish
to vote in person. Shareholders should specify their choices with regard to the
two proposals on the accompanying proxy card. All
<PAGE> 5
properly executed and dated proxy cards delivered by shareholders to the Company
in time to be voted at the Annual Meeting and not revoked will be voted at the
Annual Meeting in accordance with the instructions given. If no specific
instructions are given, the shares represented by a signed and dated proxy card
will be voted "FOR" the election of the eighteen director nominees named in
Proposal 1. If any other matters properly come before the Annual Meeting, the
persons named as proxies will vote upon such matters according to their
judgment. The Board of Directors is not aware of any other business to be
presented to a vote of the shareholders at the Annual Meeting.
The giving of a proxy does not affect the right to vote in person should
the shareholder attend the Annual Meeting. Any shareholder who has given a proxy
has the power to revoke it at any time before it is voted by giving written
notice of revocation to Vicki D. Melton, the Secretary of the Company, at 501
Tri-County Plaza, Cumming, Georgia 30040; by executing and delivering to P. O.
Box 2820, Cumming, Georgia 30028 a proxy card bearing a later date; or by voting
in person at the Annual Meeting.
In addition to soliciting proxies directly, the Company has requested
brokerage firms, nominees, custodians and fiduciaries to forward proxy materials
to the beneficial owners of shares held of record by them. The Company also may
solicit proxies through its directors, officers and employees in person and by
telephone and facsimile, without payment of additional compensation to such
persons. All expenses incurred in connection with the solicitation of proxies
will be borne by the Company.
STOCK OWNERSHIP
As of December 31, 1997, the 21 directors and executive officers of the
Company beneficially owned 181,750 shares, equal to 23.28% of the Common Stock
of the Company. The Company is unaware of any person that beneficially owns more
than five percent of the Company's Common Stock. For information regarding the
beneficial ownership of the Company's Common Stock as of December 31, 1997 by
each of the Company's directors and director nominees and certain executive
officers, see "Proposal 1 - Election of Directors - Information Regarding
Nominees and Continuing Directors."
PROPOSAL 1 - ELECTION OF DIRECTORS
NOMINEES
The Bylaws of the Company provide that the Board of Directors of the
Company shall consist of members who shall be subject to re-election each year.
The directors are elected by the shareholders for a term of one year and until
their successors are elected and qualified. The term of office of directors
expires each year at the Annual Meeting of Shareholders, and a new class of
directors is elected or re-elected by the shareholders each year at that time.
At the Annual Meeting, the terms of Catherine M. Amos, Jeffrey S. Bagley,
Bill H. Barnett, Danny M. Bennett, Michael P. Bennett, Bryan L. Bettis, Talmadge
W. Bolton, Thomas L. Bower III, Charles R. Castleberry, David H. Denton, Charles
D. Ingram, Herbert A. Lang, Jr., John P. McGruder, James J. Myers, Danny L.
Reid, Charles R. Smith, Wyatt L. Willingham and Jerry M. Wood will expire, and
the Board of Directors has nominated each of these 18 individuals to stand for
re-election as directors at the Annual Meeting. If elected by the shareholders,
each of the
2
<PAGE> 6
nominees will serve a one-year term which will expire at the 1999 Annual Meeting
of Shareholders.
If any of the nominees should be unavailable to serve for any reason (which
is not anticipated), the Board of Directors may designate a substitute nominee
or nominees (in which case the persons named as proxies on the enclosed proxy
card will vote the shares represented by all valid proxy cards for the election
of such substitute nominee or nominees), allow the vacancy or vacancies to
remain open until a suitable candidate or candidates are located, or by
resolution provide for a lesser number of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE PROPOSAL TO RE-ELECT CATHERINE M. AMOS, JEFFREY S. BAGLEY, BILL H. BARNETT,
DANNY M. BENNETT, MICHAEL P. BENNETT, BRYAN L. BETTIS, TALMADGE W. BOLTON,
THOMAS L. BOWER III, CHARLES R. CASTLEBERRY, DAVID H. DENTON, CHARLES D. INGRAM,
HERBERT A. LANG, JR., JOHN P. MCGRUDER, JAMES J. MYERS, DANNY L. REID, CHARLES
R. SMITH, WYATT L. WILLINGHAM AND JERRY M. WOOD AS DIRECTORS OF THE COMPANY FOR
A ONE-YEAR TERM EXPIRING AT THE 1999 ANNUAL MEETING OF SHAREHOLDERS AND UNTIL
THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED.
INFORMATION REGARDING NOMINEES AND CONTINUING DIRECTORS
The following table sets forth certain information regarding the 18
nominees for director. Except as otherwise indicated, (i) each of the named
persons has been engaged in his or her present principal occupation for more
than five years and (ii) each nominee has been a director of the Company since
its organization in 1996. Stock ownership information is as of December 31,
1997.
PERSONS NOMINATED FOR ELECTION TO SERVE AS DIRECTORS
UNTIL THE 1999 ANNUAL MEETING OF SHAREHOLDERS
<TABLE>
<CAPTION>
SHARES OF COMPANY STOCK
BENEFICIALLY OWNED
(PERCENT
NAME (AGE) BUSINESS INFORMATION OF CLASS)(1)
- ---------- -------------------- ------------
<S> <C> <C>
Catherine M. Amos Ms. Amos is a native of Forsyth County. 19,500
(44) She has been the President of Amos (2.44)
Properties, Inc., an owner of commercial
real estate ties since 1989, and the
Secretary/ Treasurer and co-owner of
Amos Plumbing & Electrical Co., Inc., a
contracting firm, since 1978. Ms. Amos
is currently the Chairman of Lake Lanier
Islands Authority, as well as a member
of several o ther civic, social and
community organizations. Ms. Amos is
also a director of the Bank.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
SHARES OF COMPANY STOCK
BENEFICIALLY OWNED
(PERCENT
NAME (AGE) BUSINESS INFORMATION OF CLASS)(1)
- ---------- -------------------- ------------
<S> <C> <C>
Jeffrey S. Bagley Mr. Bagley is a native of Forsyth 5,000
(34) County, Georgia and is presently a judge (*)
for the State Court of Forsyth County.
Mr. Bagley has practiced law with the
law firm of Boling, Rice, Bettis, Bagley
& Martin since 1987 and has been a
partner since 1992. Mr. Bagley is also a
director of the Bank.
Bill H. Barnett Mr. Barnett is a native of Forsyth 10,250
(55) County and is a former member of the (1.28)
Georgia House of Representatives and the
Forsyth County Board of Commissioners.
Mr. Barnett has been the President of
Bill H. Barnett, Inc., a real estate
investment and development company in
Cumming, Georgia, since 1991.
Danny M. Bennett Mr. Bennett is a native of Forsyth 10,000
(35) County, Georgia and is the President of (1.25)
GeoCorp Development Co., Inc., a land
development company in Cumming, Georgia.
Mr. Bennett is also Vice President and a
construction engineer for Georgia North
Contracting, Inc. Mr. Bennett has been
an officer of each of these companies
since 1988. Mr. Bennett is also a
director of the Bank.
Michael P. Bennett Mr. Bennett is a resident of Forsyth 7,500
(51) County, Georgia and is on the Board of (*)
Directors for Forsyth County Farm
Bureau. Mr. Bennett is also the Chief
Financial Officer and Secretary of 5
Bennett Farms, Inc. and served on the
Forsyth County Commission from 1987 to
1994. Mr. Bennett has been a
self-employed farmer since 1975. Mr.
Bennett is also a director of the Bank.
Bryan L. Bettis Mr. Bettis is a native of Forsyth 5,000
(34) County, Georgia and has been the Vice (*)
President of Midway Building Supply,
Inc. in Alpharetta, Georgia, since 1983.
Mr. Bettis is also the President of
Bettis Construction, Inc., a residential
construction company, and a member of
the South Forsyth Rotary Club.
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
SHARES OF COMPANY STOCK
BENEFICIALLY OWNED
(PERCENT
NAME (AGE) BUSINESS INFORMATION OF CLASS)(1)
- ---------- -------------------- ------------
<S> <C> <C>
Talmadge W. Bolton Mr. Bolton is a native of Forsyth 10,000
(62) County, Georgia and has been the Chief (1.25)
Executive Officer of Bolton's Truck
Parts, Inc., since 1978. He is a member
of Lafayette Masonic Lodge No. 44 and a
board member of the Forsyth County
Department of Family & Children Services
and the Forsyth County Zoning
Department. Mr. Bolton is also a
director of the Bank.
Thomas L. Bower III Mr. Bower has been a resident of 10,000
(44) Gainesville, Georgia for 21 years. Mr. (1.25)
Bower is the Secretary/Treasurer of
Clipper Petroleum, Inc. with whom he has
been associated since 1974, and a
partner in B&B Associates, a real estate
and convenience store partnership. Mr.
Bower also serves on the Board of
Directors for the Hall County Humane
Society.
Charles R. Castleberry Mr. Castleberry is a native of Forsyth 5,000
(42) County and has been employed by (*)
Progressive Lighting, Inc. as a manager
and representative since 1985. Mr.
Castleberry is a member of South Forsyth
Rotary Club, a member and past director
of the Cumming Chamber of Commerce and
past Chairman of the Board for the
Forsyth County Planning and Development
Board.
David H. Denton Mr. Denton is a resident of Forsyth 7,000
(51) County, Georgia and has over 32 years of (*)
banking experience in the State of
Georgia. Mr. Denton served as Senior
Vice President of The Peoples Bank of
Forsyth County from 1990 through June
1996. Mr. Denton is a graduate of the
University of Georgia and the Graduate
School of Banking of the South. He is a
member of the Rotary Club of South
Forsyth County, Boy Scouts of America,
Band Boosters of Forsyth Central High
School and South Forsyth High School and
an alumni of Leadership Forsyth. Mr.
Denton is also Chief Executive Officer
and President and a director of the
Bank.
Charles D. Ingram Mr. Ingram is a native of Forsyth 5,000
(53) County, Georgia and has been a co-owner, (*)
Secretary and Treasurer of
Ingram-Stafford Ford-Mercury, Inc. since
1989. He has served on the advisory
board of directors for Wachovia Bank and
is a graduate of the Graduate School of
Banking of the South. Mr. Ingram is also
a director of the Bank.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
SHARES OF COMPANY STOCK
BENEFICIALLY OWNED
(PERCENT
NAME (AGE) BUSINESS INFORMATION OF CLASS)(1)
- ---------- -------------------- ------------
<S> <C> <C>
Herbert A. Lang, Jr. Mr. Lang is a long-time resident of 10,000
(44) Forsyth County and has been the owner of (1.25)
Lang Signs, a sign manufacturer, since
1973. Mr. Lang is a member of the South
Forsyth Rotary Club. Mr. Lang is also a
director of the Bank.
John P. McGruder Dr. McGruder is a resident of Cumming, 10,000
(54) Georgia and has been the co-owner of (1.25)
Crestview Animal Hospital since 1984.
Mr. McGruder serves as a member of the
Forsyth County Humane Society. Mr.
McGruder is also a director of the Bank.
James J. Myers Mr. Myers is a resident of Cumming, 7,500
(46) Georgia and has been the owner of James (*)
J. Myers, CPA, PC since 1991. Mr. Myers
has been a CPA since 1976 and serves as
a member of South Forsyth Rotary Club,
Cumming Forsyth Optimist Club and
Leadership Forsyth County Georgia. Mr.
Myers is Chairman of the Company's Board
of Directors and also Chairman of the
board of directors of the Bank.
Danny L. Reid Mr. Reid is a native of Forsyth County, 10,000
(43) Georgia and has been a co-owner of Reid (1.25)
& Reid Grading and Pipeline, Inc., a
grading contractor and developer, since
1970. Mr. Reid is also a director of the
Bank.
Charles R. Smith Mr. Smith is a resident of Forsyth 25,000
(67) County and has presided as a Judge of (3.13)
the Municipal Court of Cumming, Georgia,
since 1992. Mr. Smith is a retired
former partner of Smith & Smith,
Attorneys with whom he was a partner
since 1956. Mr. Smith was an organizer,
director and former Chairman of the
Board of The Peoples Bank of Forsyth
County. Mr. Smith is also a director of
the Bank.
Wyatt L. Willingham Mr. Willingham is a resident Of Cumming, 7,500
(43) Georgia and is the Vice President and (*)
General Manager of North Georgia Fast
Foods, Inc., with which he has been
employed since 1973. Mr. Willingham is a
member of the Mount Zion Lodge and the
Yaarab Temple. Mr. Willingham is also a
director of the Bank.
</TABLE>
6
<PAGE> 10
<TABLE>
<CAPTION>
SHARES OF COMPANY STOCK
BENEFICIALLY OWNED
(PERCENT
NAME (AGE) BUSINESS INFORMATION OF CLASS)(1)
- ---------- -------------------- ------------
<S> <C> <C>
Jerry M. Wood Mr. Wood is a long-time resident of 5,000
(47) Forsyth County and has been the (*)
President of Jerry Wood Hardware Co.,
doing business as Wood Ace Hardware in
Alpharetta, Georgia, and Cumming,
Georgia since 1980. Mr. Wood is a
founding member of the South Forsyth
Rotary Club and has served as Chairman
of Finance for the Midway United
Methodist Church.
EXECUTIVE OFFICERS
Jimmy S. Fagan Mr. Fagan is the Executive Vice 10,000
(60) President of the Company and the Bank (1.25)
and is a long-time resident of Cumming,
Georgia and has over 31 years of banking
experience in Forsyth County, Georgia.
Mr. Fagan has been Executive Vice
President of the Company and Executive
Vice President of the Bank since
Inception. Prior to joining the Company,
he served as Vice Chairman and President
of The Peoples Bank of Forsyth County
with which he was associated since 1984.
He is a member of the South Forsyth
Rotary Club and Forsyth Development
Authority.
Vicki D. Melton Ms. Melton is the Chief Financial 500
(44) Officer of the Company and the Bank and (*)
is a resident of north Gwinnett County
and has over 15 years of banking
experience in the State of Georgia. Ms.
Melton has been the Chief Financial
Officer of the Company and the Vice
President and Chief Financial Officer of
the Bank since its inception in 1997.
Prior to joining the Company, she served
as Senior Vice President, Operations and
Chief Financial Officer of White County
Bank from 1993 through 1995 and was
Senior Vice President, Operations and
Chief Financial officer of Eastside Bank
& Trust Company from 1989 through 1993.
Ms. Melton is a graduate of the
University of Georgia, the Georgia
Bankers School and the American
Institute of Banking.
</TABLE>
7
<PAGE> 11
<TABLE>
<CAPTION>
SHARES OF COMPANY STOCK
BENEFICIALLY OWNED
(PERCENT
NAME (AGE) BUSINESS INFORMATION OF CLASS)(1)
- ---------- -------------------- ------------
<S> <C> <C>
Timothy M. Perry Mr. Perry is the Senior Lending Officer 2,000
(36) of the Company and the Bank and is a (*)
resident of Cumming, Georgia and has
over 15 years of banking experience in
the State of Georgia. Mr. Perry has been
Senior Lending Officer and Senior Vice
President of the Bank since its
inception in 1997. Prior to joining the
Company, he was associated with First
National Bancorp since 1986 as Senior
Vice President/Senior Credit Officer of
Barrow Bank & Trust Company from 1995
through June 1996 and Vice President,
Commercial Lending of The Peoples Bank
of Forsyth County from 1986 through
1995. Mr. Perry is a graduate of West
Georgia College and the Graduate School
of Banking of the South.
</TABLE>
Directors and Officers as a 181,750
group (21 persons) (23.28%)
- ---------------------------
(1) Beneficial ownership includes shares of Common Stock as to which a person
possesses sole or shared voting and/or investment power and shares which
may be acquired within 60 days after December 31, 1997 upon the exercise of
outstanding stock options. Shares which may be acquired upon the exercise
of stock options are deemed to be outstanding for the purpose of computing
the percentage of Common Stock owned by a particular individual but are not
deemed to be outstanding for the purpose of computing the percentage
ownership of any other person. To the Company's knowledge, the named
persons have sole voting and investment power with regard to the shares
shown as owned by them except as otherwise referenced below.
(*) Less than one percent.
None of the members of Board of Directors are related, except that John P.
McGruder's wife is a first cousin to Catherine M. Amos.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company conducts its business through
meetings of the full Board and through joint committees of the Boards of
Directors of the Company and the Bank, including an Audit Committee, Investment
Committee, Loan Committee and Personnel Committee. During 1997, the full Board
of Directors held seventeen (17) meetings, the Audit Committee held two (2)
meetings, the Investment Committee held 1 meeting, the Loan Committee held
thirty-seven (37) meetings, and the Personnel Committee held two (2) meetings.
Each director attended at least 75% of all meetings of the full Board of
Directors and of each committee of the Board of which he is a member.
The Audit Committee is responsible for reviewing with the Company's
independent accountants, their audit plan, the scope and results of their audit
engagement and the accompanying management letter, if any; reviewing the scope
and results of the Company's internal auditing procedures; consulting with the
independent accountants and management with regard to
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<PAGE> 12
the Company's accounting methods and the adequacy of the Company's internal
accounting controls; approving professional services provided by the independent
accountants; reviewing the independence of the independent accountants; and
reviewing the range of the independent accountants' audit and non-audit fees.
The Audit Committee is composed of Charlie Smith, Catherine Amos, Michael
Bennett, Talmadge Bolton and James J. Myers.
The Investment Committee is responsible for seeing that guidelines provided
by them in the investment policy are carried out by management. The Investment
Committee is composed of Jeffrey Bagley, Herbert Lang, Danny Bennett, Danny
Reid, and James L. Myers.
The Loan Committee is responsible for seeing that policy and regulation
guidelines are adhered to by lending personnel. Loans in excess of the lending
limits of personnel are carried to the committee for approval. The Loan
Committee is composed of Charles D. Ingram, Wyatt L. Willingham, Michael
Bennett, John McGruder and James J. Myers.
The Personnel Committee is responsible for setting the compensation and
benefits of the executive officers and other employees of the Company and the
Bank. The Personnel Committee is composed of James J. Myers, Charles Ingram and
Jeffrey Bagley.
The Board of Directors as a whole functions as a nominating committee to
select management's nominees for election as directors of the Company. The Board
of Directors will consider nominees recommended by shareholders if submitted to
the Company in accordance with the procedures set forth in Section 3.8 of the
Bylaws of the Company. See "Shareholders' Proposals for 1998 Annual Meeting"
below.
DIRECTOR COMPENSATION
The directors receive no compensation for attending Company or Bank Board
of Directors meetings or meetings of committees of the Board of Directors.
The Company and the Bank do not intend for the Company or the Bank to pay
directors' fees until such time as the Bank is cumulatively profitable. However,
the Company and the Bank reserve the right to pay directors' fees.
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Company is not aware of any person who holds more than five percent
(5%) of the outstanding Common Stock of the Company.
ADDITIONAL INFORMATION
For additional information that should be considered with regard to the
election of directors, see "Executive Compensation" and "Section 16(a)
Beneficial Ownership Reporting" below.
9
<PAGE> 13
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION OF EXECUTIVE OFFICERS
The following table summarizes by various categories, for the fiscal years
ended December 31, 1997 and 1996, the total compensation paid by the Company to
its President and Chief Executive Officer. Other that Jimmy S. Fagan, no other
executive officer of the Company earned over $100,000 in salary and bonus for
the period from February 14, 1996 (inception) to December 31, 1997. As the
Company was incorporated in 1996, no data is provided for 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------------
OTHER
ANNUAL
NAME AND POSITION YEAR SALARY BONUS COMPENSATION
----------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
David H. Denton 1997 $96,974 0 --
President and 1996 41,083 0 --
Chief Executive Officer
Jimmy S. Fagan 1997 109,069 0 --
Executive Vice President 1996 $18,150 0 --
</TABLE>
EMPLOYMENT AGREEMENTS
DAVID H. DENTON. David H. Denton and the Company have entered into an
employment agreement pursuant to which Mr. Denton serves as the President and
Chief Executive Officer of the Company and the Bank. The employment agreement
provides for a salary of $98,000 plus annual medical insurance premium. Mr.
Denton is eligible to participate in any management incentive program of the
Company or the Bank or any long-term equity incentive program and will be
eligible for grants of stock options and other awards thereunder. Additionally,
Mr. Denton participates in the Company's or the Bank's retirement, welfare and
other benefit programs and is entitled to reimbursement for automobile expenses
and travel and business expenses. The Company maintains a key man life insurance
policy on Mr. Denton providing for death benefits in the amount of $600,000
payable to the Company and $400,000 payable to Mr. Denton's family.
The employment agreement provides for an initial term of five years,
beginning on June 28, 1996, and can be extended by the Company at the end of
each year for an additional year, so that the remaining term shall continue to
be five years. If the Company terminates Mr. Denton's employment without cause
or if Mr. Denton's employment is terminated due to a sale, merger or dissolution
of the Company or the Bank, the Company will be obligated to continue his salary
and bonus for the first twelve months thereafter plus one-half of his salary for
the second twelve months thereafter. Furthermore, the Company must remove any
restrictions on outstanding incentive awards so that all such awards vest
immediately and the Company must continue to provide his life insurance and
medical benefits until he reaches the age of 65.
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<PAGE> 14
In addition, the employment agreement provides that following termination
of his employment with the Company and for a period of twelve months thereafter,
Mr. Denton may not : (i) be employed in the banking business as a director,
officer at the vice president level or higher, or organizer or promoter of, or
provide executive management services to, any financial institution within
Forsyth County; or (ii) solicit employees of the Bank for employment.
COMPANY 401(K) PLAN
The Company established, effective January 1, 1998, a qualified salary
deferral plan pursuant to Section 401(k) of the Internal Revenue Code (the
"401(k) Plan"). The 401(k) Plan is open to all employees, including executive
officers, on the first day of the month coinciding with or following the date on
which the employee attains age 21 and completes twelve months of service and
1,000 hours of service during such twelve months ("Year of Service"). Effective
January 1, 1998, employees who are normally scheduled to work 24 or more hours
per week may participate in the 401(k) payroll deduction portion of the 401(k)
Plan on the first day of the month after the eligible employee completes one
year of employment and attain age 18. Employees who are normally scheduled to
work fewer than 24 hours per week may participate after attaining age 21 and
completing a Year of Service. All Employees must still complete a Year of
Service and attain age 21 before becoming eligible for a Company matching
contribution. Pursuant to the 401(k) Plan, each participating employee is
permitted to authorize payroll deductions of up to 6% of his or her total
compensation during the calendar year (the "Basic Contributions"), and is
permitted to make supplemental contributions of up to 10% of his or her total
compensation during the calendar year (the "Supplemental Contributions"). An
employee's aggregate contributions are subject to limits set by law. The Company
may, but is not required to, make matching contributions in cash or the
Company's Common Stock equal to 20% of each participant's Basic Contributions.
The Company does not intend to make any matching contributions to the 401(k)
Plan until such time that the Bank is cumulatively profitable and the thereafter
matching contributions will only be made in the discretion of the Company Board
of Directors. Participants are immediately 100% vested in their Basic and
Supplemental Contributions.
EXECUTIVE DEFERRED COMPENSATION AGREEMENTS
The Company has deferred compensation agreements with certain of the
Company's executive officers under which each executive has agreed to reduce his
salary in exchange for annual benefits upon retirement. Amounts of compensation
deferred pursuant to the deferred compensation agreements are included in the
salaries of the Named Executive Officers disclosed in the Summary Compensation
Table in the year such compensation is earned. Such compensation will not be
included in such individuals' salary in the Summary Compensation Table in the
later year in which he actually receives such compensation. The Named Executive
Officers are entitled to the following amounts upon retirement or attaining age
65 under such deferred compensation agreements: Jimmy S. Fagan - $11,400
annually.
Each of the deferred compensation agreements provide that in the event of a
change of control of the Company (as defined in the agreements), the officer (i)
if he has not yet qualified for early retirement benefits, shall have the right
to demand his withdrawal benefits (which is an amount approximately equal to the
amount of salary deferred under the agreement by the officer) in a single lump
sum payment, or (ii) if he has qualified for early retirement benefits or has
begun receiving a retirement benefit under his deferred compensation agreement,
shall have the right to demand his benefits in a single lump sum payment in an
amount equal to the annual amount to
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<PAGE> 15
which the officer is entitled times the number of years remaining in his life
expectancy based on the actuarial assumptions used in connection with the
Company's Pension Plan at that time, reduced to present value using 6% per
annum.
LOANS TO MANAGEMENT
Directors, executive officers and principal shareholders of the Company and
the Bank and their affiliates have been customers of the Bank from time to time
in the ordinary course of business, and additional transactions may be expected
to take place in the future. In accordance with applicable federal laws and
regulations, all loans by the Bank to such persons are made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons, do not involve more than
the normal risk of collectibility or embody other unfavorable features, and
comply with specified quantitative limits imposed by such federal laws and
regulations. At December 31, 1997, the aggregate amount of loans and extensions
of credit outstanding to such persons was approximately $3,125,311, which
represented 41.60% of the total equity capital of the Bank as of such date.
Deposit accounts with Company and Bank officers, directors and their affiliates
totaled $3,105,000 at December 31, 1997.
None of the Bank's loans outstanding at any time during or subsequent to
1997 to directors, executive officers or principal shareholders of the Company
or the Bank or their associates is or has been on past due or non-accrual
status, has been restructured, or is considered by the Bank to be a problem
loan.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company is not currently subject to filings required by Section 16 of
the Exchange Act.
SHAREHOLDERS' PROPOSALS AND NOMINATION PROCEDURES
FOR 1998 ANNUAL MEETING
Director nominations and other proposals of shareholders intended to be
presented at the 1999 Annual Meeting of Shareholders must be submitted to the
Company in accordance with the procedures set forth in Section(s) 3.8 of the
Bylaws of the Company and in accordance with applicable rules of the Securities
and Exchange Commission. The effect of these provisions is that shareholders
must submit such nominations and proposals, together with certain related
information specified in the above-referenced sections of the Bylaws, in writing
to the Company on or before December 31, 1998 in order for such matters to be
included in the Company's proxy materials for, and voted upon at, the 1999
Annual Meeting. All such proposals, nominations and related information should
be submitted on or before such date by certified mail, return receipt requested,
to the Secretary of the Company, Vicki D. Melton, 501 Tri-County Plaza, Cumming,
Georgia 30040. A copy of the above-referenced sections of the Bylaws will be
provided upon request in writing to the Secretary of the Company at such
address.
Pursuant to Section 3.8 of its Bylaws, the Company has established certain
nomination requirements for an individual to be elected as a director of the
Company at any annual or special meeting of the shareholders. Those requirements
include, but are not limited to, the requirement
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<PAGE> 16
that the nominating shareholder provide the Company: (i) notice of any proposed
director within certain time frames; (ii) the name and certain biographical
information on the nominee; and (iii) the notice be accompanied by a sworn or
certified statement by the shareholder which indicates that the nominee has
consented to the nomination and that the shareholder believes that the nominee
will stand for election and will serve if elected. The chairman of any meeting
of the shareholders may, for good cause shown and with proper regard for the
orderly conduct of the meeting, waive in whole or in part the operation of
Section 3.8 of the Company's Bylaws. These provisions could reduce the
likelihood that a third party could nominate and elect individuals to serve on
the Company's Board of Directors.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors of the Company knows of no matters other than those
referred to in the accompanying Notice of Annual Meeting of Shareholders which
may properly come before the Annual Meeting. However, if any other matter should
be properly presented for consideration and voting at the Annual Meeting or any
adjournments thereof, it is the intention of the persons named as proxies on the
enclosed form of proxy card to vote the shares represented by all valid proxy
cards in accordance with their judgment of what is in the best interest of the
Company.
By Order of the Board of Directors.
/s/ Vicki D. Melton
Vicki D. Melton
Secretary
Cumming, Georgia
April 20, 1998
-------------------------------
The Company's 1997 Annual Report, which includes audited financial
statements, has been mailed to shareholders of the Company with these proxy
materials. The Annual Report does not form any part of the material for the
solicitation of proxies
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APPENDIX
PROXY
FORSYTH BANCSHARES, INC.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Vicki D. Melton and James J. Myers, or
either of them, each with full power of substitution as proxies to vote the
stock of the undersigned at the Annual Meeting of Shareholders of Forsyth
Bancshares, Inc. (the "Company") to be held at Sawnee Community Center on May
12, 1998 at 10:00 a.m., local time, and at any and all adjournments or
postponements thereof (the "Meeting").
1. Election of Directors
<TABLE>
<S> <C>
[ ] FOR all nominees for director listed below. [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) (to vote for all nominees listed)
</TABLE>
Catherine M. Amos, Jeffrey S. Bagley, Bill H. Barnett, Danny M. Bennett, Michael
P. Bennett, Bryan L. Bettis, Talmadge W. Bolton, Thomas L. Bower III, Charles R.
Castleberry, David H. Denton, Charles D. Ingram, Herbert A. Lang, Jr., John P.
McGruder, James J. Myers, Danny L. Reid, Charles R. Smith, Wyatt L. Willingham
and Jerry M. Wood.
To withhold authority to vote for any individual nominee, write that
nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. In the discretion of the proxies on such other matters as may properly come
before the meeting or any adjournments thereof.
[ ] AUTHORIZED [ ] NOT AUTHORIZED
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER AND IN THE DISCRETION OF THE PROXIES. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" EACH OF THE PROPOSALS AND WITH
DISCRETIONARY AUTHORITY ON ALL OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING.
Dated , 1998
--------------------
--------------------------------
--------------------------------
Signature(s) of Shareholder(s)
Please date and sign this proxy
exactly as the names appear
hereon. In the case of joint
tenants, each joint owner should
sign. If a corporation, please
sign in full corporate name by
president or other authorized
officer. When signing as
attorney, executor, trustee,
administrator or guardian,
please give full title as such.
If a partnership, please sign in
partnership name by authorized
person.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND
MAY BE REVOKED BY THE SHAREHOLDER PRIOR TO ITS EXERCISE
