Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or
ss. 240.14a-12
FIRST GEORGIA COMMUNITY CORP.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:_______________________________________________
(2) Aggregate number of securities to which transaction
applies:_______________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):__________________________
-------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:_______
-------------------------------------------------------
(5) Total fee paid:________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount previously paid:________________________________
(2) Form, Schedule or Registration Statement No.:__________
(3) Filing Party:__________________________________________
(4) Date Filed:____________________________________________
<PAGE>
FIRST GEORGIA COMMUNITY CORP.
150 Covington Street
Jackson, Georgia 30233
(770) 504-1090
PROXY STATEMENT
For the Annual Meeting of Stockholders
To be held Thursday, April 22, 1999
--------------------------------------------
PROXY SOLICITATION
This Proxy Statement is furnished to stockholders of First Georgia
Community Corp. (the "Company"), on or about April 6, 1999, in connection with
the solicitation of proxies on behalf of the Board of Directors to be voted at
the Annual Meeting of Stockholders to be held at 10:00 a.m. on Thursday, April
22, 1999, or any adjournment thereof. The meeting will be held at the offices of
the Company located at 150 Covington Street, Jackson, Georgia.
The person voting the enclosed proxy may revoke it at any time before
it is exercised by writing to the President of the Company at its principal
office, First Georgia Community Corp., 150 Covington Street, Jackson, Georgia
30233, or by attending the Annual Meeting and choosing to vote in person, in
which case any prior proxy given will be revoked. Any written revocation will be
effective upon receipt by the President of the Company.
If a stockholder designates how a proxy is to be voted on any of the
business to come before the meeting, the signed proxy will be voted in
accordance with such designation. If a stockholder fails to designate how the
proxy should be voted, the signed proxy will be voted for the election of the
eleven (11) nominees named below as Directors, and for the approval of Mauldin &
Jenkins as the Company's independent auditors.
The Company will bear the cost of this proxy solicitation, including
the charges and expenses of brokerage firms and others which forward material to
beneficial owners. Proxies may be solicited in person or by mail, telephone or
telegraph. Proxies may also be solicited by certain Directors, officers and
regular employees of the Company or its subsidiary.
VOTING AT THE ANNUAL MEETING
Stockholders of record owning the Company's common stock, $5.00 par
value, at the close of business on March 15, 1999, will be entitled to notice of
and to vote at the Annual Meeting. On that date, there were 758,458 shares of
common stock outstanding, each
1
<PAGE>
share entitling the holder to one vote upon each matter to be presented at the
Annual Meeting.
While the Notice of Annual Meeting calls for the transaction of such
other business as may properly come before the meeting, management has no
knowledge of any matters to be presented for action by the stockholders except
as set forth in this Proxy Statement. The enclosed proxy gives discretionary
authority, providing that persons holding proxies may vote in accordance with
their best judgment as to any other business which may be brought up at the
meeting.
ELECTION OF DIRECTORS
As authorized by the By-laws of the Company, the Board of Directors has
determined that the Board of Directors of the Company to be elected at the
Annual Meeting shall consist of eleven (11) persons. At the Annual Meeting, the
eleven (11) Directors are to be elected to serve approximately one-year terms
until the annual meeting to be held in 2000. Management is soliciting proxies to
vote for its eleven (11) nominees as Directors of the Company. The nominees of
management are as follows:
JOHN L. COLEMAN, D. RICHARD BALLARD, CHARLES W. CARTER,
ALFRED D. FEARS, JR., WILLIAM B. JONES, HARRY LEWIS, JOEY
McCLELLAND, ALEXANDER POLLACK, ROBERT RYAN, JAMES H.
WARREN, AND GEORGE L. WEAVER.
All proxies will be voted in accordance with the stated instructions.
If any nominee ceases to be a candidate for election for any reason, the proxy
will be voted for a substitute nominee designated by the Board. Proxies given by
stockholders cannot be voted for more than eleven (11) persons. Assuming a
quorum is represented at the Annual Meeting, the nominees for Director will be
elected if they receive the affirmative vote of a plurality of all votes cast at
the meeting.
Unless otherwise directed, it is the intention of the persons named in
the Proxy to vote for the election of the nominees listed above.
If the above persons are elected as directors of the Company, the
Company anticipates electing the same persons to serve as directors of the
Company's sole subsidiary, First Georgia Community Bank (the "Bank").
Recommendation of the Board of Directors Concerning the Election of
Directors:
The Board of Directors of the Company recommends a vote for the
election of the above-listed eleven (11) Director nominees to
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<PAGE>
hold office until the 2000 Annual Meeting of Shareholders held for the purpose
of electing Directors.
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
Currently, the Board of Directors of both the Company and the Bank
consists of eleven (11) persons, each of which has been nominated for
re-election to the Board of Directors. Each of those persons has been a Director
of the Company since its organization in 1996. In addition, each of those
persons has been a Director of the Bank since its organization in 1996. The
Directors of the Company and the Bank are as follows:
John L. Coleman (53)
Mr. Coleman is the President, Chief Executive Officer and a Director of
the Company and holds the same positions with the Bank. He has held
these positions with the Company, since August, 1996 and with the Bank
since September, 1997. From 1994 until July, 1996, Mr. Coleman acted as
Regional Retail Manager Northwest Georgia-Bartow County and Senior
Banking Executive for NationsBank Bartow County in Cartersville,
Georgia. From 1986 to 1994, Mr. Coleman was President and Senior Lender
of C&S Bank and NationsBank, Bartow County Division, in Cartersville,
and acted in a similar position at C&S Bank, Jackson Division, in
Jackson, Georgia, from 1982 to 1986. From 1967 to 1982, Mr. Coleman
worked in various management positions for C&S Bank in LaGrange,
Georgia, and Atlanta, Georgia.
D. Richard Ballard (52)
Since 1967, Mr. Ballard has been affiliated with Haisten
Funeral Home, Inc. in Jackson, Georgia, and is currently
the President/CEO. Mr. Ballard is also the President/CEO
of Haisten Funeral Home of Henry County, Inc.
Charles W. Carter (63)
Since 1968, Mr. Carter has been affiliated with Carter
Builders Supply in Jackson, and is currently the
President. Mr. Carter was an advisory director of C & S
Bank and NationsBank in Jackson from 1978 until 1994.
Alfred D. Fears, Jr. (42)
Mr. Fears' primary occupation is as an attorney, and he
has been practicing law in Jackson, Georgia since 1981.
He also owns and operates an apartment rental business in
Jackson.
3
<PAGE>
William B. Jones (54)
From 1966 to 1976, Mr. Jones was a teacher, coach and school
superintendent in Jackson, Georgia. Since 1977, Mr. Jones has
practiced law in Jackson, Georgia, and has been active in the
food and petroleum distribution business. Mr. Jones is
currently President of Jones Petroleum Co., Meriwether
Properties, Inc. and Jones & Hudgins, and Vice President of
Jones & Owenby, Inc. He also served on the Advisory Board of
NationsBank in Jackson.
Harry Lewis (47)
Mr. Lewis owns and operates an automobile dealership in
Jackson, Georgia, which he has operated since 1983. He is
also affiliated with Playtime Learning Center, Inc., and is
currently President. Mr. Lewis is also the Secretary-
Treasurer, Chief Financial Officer and Chief Accounting
Officer of the Company. He has served in these positions
since August, 1997.
Joey McClelland (52)
Since 1997, Mr. McClelland has served as a director of International
Consulting. Prior to 1997, Mr. McClelland has acted as Executive
Director of Marketing and Logistics Consulting, providing design and
implementation consulting services to international business
operations. Prior to 1989, Mr. McClelland held numerous management
level positions in related marketing fields.
Dr. Alexander Pollack (45)
Since 1986, Dr. Pollack has been self-employed in Jackson,
Georgia, as a general surgeon. In addition, Dr. Pollack is
the medical director at the Georgia Diagnostic and
Classification Prison.
Robert Ryan (61)
Since 1983, Mr. Ryan has been President of Atlanta South
75 Inc. From 1960 to 1983, Mr. Ryan held various
management positions with Unocal Corporation, Los
Angeles, California. Mr. Ryan served on the Board of
Directors of Speedway Corporation and the Association of
Christian Truckers.
James H. Warren (60)
Since 1971, Mr. Warren has been self-employed as a
general contractor and developer. He is President of
Sure Power, Inc., Secretary-Treasurer of Brushy Mountain
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<PAGE>
Hydro-Electric Power, Inc. and Alternator & Starter
House, Inc., and a partner in Fenwyck Development Co.
George L. Weaver (51)
Mr. Weaver has been President of Central Georgia EMC since
1984. From 1971 to 1984, Mr. Weaver held various management
positions with Central Georgia EMC. Mr. Weaver served on the
Advisory Board of NationsBank of Georgia, N.A. in Jackson, and
as Vice Chairman of the Board of Directors of Federated Rural
Electric Insurance Corp. He presently serves as a director of
Southeastern Data Corporation (past Chairman of the Board) and
Georgia Rural Electric Service Corporation (past Chairman of
the Board). Mr. Weaver also serves as President of the
Georgia Rural Electric Managers Association and as a member of
the Rural Electric Management Development Council.
John L. Coleman serves as President and Chief Executive Officer of the
Company and the Bank. Harry Lewis serves as Secretary-Treasurer, Chief Financial
Officer and Chief Accounting Officer of the Company. They are the only executive
officers of the Company. Each officer serves at the pleasure of the Board of
Directors of the Company.
There are not, and have not been during the last five (5) years, any
involvements by the above-listed persons in legal proceedings relating to the
Federal bankruptcy act, Federal commodities law violations, or securities law
violations. In addition, none of the above-listed persons are currently charged
with or within the last five (5) years have been convicted of any criminal
violations of law (other than minor traffic violations). In addition, there are
not, and have not been within the last five (5) years, any orders, judgments or
decrees enjoining or limiting any director from engaging in any type of business
practice or activity.
Charles W. Carter and Harry Lewis are first cousins. There are no other
family relationships among the director nominees or among any of them and any
members of management of the Company or the Bank.
There are no arrangements or understandings between the Company and any
person pursuant to which any of the above persons have been or will be elected a
director. No director is a director of another bank or bank holding company. Mr.
Fears provided legal services to the Company during 1998, and it is anticipated
he will provide legal services to the Company during 1999.
5
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Because the Company is a holding company, the only significant asset of
which is its wholly-owned subsidiary, the Bank, most of the business activities
of the Company and its subsidiary occur at the Bank level. In addition, the same
persons who are management's nominees as directors of the Company are likely to
be elected as directors of the Bank. Therefore, information regarding the board
and committees is being given for both the Company and the Bank.
The Company
The Board of Directors of the Company held three (3) meetings during
the year ended December 31, 1998.
The Bank
The Board of Directors of the Bank held eighteen (18) meetings during
the year ended December 31, 1998.
The Bank has six (6) principal permanent committees. These are the
Funds Management Committee, the Audit and Compliance Committee, the Marketing
Committee, the Building Committee, the Benefits and Personnel Committee, and the
Loan Committee.
The Funds Management (Asset/Liability) Committee sets policy and
reviews the Bank's investment portfolio and investment markets and makes
recommendations in regard to Bank investments. The Funds Management Committee
met four (4) times during 1998. Its members are Dr. Alexander Pollack, Harry
Lewis, Joey McClelland and John Coleman.
The Audit and Compliance Committee reviews independent audit reports to
report the findings to the Board of Directors and recommends the independent
auditor. The Audit Committee met one (1) time during 1998. Its members are
Alfred D. Fears, Jr., Richard Ballard and James H. Warren.
The Marketing Committee meets to discuss marketing and advertising of
the Bank. The Marketing Committee met one (1) time during 1998. Its members are
Joey McClelland, Richard Ballard, Robert Ryan, and William Jones.
The Building Committee meets to discuss the construction of buildings for
the Bank and renovations and major repairs to buildings of the Bank. It did not
meet in 1998. Its members are Charles Carter, Alfred D. Fears, Jr. and James H.
Warren.
The Benefits and Personnel Committee meets to review the compensation
and benefits of employees, officers and directors of the Bank and to consider
personnel matters of the Bank. It met one
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<PAGE>
(1) time during 1998. Its members are George Weaver, Harry Lewis
and James H. Warren.
The Loan Committee meets to discuss, review and approve or disapprove
loans in excess of $550,000 and up to $1,500,000. The Loan Committee met
twenty-five (25) times during 1998. Its members are George Weaver, William
Jones, Charles Carter, Robert Ryan, Harry Lewis and John Coleman.
NON-DIRECTOR EXECUTIVE OFFICERS OF THE BANK
The Bank currently has serving two executive officers who are not
Directors of the Company or the Bank. Each officer serves at the pleasure of the
Board of Directors of the Bank. The following is a brief biographical sketch of
each such executive officer:
Larry Morgan (51)
Mr. Morgan is the Executive Vice President and Senior Loan Officer of
the Bank and has served in that position since September, 1997. From 1992-1997,
he served as Senior Vice President and Senior Commercial Relationship Manager
for NationsBank, Macon, Georgia. From 1973-1992, he served as Consumer Lender,
cashier, Commercial Lender and finally as City Executive for C & S National
Bank, Jackson, Georgia.
Elaine S. Kendrick (51)
Ms. Kendrick is the Senior Vice President and Senior Operations Officer
of the Bank and has served in that position since September, 1997. From
1996-1997, she served as Senior Vice President and Controller of Griffin Federal
Savings Bank, Griffin, Georgia. From 1990-1996, she served as Vice President and
Controller of Griffin Federal Savings Bank. From 1987-1990, she served as a
banking officer for First Union National Bank of Georgia in Griffin and Newnan,
Georgia. From 1965-1987, she served in various capacities for Commercial Bank &
Trust Company.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation
The Company does not separately compensate any of its directors or executive
officers. Any compensation paid them is paid by the Bank. The following sets
forth certain information concerning the compensation of the Company's chief
executive officer during fiscal year 1998. No other executive officer of the
Company received compensation.
7
<PAGE>
Summary Compensation Table
Annual Compensation
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
Name and Other Annual Securities All Other
Principal Fiscal Compensation Underlying Compensation
Position Year Salary ($) Bonus ($) ($) Options (#) ($)
- --------- ----- ---------- --------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
John L. Coleman 1998 135,000 0 --(1) 0 1015(2)
President and
Chief Executive
Officer
</TABLE>
(1) Compensation does not include any perquisites and other personal
benefits which may be derived from business-related expenditures that
in the aggregate do not exceed the lesser of $50,000 or 10% of the
total annual salary and bonus reported for such person.
(2) The Company provided Mr. Coleman with a $250,000 term life insurance
policy; the premium paid by the Company in 1998 was $1,015. In
addition, pursuant to Mr. Coleman's employment agreement, Mr. Coleman
will be entitled to severance pay equal to one month's pay for each
year employed by the Bank in the event of termination of his
employment.
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
FY-End(#) FY-End($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
John L. Coleman 0 - 15,000/0 0/-
President and
Chief Executive
Officer
</TABLE>
Employment Agreement
John L. Coleman has an employment agreement with the Company and the
Bank under which he will serve as President and Chief Executive Officer of the
Company and of the Bank. The employment agreement provides for a five-year term
and is annually renewable thereafter. He is paid an annual salary, the salary
for 1998 being set forth above. He is also entitled to certain performance
bonuses. To qualify for the annual bonus, the Bank must first have a CAMEL 2
rating for the applicable year. If the Bank has a CAMEL 2 rating for the
applicable year, then Mr. Coleman will be paid a
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<PAGE>
cash bonus for the year which is a certain percentage of his salary for the year
depending on the pre-tax return on average assets ("ROA") performance of the
Bank for the year. No cash bonus was paid Mr. Coleman for 1998. The CAMEL rating
is a rating which will be assigned to the Bank each year by the Department of
Banking based on its examination of different performance factors, with "1"
being the best CAMEL rating and "5" being the worst. The bonus formula is as
follows:
ROA Percentage of Salary
Less than .9% No bonus
.9% or greater; less than 1.0% 5%
1.0% or greater; less than 1.10% 10%
1.10% or greater; less than 1.20% 15%
1.20% or greater; less than 1.30% 20%
1.30% or greater; less than 1.40% 25%
1.40% or greater; less than 1.60% 30%
1.60% or greater; less than 1.75% 35%
1.75% or greater; less than 2.00% 40%
Over 2.00% 50%
Under Mr. Coleman's employment agreement, he also has the option to
purchase 15,000 shares of Common Stock of the Company at the price of the lesser
of $10.00 or book value of the stock during the first three years of operation
of the Bank and at the price of book value of the stock during the remainder of
the term of the employment agreement, not to exceed a ten year option term. He
also will receive options to purchase up to an additional 5,000 shares at the
price of book value of the stock at the date of exercise, with the number of
options which he may receive in any year being determined based on a formula
tied to performance of the Bank. The number of options which Mr. Coleman will be
entitled to receive in any year is determined by multiplying (i) 1,000 shares by
(ii) a fraction whose numerator is the amount of the bonus earned by Mr. Coleman
determined as set forth above and whose denominator is the maximum bonus which
Mr. Coleman could have received for the year. The term of these options is the
same as the term of the initial option to purchase 15,000 shares.
Mr. Coleman also receives health, life and disability insurance under
the same plan and terms as other employees of the Bank. He receives a mid-size
automobile to be used primarily for business purposes, and the Bank pays
operating, maintenance and insurance expenses for the automobile. The Bank pays
monthly membership dues for Mr. Coleman up to $75.00 per month at a local
country club, and the Bank paid the initiation fee of the local country club up
to $3,000.
Mr. Coleman's employment agreement provides for severance pay for Mr.
Coleman in the event of Mr. Coleman's termination (except for cause) after a
change of control of the Bank. Under the employment agreement, the term
"control" means the acquisition of 25 percent or more of the voting securities
of the Bank by any
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person, or persons acting as a group within the meaning of Section 13(d) of the
Securities Exchange Act of 1934 or the acquisition of between 10 percent and 25
percent of the voting securities of the Bank if the Board of Directors of the
Bank or the Comptroller of the Currency, the Federal Deposit Insurance
Corporation or the Federal Reserve Bank has made a determination that such
acquisition constitutes or will constitute control of the Bank.
The employment agreement provides that if Mr. Coleman is terminated
after 365 days as a result of a change of control, Mr. Coleman shall be entitled
to receive his salary through the last day of the calendar month of the
termination, or payment in lieu of the notice period. In addition, Mr. Coleman
would receive an amount equal to three times his then existing annual base
salary. The employment agreement further provides that the payment shall also be
made in connection with, or within 120 days after, a change of control of the
Bank if such change of control was opposed by Mr. Coleman or the Bank's Board of
Directors. This payment would be in addition to any amount otherwise owed to Mr.
Coleman pursuant to his employment agreement.
Director Compensation
The Company and the Bank presently do not compensate any of their
directors for their services as directors. The directors of the Company and the
Bank presently do not receive a fee for attending Board meetings or committee
meetings.
TRANSACTIONS WITH MANAGEMENT
In the ordinary course of its banking business, the Bank has had and
anticipates that it will continue to have transactions with various directors,
officers, principal shareholders, and their associates.
In the opinion of management all loans and commitments to extend loans
included in such transactions were made in the ordinary course of business
substantially on the same terms, including interest rates and collateral, as
those prevailing from time to time on comparable transactions with unaffiliated
persons; are not such as are required to be classified as non- accrual, past
due, restructured or creating potential problems; and do not involve more than a
normal risk of collectibility or present any other unfavorable features. In
management's opinion, the amount of extensions of credit outstanding at any time
from the beginning of the last fiscal year to date to a director, director
nominee, executive officer or principal security holder and their associates,
individually or in the aggregate, did not exceed the maximum permitted under
applicable banking regulations.
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<PAGE>
STOCK OWNERSHIP OF DIRECTOR NOMINEES, AND
DIRECTOR NOMINEES AND OFFICERS AS A GROUP
The following table sets forth the beneficial ownership of the
Company's only outstanding class of securities, common stock, $5.00 par value,
held by the current directors, nominees for director, named executive officers,
and directors and executive officers as a group, as of March 15, 1999.
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address Beneficial Percentage
of Beneficial Owner Ownership Ownership
<S> <C> <C>
D. Richard Ballard 20,500 (1) 2.70%
Charles W. Carter 26,700 (2) 3.52
John L. Coleman 40,000 (3) 5.17 (4)
Alfred D. Fears 20,000 (5) 2.64
William B. Jones 32,532 (6) 4.29
Harry Lewis 20,500 2.70
Joey McClelland 20,000 (7) 2.64
Dr. Alexander Pollack 29,600 (8) 3.90
Robert Ryan 15,000 (9) 1.98
James H. Warren 20,152 (10) 2.66
George L. Weaver 21,565 (11) 2.84
All current directors 281,949 (12) 36.45 (4)
and executive officers as
a group (12 persons)
- ------------------------
</TABLE>
(1) Does not include 300 shares owned by his adult son over which shares he
asserts no voting or investment power.
(2) Includes 6,700 shares owned by C. Carter, Inc. and 1,500 shares owned
by Jones Hometown Hardware, over all of which shares Mr. Carter has
investment and voting power; does not include 4,300 shares owned by his
wife, 1,500 shares owned by his adult son, and 100 shares owned by his
mother, over all of which shares he asserts no voting or investment
power.
(3) Includes 15,000 shares that are subject to options granted to
Mr. Coleman under the terms of his employment agreement.
Those options are immediately exercisable at an exercise price
of the lesser of $10.00 per share or book value per share and
expire ten years from the date of grant. Also includes 25,000
shares held in Mr. Coleman's IRA; does not include 55 shares
owned by each of his adult daughters, over which shares he
asserts no voting or investment power.
(4) In calculating percentage ownership, includes 15,000 shares subject to
options granted Mr. Coleman in calculating total outstanding stock of
the Company and number of shares beneficially owned by Mr. Coleman.
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<PAGE>
(5) Includes 1,059 shares owned by Mr. Fears as custodian for his minor
children and 5,941 shares owned by Mr. Fear's IRA, over all of which
shares Mr. Fears has investment and voting power; does not include 200
shares owned by his wife, over which shares he asserts no voting or
investment power.
(6) Includes 17,532 shares owned by Jones Petroleum Co., Inc., over which
shares Mr. Jones has investment and voting power; does not include 500
shares owned by his adult son and 1,000 shares owned by his wife, over
all of which shares he asserts no voting or investment power.
(7) Does not include 100 shares owned by Mr. McClelland's adult son, 100
shares owned by Mr. McClelland's adult daughter, 1,900 shares owned by
Mr. McClelland's mother, over all of which shares he asserts no voting
or investment power.
(8) Includes 500 shares owned by Dr. Pollack as custodian for his minor
child, over which shares he has investment and voting power; does not
include 100 shares owned by his wife, over which he asserts no voting
or investment power.
(9) Owned by Mr. Ryan and his wife jointly; does not include 100 shares
owned by Mr. Ryan's adult son and 1,150 shares owned by Mr. Ryan's
adult stepson, over all of which shares Mr. Ryan asserts no voting or
investment power.
(10) Includes 2,926 shares owned by Mr. Warren's IRA, 9,300 shares owned
jointly with his wife, and 2,926 shares owned by Mr. Warren's wife's
IRA, over all of which shares he shares voting and investment power;
does not include 100 shares owned by his adult daughter and 200 shares
owned by his father, over all of which shares Mr. Warren asserts no
voting or investment power.
(11) Includes 5,177 shares owned by Mr. Weaver's IRA, over which shares he
has voting and investment power.
(12) Includes 15,200 shares beneficially owned by an executive officer of
the Bank not named or listed above.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial owners of Company's only
outstanding class of common stock, $5.00 par value, who to the Company's
knowledge, owned beneficially more than five percent (5%) of the Company's
outstanding common stock as of March 15, 1999.
12
<PAGE>
<TABLE>
<CAPTION>
Amount &
Nature of
Name and Address of Relationship Beneficial Percent
Beneficial Owner with Company Ownership of Class
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
John L. Coleman Director,
9292 Jackson Lake Road President &
Monticello, GA 31064 Chief Executive
Officer 40,000(1) 5.17%(2)
</TABLE>
- ------------------------
(1) Includes 15,000 shares that are subject to options granted to Mr.
Coleman under the terms of his employment agreement. Those options are
immediately exercisable at an exercise price of the lesser of $10.00
per share or book value per share and expire ten years from the date of
grant. Also includes 25,000 shares held in Mr. Coleman's IRA.
(2) In calculating percentage ownership, includes 15,000 shares subject to
options granted Mr. Coleman in calculating total outstanding stock of
the Company and number of shares beneficially owned by Mr. Coleman.
FILINGS UNDER SECTION 16(a)
Section 16(a) of the Securities and Exchange Act of 1934 required the
Company's executive officers and directors, and persons who own more than 10% of
the common stock of the Company, to file reports of ownership and changes in
ownership of such securities with the Securities and Exchange Commission.
Executive officers, directors and greater than 10% beneficial owners
are required by applicable regulations to furnish the Company with copies of all
Section 16(a) forms they file. The Company is not aware of any beneficial owner
of more than 10% of its common stock.
Based solely upon a review of the copies of the forms furnished to the
Company, the Company believes that during the 1998 fiscal year all filings
applicable to its officers and directors were complied with.
APPROVAL OF AUDITORS
The Directors have recommended that the stockholders approve the
appointment of Mauldin & Jenkins, a certified public accounting firm, as
independent auditors for the Company for the 1999 fiscal year.
A representative of Mauldin & Jenkins is expected to be present at the
annual meeting and will have an opportunity to make
13
<PAGE>
a statement if they desire to do so. The representative is expected to be
available to respond to appropriate questions.
The affirmative vote of the holders of the Company's common stock
constituting a majority of the total votes cast for or against this proposal at
the meeting is necessary to approve Mauldin & Jenkins as the Company's auditors.
The Board of Directors recommends a vote "FOR" the proposal approving
Mauldin & Jenkins as the Company's auditors for 1999.
STOCKHOLDER PROPOSALS FOR THE ANNUAL MEETING
TO BE HELD IN 2000
Proposals of stockholders intended to be presented at the annual
meeting to be held in 2000 and to be included in the Company's proxy statement
relative to that meeting must be received by the Company on or before December
1, 1999. Notice of a stockholder's proposal intended to be presented at the
annual meeting to be held in 2000, which is not received in time for inclusion
in the Company's proxy statement, must be received by the Company on or before
February 14, 2000. Such proposals should be in writing and sent to John L.
Coleman, President and CEO, First Georgia Community Corp., 150 Covington Street,
Jackson, Georgia 30233.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB
The Company will be pleased to make its Annual Report on Form 10-KSB,
as filed with the Securities and Exchange Commission, available without charge
to interested persons. Written requests for the report should be directed to
John L. Coleman, President and CEO, First Georgia Community Corp., 150 Covington
Street, Jackson, Georgia, 30233.
March 31, 1999
14
<PAGE>
APPENDIX TO PROXY STATEMENT
FIRST GEORGIA COMMUNITY CORP.
PROXY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of First
Georgia Community Corp. (the "Company") hereby appoints, George L. Weaver, John
L. Coleman, or either of them, as proxies, with full power of substitution, to
vote as designated on the reverse side, on behalf of the undersigned the number
of votes to which the undersigned is entitled, at the Annual Meeting of
Shareholders of First Georgia Community Corp. to be held on Thursday, April 22,
1999, at 10:00 AM at the offices of First Georgia Community Bank, 150 Covington
Street, Jackson, Georgia, 30233, or at any adjournments thereof.
Unless a contrary direction is indicated, the shares represented by the
proxy will be voted for all nominees for directors named in the proxy and for
Proposal 2; if specific instructions are indicated, this proxy will be voted in
accordance with such instructions. Said nominations and proposal are being made
by the Board of Directors of First Georgia Community Corp. and the approval of
one matter is unrelated to the approval of any other matter proposed.
(Continued on reverse side)
<PAGE>
1. ELECTION OF DIRECTORS
FOR WITHHOLD
all nominees listed at AUTHORITY
right (except as to vote for all nominees
marked listed at right
to the contrary)
| | | |
2. TO RATIFY THE APPOINTMENT OF MAULDIN &
JENKINS AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 1999
FOR AGAINST ABSTAIN
| | | | | |
John L. Coleman, Alfred D. Fears, Jr., Harry Lewis,
D. Richard Ballard, Charles W. Carter, William B. Jones,
Joey McClelland, Alexander Pollack, Robert Ryan, James H.
Warren, and George L. Weaver
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee's name on the space
provided below.)
- ------------------------------------------------------
IN THEIR DISCRETION, THE NAMED PROXIES ARE AUTHORIZED TO VOTE WITH RESPECT TO
ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.
PLEASE VOTE, DATE AND SIGN THIS PROXY AND
RETURN IT AT ONCE WHETHER OR NOT YOU EXPECT TO
ATTEND THE MEETING. YOU MAY VOTE IN PERSON IF
YOU DO ATTEND.
Dated:________________________________________________
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
Signature(s)
Note: If signing for estates, trustees or corporations, title
of capacity should be stated if shares are held jointly, each
holder should sign.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
