<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
DECATUR FIRST BANK GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(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:
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[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
DECATUR FIRST BANK GROUP, INC.
1120 Commerce Drive
Decatur, Georgia 30030
(404) 373-1000
April 2, 1999
To the Shareholders of Decatur First Bank Group, Inc.:
You are cordially invited to attend the annual meeting of shareholders of
Decatur First Bank Group, Inc. (the "Company") to be held in the Swanton
Amphitheatre at the Holiday Inn, 130 Clairemont Avenue, Decatur, Georgia 30030,
on Tuesday, April 27, 1999 at 8:30 a.m. The official Notice of the Meeting, the
Proxy Statement of management and the Company's Annual Report to Shareholders
accompany this letter.
The principal business of the meeting will be to elect four Class I
directors to serve for a three-year term until 2002 and to review the operations
of the Company and its wholly-owned subsidiary, Decatur First Bank.
We cannot take any action at the meeting unless the holders of a majority
of the outstanding shares of Common Stock of the Company are represented, either
in person or by proxy. Therefore, whether or not you plan to attend the
meeting, please mark, date, and sign the enclosed proxy card, and return it to
the Company in the envelope provided as soon as possible.
Sincerely,
/s/Judy B. Turner
Judy B. Turner
President and Chief Executive Officer
<PAGE>
DECATUR FIRST BANK GROUP, INC.
1120 Commerce Drive
Decatur, Georgia 30030
(404) 373-1000
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 27, 1999
To the Shareholders of Decatur First Bank Group, Inc.:
The Annual Meeting of Shareholders of Decatur First Bank Group, Inc. (the
"Company") will be held on Tuesday, April 27, 1999, at 8:30 a.m. in the Swanton
Amphitheatre at the Holiday Inn, 130 Clairemont Avenue, Decatur, Georgia 30030
for the following purposes:
(1) To elect four persons to serve as Class I directors of the Board of
Directors; and
(2) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 30, 1999,
as the record date for determining the shareholders who are entitled to notice
of, and to vote at, the meeting or any adjournment.
To ensure the greatest number of shareholders will be present either in
person or by proxy, we ask that you mark, date, sign, and return the enclosed
proxy card as soon as possible. If you attend the meeting in person, you may
revoke your proxy at the meeting and vote in person. You may revoke your proxy
at any time before the proxy is exercised.
By Order of the Board of Directors,
/s/Judy B. Turner
Judy B. Turner
President and Chief Executive Officer
April 2, 1999
<PAGE>
DECATUR FIRST BANK GROUP, INC.
1120 Commerce Drive
Decatur, Georgia 30030
(404) 373-1000
----------------------------------------------------------
PROXY STATEMENT FOR 1999 ANNUAL MEETING
----------------------------------------------------------
VOTING
------
The Board of Directors of Decatur First Bank Group, Inc. (the "Company") is
furnishing this Proxy Statement in connection with its solicitation of proxies
for use at the Annual Meeting of Shareholders to be held on Tuesday, April 27,
1999, and at any adjournments thereof. In addition to this solicitation by
mail, the officers and employees of the Company and its wholly-owned subsidiary,
Decatur First Bank (the "Bank"), without additional compensation, may solicit
proxies in favor of the proposals discussed below, if deemed necessary, by
personal contact, letter, telephone or other means of communication. Brokers,
nominees and other custodians and fiduciaries will be requested to forward proxy
solicitation material to the beneficial owners of the shares of the Company's
common stock, where appropriate, and the Company will reimburse them for their
reasonable expenses incurred in connection with the transmittals. The Company
will bear the cost of solicitation of proxies for the Annual Meeting.
This Proxy Statement and the proxy card are first being mailed to
shareholders on or about April 2, 1999. If the enclosed proxy card is properly
executed, returned, and not revoked, it will be voted in accordance with the
specifications made by the shareholder. If the proxy card is signed and
returned, but specifications are not made, the proxy will be voted FOR the
election of the nominees to the Board of Directors.
You can revoke your proxy at any time before it is voted by delivering to
Judy B. Turner, President and Chief Executive Officer of the Company, at the
main office of the Company, either a written revocation of the proxy or a duly
executed proxy bearing a later date or by attending the meeting and voting in
person.
The Board of Directors has fixed the close of business on March 30, 1999 as
the record date for determining shareholders who are entitled to notice of, and
to vote at, the meeting. As of the close of business on the record date, the
authorized common stock, $5.00 par value (the "Common Stock"), of the Company
consisted of 10,000,000 shares, with 941,924 shares issued and outstanding.
Each issued and outstanding share is entitled to one vote.
Shareholders will be asked to elect four persons to serve as Class I
directors for a three-year term until 2002. Directors are elected by a
plurality of the shares present in person or by proxy and entitled to vote.
Only those votes actually cast will be counted for the purpose of determining
whether a particular nominee received sufficient votes to be elected.
Accordingly, any abstentions and broker non-votes, which occur when a broker
submits a proxy card without exercising discretionary voting authority on a non-
routine matter, will not be included in vote totals and will not be considered
in determining the outcome of the vote.
Approval of any other matter that may properly come before the Annual
Meeting requires the affirmative vote of a majority of shares of Common Stock
present in person or by proxy and entitled to vote on such matter. Abstentions
will be counted in determining the minimum number of votes required
<PAGE>
for approval and will, therefore, have the effect of negative votes. Broker non-
votes will not be counted as votes for or against approval of any other matter
properly brought before the Annual Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
Election of Directors
---------------------
The Company's Articles of Incorporation provide that the Board of Directors
of the Company will be divided into three (3) classes, Class I, Class II and
Class III, each of which is as nearly equal in number as possible. The
directors in each class serve for staggered terms of three (3) years each. The
Board recommends that the shareholders elect the nominees identified below as
Director Nominees. The following table sets forth for each nominee and each
continuing director: (a) his or her name, (b) his or her age at December 31,
1998, (c) how long he or she has been a director of the Company, (d) his or her
position(s) with the Company, and (e) his or her principal occupation and recent
business experience.
CLASS I--DIRECTOR NOMINEES
For Three-Year Term Expiring 2002
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY
NAME (AGE) DIRECTOR SINCE AND BUSINESS EXPERIENCE
---------- -------------- -----------------------
<S> <C> <C>
John L. Adams, Jr. (44) 1996 Real Estate Broker; President and Managing
Broker, Clairmont Place Realty, Inc.
Mary Bobbie Bailey (70) 1996 Business Owner; Our-Way, Inc. and Bailey
Design Company
Lynn Pasqualetti (43) 1996 Accountant; President and Co-Owner, HLM
Accounting & Tax, Inc.
Kirby A. Thompson (44) 1997 Business Owner; KAT Consulting
</TABLE>
CLASS II--CONTINUING DIRECTORS
Term Expiring 2000
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY
NAME (AGE) DIRECTOR SINCE AND BUSINESS EXPERIENCE
---------- -------------- -----------------------
<S> <C> <C>
Merriell Autrey, Jr. (73) 1996 Retired Banker
John Walter Drake (54) 1997 Attorney; McCurdy & Candler LLC
William F. Floyd (52) 1996 Construction; Secretary-Treasurer, Southern
Champion Construction. Inc.
Robert E. Lanier (59) 1996 Real Estate Development; President, REL
Properties, Inc.
Roger K. Quillen (45) 1996 Attorney
</TABLE>
2
<PAGE>
CLASS III--CONTINUING DIRECTORS
Term Expiring 2001
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY
NAME (AGE) DIRECTOR SINCE AND BUSINESS EXPERIENCE
---------- -------------- -----------------------
<S> <C> <C>
James A. Baskett (51) 1996 Business Owner; Prolific Impressions, Inc.
Carol G. Nickola (47) 1996 Health Care Consultant
James T. Smith, III (58) 1998 Building Contractor; Rutland Contracting
Company
Judy B. Turner (52) 1996 President and Chief Executive Officer of the
Company
</TABLE>
Executive Officers
------------------
Judy B. Turner is the only executive officer of the Company. Ms. Turner has
served as the President and Chief Executive Officer of the Company and Bank
since 1996. Prior to becoming President and Chief Executive Officer, Ms. Turner
served as Regional Sales Manager of Bank South.
MEETINGS AND COMMITTEES OF THE BOARD
------------------------------------
During the year ended December 31, 1998, the Board of Directors of the
Company held six meetings. All incumbent directors attended at least 75% of the
meetings of the Board of Directors.
The Board of Directors established an Audit and Compliance Committee, which
recommends to the Board of Directors the independent public accountants to be
selected to audit the Company's annual financial statements and determines that
all audits and exams required by law are performed fully, properly, and in a
timely fashion. The Audit and Compliance Committee evaluates internal
accounting controls, reviews the adequacy of the internal audit budget,
personnel and audit plan. The Audit and Compliance Committee is also
responsible for overseeing compliance with the Community Reinvestment Act. The
Audit and Compliance Committee consists of Carol G. Nickola, Mary Bobbie Bailey,
James T. Smith, III, and Kirby A. Thompson. During the fiscal year ended
December 31, 1998, the Audit and Compliance Committee held four meetings.
The Board of Directors also established a Personnel Committee, which is
responsible for establishing targets and awards under the management
compensation plan, granting stock options, reviewing salary ranges and fringe
benefits, and reviewing and approving remuneration of the President and Chief
Executive Officer. The Personnel Committee consists of James A. Baskett,
Merriell Autrey, Jr., Mary Bobbie Bailey, Roger K. Quillen, and Judy B. Turner.
During the fiscal year ended December 31, 1998, the Personnel Committee held one
meeting.
The Board of Directors of the Company has no nominating committee. The Board
of Directors will consider shareholders' nominations of individuals to serve as
directors if the shareholder furnishes in writing to the Chairman of the Board
of the Company information concerning the nominees, including the person's name
and a description of his or her qualifications.
3
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
------------------------------------------------
Chief Executive Officer
-----------------------
The following tables set forth certain information relating to various
forms of compensation paid or granted to the Company's Chief Executive Officer
in fiscal years 1998, 1997 and 1996.
SUMMARY COMPENSATION TABLE
The following table presents the total compensation the Company paid during
fiscal years 1998, 1997 and 1996 to its Chief Executive Officer. The Company
did not pay or award any long-term compensation to its Chief Executive Officer
during fiscal years 1998, 1997, or 1996.
<TABLE>
<CAPTION>
Annual Compensation
------------------------------------
Other Annual
Salary Bonus Compensation
Name and Position Year ($) ($) ($)
- --------------------- ---- ------- ------ -------------
<S> <C> <C> <C> <C>
Judy B. Turner 1998 96,380 0 28,514 (1)
President and Chief
Executive Officer 1997 87,645 0 0
1996 45,000 0 0
</TABLE>
- ---------------------
(1) This amount represents the one time initiation fee paid on Ms. Turner's
behalf to a country club.
OPTION GRANTS IN FISCAL YEAR 1998
The Company granted no stock options during fiscal year 1998. The Company has
no outstanding stock appreciation rights and granted no stock appreciation
rights during fiscal year 1998.
FISCAL YEAR-END OPTION VALUES
The following table presents information regarding the value of Ms.
Turner's unexercised options held at December 31, 1998.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Options at Options at
Shares Fiscal Year End Fiscal Year End
Acquired Value (#) ($)
On Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable(1) Unexercisable(2)
- ------------------------------ ------------ --------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
Judy B. Turner 0 0 9,415/37,662 $0/$0
</TABLE>
- -------------
(1) Ms Turner received an option to purchase 47,077 shares of the Company's
Common Stock on June 30, 1997. The option becomes exercisable in 20% annual
increments (approximately 9,415 shares per year) beginning June 30, 1998 at an
exercise price of $10.00 per share.
(2) At December 31, 1998, the per share fair market value of the Company's
Common Stock ($8.87 per share) was less than the per share exercise price of the
exercisable options by $1.13 per share. Fair market value is based on the
Company's book value per share at December 31, 1998.
4
<PAGE>
Director Compensation
---------------------
Currently, the directors of the Company and the Bank are not separately
compensated for their services as directors. The Company and the Bank may begin
compensating the directors for their services as directors if the Company and
the Bank recover cumulative losses incurred and become profitable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of March 30, 1999 by (a) each director of the
Company and (b) all executive officers and directors as a group. As of March
30, 1999, the Company did not have any nondirector shareholders who beneficially
owned more than 5% of the shares of the Company's outstanding Common Stock. The
information shown below is based upon information furnished to the Company by
the named persons. Unless otherwise indicated, each person is the record owner
and has sole voting and investment power with respect to his or her shares.
Information relating to beneficial ownership of the Company is based upon
"beneficial ownership" concepts described in the rules issued under the
Securities Exchange Act of 1934, as amended. Under these rules, a person is
deemed to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote or to direct the voting of such
security, or "investment power," which includes the power to dispose or to
direct the disposition of such security. Under the rules, more than one person
may be deemed to be a beneficial owner of the same securities. A person is also
deemed to be a beneficial owner of any security as to which that person has the
right to acquire beneficial ownership within sixty (60) days from the record
date.
PERCENT
NAME AND ADDRESS NUMBER OF SHARES OF CLASS
---------------- ---------------- --------
(a) Directors
John L Adams, Jr. 10,100(1) 1.1%
130 Glenn Circle
Decatur, Georgia 30030
Merriell Autrey, Jr. 12,500(2) 1.3%
1887 Bedfordshire Court
Decatur, Georgia 30033
Mary Bobbie Bailey 75,690(3) 8.0%
239 15th Street
Atlanta, Georgia 30309
James A. Baskett 15,000(4) 1.6%
160 South Candler Street
Decatur, Georgia 30030
John Walter Drake 7,000(5) 0.7%
2820 Hawthorne Drive
Atlanta, Georgia 30345
William F. Floyd 15,000(6) 1.6%
712 W. Ponce de Leon Avenue
Decatur, Georgia 30030
5
<PAGE>
PERCENT
NAME AND ADDRESS NUMBER OF SHARES OF CLASS
---------------- ---------------- --------
Robert E. Lanier 21,000(7) 2.2%
755 Commerce Drive
Decatur, Georgia 30030
Carol G. Nickola 20,000(8) 2.1%
7540 Chaparral Drive
Dunwoody, Georgia 30350
Lynn Pasqualetti 8,490(9) 0.9%
1806 Durand Mill Drive
Atlanta, Georgia 30307
Roger K. Quillen 10,010(10) 1.1%
124 Glenn Circle
Decatur, Georgia 30030
James T. Smith, III 39,690(11) 4.2%
711 Pinetree Drive
Decatur, Georgia 30030
Kirby A. Thompson 10,000(12) 1.1%
1825 Castleway Lane
Atlanta, Georgia 30345
Judy B. Turner* 29,415(13) 3.1%
235 Drexel Avenue
Decatur, Georgia 30030
-------
(b) All Directors and
Executive Officers, as a Group 273,895 28.8%
- -------------------------
* Ms. Turner is the only executive officer of the Company.
(1) Consists of (a) 10,000 shares owned by CEDE for the benefit of Mr. Adams,
and (b) 100 shares owned by Mr. Adams' spouse, as to which beneficial
ownership is shared.
(2) Consists of (a) 10,000 shares owned by CEDE & Co. for the benefit of
Individual Retirement Account of Mr. Autrey, as to which Mr. Autrey shares
voting and investment powers with his spouse, and (b) 2,500 shares owned
by J&M Autrey Family Living Trust of which Mr. Autrey is trustee and as to
which Mr. Autrey shares voting and investment powers with his spouse.
(3) Consists of (a) 49,690 shares owned directly by Ms. Bailey, (b) 5,000
shares owned by Bailey Design Company, Inc., (c) 20,000 shares owned by
Entertainment Resource Services, Inc., and (d) 1,000 shares owned by First
American Wholesale, Inc.
(4) Consists of 15,000 shares owned by Prolific Impressions, Inc. Profit
Sharing Plan of which Mr. Baskett is trustee.
(5) Consists of (a) 6,800 shares owned directly by Mr. Drake, and (b) 200
shares owned by Louise C. McCurdy Testamentary Trust of which Mr. Drake is
trustee.
6
<PAGE>
(6) Consists of (a) 10,800 shares owned by CEDE & Co. for the benefit of 401k
Account of Mr. Floyd, and (b) 4,200 shares owned by Edward D. Jones & Co.
as custodian for the benefit of Individual Retirement Account of Sydney
Floyd, as to which Mr. Floyd shares voting and investment powers.
(7) Consists of (a) 10,000 shares owned directly by Mr. Lanier, (b) 3,000
shares owned by CEDE & Co. as custodian for the benefit of Mr. Lanier, (c)
7,000 shares owned by REL Properties, Inc. Profit Sharing and Retirement
Plan of which Mr. Lanier is trustee, and (d) 1,000 shares owned by Mr.
Lanier's spouse, as to which beneficial ownership is shared.
(8) Consists of 20,000 shares owned by DeKalb Anesthesia Associates Profit
Sharing Plan for the benefit of Ms. Nickola's spouse, as to which voting
and investment powers are shared.
(9) Consists of (a) 2,160 shares owned by CEDE & Co. as custodian for benefit
of Individual Retirement Account of Ms. Pasqualetti, (b) 100 shares owned
by Ms. Pasqualetti as custodian for Tascha Pasqualetti, as to which voting
and investment powers are shared, (c) 200 shares owned by Ms. Pasqualetti
as custodian for Daniel Bevins, as to which voting and investment powers
are shared, and (d) 6,030 shares owned jointly with Laura Bevins, as to
which voting and investment powers are shared.
(10) Consists of (a) 10,000 shares owned by A.G. Edwards & Sons, Inc. as
custodian for the benefit of Roger K. Quillen Profit Sharing Plan, and (b)
10 shares owned by Mr. Quillen's spouse, as to which beneficial ownership
is shared.
(11) Consists of 39,690 shares owned by Three S. Company.
(12) Consists of 10,000 shares owned by Prudential Securities as custodian for
Individual Retirement Account of Mr. Thompson.
(13) Consists of (a) 20,000 shares owned by CEDE & Co. as custodian for
Individual Retirement Account of Ms. Turner, and (b) 9,415 shares in
immediately exercisable options.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
--------------------
Section 16 of the Securities and Exchange Act of 1934 requires the
Company's officers, directors and greater than 10% shareholders ("Reporting
Persons") to file certain reports ("Section 16 Reports") with respect to their
beneficial ownership of the Company's securities. Based on the Company's review
of the Section 16 Reports furnished to the Company by its Reporting Persons, all
of the above listed directors and executives officers filed their Form 3,
Initial Statement of Beneficial Ownership of Securities, which is required to be
filed within 10 days of becoming a reporting person, 12 days late. Additionally,
Mr. Lanier filed a Form 5 reporting one transaction two days late and Ms. Bailey
filed a Form 5 reporting one transaction two days late.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The Company and the Bank have banking and other business transactions in
the ordinary course of business with directors and officers of the Company and
the Bank and their affiliates, including members of their families,
corporations, partnerships or other organizations in which such directors and
officers have a controlling interest, on substantially the same terms (including
price, interest rate and collateral) as those prevailing at the same time for
comparable transactions with unrelated parties. In the opinion of management,
such transactions do not involve more than the normal risk of collectibility or
present other unfavorable features to the Company or the Bank.
7
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------
The Company has selected the accounting firm of Porter Keadle Moore LLP to
serve as auditors for the Company for the current year. The firm of Porter
Keadle Moore LLP has served as the Company's auditors since 1996. A
representative of the firm is expected to be present at the meeting and will be
given the opportunity to make a statement if he or she desires to do so and will
be available to respond to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
---------------------
If you wish to submit a proposal for action at the 2000 Annual Meeting
of Shareholders and would like to have it included in the proxy statement for
that meeting you must send a written copy of the proposal to the Chief Executive
Officer of the Company at the address listed on the first page of this Proxy
Statement on or before December 1, 1999.
OTHER MATTERS
-------------
The Board of Directors of the Company knows of no other matters that may be
brought before the meeting. If, however, any matter other than the election of
directors, or matters incidental to the election thereto, should properly come
before the meeting, votes will be cast pursuant to the proxies in accordance
with the best judgment of the proxyholders.
If you cannot be present in person, you are requested to complete, sign,
date, and return the enclosed proxy promptly. An envelope has been provided for
that purpose. No postage is required if mailed in the United States.
April 2, 1999
8
<PAGE>
DECATUR FIRST BANK GROUP, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, APRIL 27, 1999
The undersigned hereby appoints Judy B. Turner or Merriell Autrey, Jr. or
either of them, as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes them or either of them to represent and to
vote, as designated below, all of the Common Stock of Decatur First Bank Group,
Inc. (the "Company"), which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held in the Swanton Amphitheatre of the Holiday Inn at 130 Clairemont
Avenue, Decatur, Georgia 30030 and at any adjournments thereof, upon the
proposals described in the accompanying Notice of the Annual Meeting and the
Proxy Statement relating to the Annual Meeting, receipt of which are hereby
acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR THE PROPOSAL.
PROPOSAL: To elect John L. Adams, Jr., Mary Bobbie Bailey, Lynn
Pasqualetti and Kirby A. Thompson as Class I members of the Board of Directors,
as described in the Proxy Statement.
[_] FOR all nominees listed above [_] WITHHOLD authority to vote for all
(except as indicated below) nominees listed above
INSTRUCTION: To withhold authority for any individual nominee, mark "FOR"
above, and write the nominee's name in this space
- --------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION TO THE
CONTRARY IS INDICATED, IT WILL BE VOTED FOR THE PROPOSAL.
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER
MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING.
If stock is held in the name of more than one person, all holders must
sign. Signatures should correspond exactly with the name or names appearing on
the stock certificate(s). When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
-------------------------------------------
Signature(s) of Shareholder(s)
[LABEL]
-------------------------------------------
Name(s) of Shareholders(s)
Date: , 1999
----------------------
(Be sure to date your Proxy)
Please mark, sign and date this Proxy, and return it in the enclosed return-
addressed envelope. No postage necessary.
I WILL _________________ WILL NOT ___________ ATTEND THE ANNUAL
SHAREHOLDERS MEETING.
PLEASE RETURN PROXY AS SOON AS POSSIBLE
---------------------------------------
9
