<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. N/A)
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 (S) 240.14a-11(c) or (S) 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:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(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:
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(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:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
DECATUR FIRST BANK GROUP, INC.
1120 Commerce Drive
Decatur, Georgia 30030
(404) 373-1000
April 7, 2000
Dear Shareholder:
You are cordially invited to attend our annual meeting of shareholders,
which will be held in the Swanton Amphitheatre at the Holiday Inn, 130
Clairemont Avenue, Decatur, Georgia 30030, on Tuesday, May 2, 2000, at 8:30 a.m.
I sincerely hope that you will be able to attend the meeting, and I look forward
to seeing you.
The attached notice of the annual meeting and proxy statement describes the
formal business to be transacted at the meeting. We will also report on our
operations during the past year and during the first quarter of fiscal year
2000, as well as our plans for the future.
A copy of our annual report, which contains information on our operations
and financial performance as well as our audited financial statements, is also
included with this proxy statement.
Please take this opportunity to become involved in the affairs of the
Company. Whether or not you expect to be present at 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. Returning the proxy card will NOT
deprive you of your right to attend the meeting and vote your shares in person.
If you attend the meeting, you may withdraw your proxy and vote your own shares.
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 MAY 2, 2000
The annual meeting of shareholders of Decatur First Bank Group, Inc. (the
"Company") will be held on Tuesday, May 2, 2000, at 8:30 a.m. in the Swanton
Amphitheatre of the Holiday Inn, 130 Clairemont Avenue, Decatur, Georgia 30030
for the following purposes:
(1) To elect four persons to serve as Class II Directors of the Board of
Directors; and
(2) To transact any other business as may properly come before the meeting
or any adjournments of the meeting.
The Board of Directors has set the close of business on March 31, 2000, as
the record date for the determining the shareholders who are entitled to notice
of, and to vote at, the meeting or any adjournment of the meeting.
We hope that you will be able to attend the meeting. We ask, however,
whether or not you plan to attend the meeting, that you mark, date, sign, and
return the enclosed proxy card as soon as possible. Promptly returning your
proxy card will help ensure the greatest number of shareholders are present
whether in person or by proxy.
If you attend the meeting in person, you may revoke your proxy at the
meeting and vote your shares 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 7, 2000
<PAGE>
DECATUR FIRST BANK GROUP, INC.
1120 Commerce Drive
Decatur, Georgia 30030
(404) 373-1000
__________________________________________________________
PROXY STATEMENT FOR 2000 ANNUAL MEETING
__________________________________________________________
INTRODUCTION
Time and Place of the Meeting
Our Board of Directors 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, May 2, 2000, and at any adjournments of the meeting.
Record Date and Mailing Date
The close of business on March 31, 2000 is the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
We first mailed this proxy statement and the accompanying proxy card to
shareholders on or about April 7, 2000.
Number of Shares Outstanding
As of the close of business on the record date, the Company had 10,000,000
shares of common stock, $5.00 par value authorized, of which 942,629 shares were
issued and outstanding. Each issued and outstanding share is entitled to one
vote on all matters presented at the meeting.
VOTING AT THE ANNUAL MEETING
Proposal to Be Considered
Shareholders will be asked to elect five persons to serve as Class II
Directors for a three-year term. The nominees for Class II Directors as well as
the continuing Directors are described beginning on page 3. The Board of
Directors recommends a vote for approval of this proposal.
Procedures for Voting by Proxy
If you properly sign, return and do not revoke your proxy, the persons
appointed as proxies will vote your shares according to the instructions you
have specified on the proxy card. If you sign and return your proxy card but do
not specify how the persons appointed as proxies are to vote your shares, your
proxy will be voted FOR the election of the Director nominees and in the best
judgment of the persons appointed as proxies as to all other matters properly
brought before the meeting. If any nominee for election to the Board of
Directors named in this proxy statement becomes unavailable for election for any
reason, the proxy will be voted for a substitute nominee selected by the Board
of Directors.
<PAGE>
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.
Requirements for Shareholder Approval
A quorum will be present at the meeting if a majority of the outstanding
shares of common stock are represented in person or by valid proxy. We will
count abstentions and broker non-votes, which are described below, in
determining whether a quorum exists. Only those votes actually cast for the
election of a Director, however, will be counted for purposes of determining
whether a particular Director nominee received sufficient votes to be elected.
To be elected, a Director nominee must receive more votes than any other nominee
for the same seat on the Board of Directors. As a result, if you withhold your
vote as to one or more nominees, it will have no effect on the outcome of the
election unless you cast that vote for a competing nominee. At the present
time, we do not know of any competing nominees.
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 the matter. Abstentions
and broker non-votes will be counted in determining the minimum number of votes
required for approval and will, therefore, have the effect of negative votes.
Abstentions. A shareholder who is present in person or by proxy at the
annual meeting and who abstains from voting on any or all proposals will be
included in the number of shareholders present at the annual meeting for the
purpose of determining the presence of a quorum. Abstentions do not count as
votes in favor of or against a given matter.
Broker Non-Votes. Brokers who hold shares for the accounts of their clients
may vote these shares either as directed by their clients or in their own
discretion if permitted by the exchange or other organization of which they are
members. Proxies that brokers do not vote on one or more proposals but that they
do vote on others are referred to as "broker non-votes" with respect to the
proposal(s) not voted upon. Broker non-votes are included in determining the
presence of a quorum. A broker non-vote, however, does not count as a vote in
favor of or against a particular proposal for which the broker has no
discretionary voting authority.
SOLICITATION OF PROXIES
The Company will pay the cost of proxy solicitation. Our Directors,
officers and employees may, without additional compensation, solicit proxies by
personal interview, telephone, fax, or otherwise. We will direct brokerage firms
or other custodians, nominees or fiduciaries to forward our proxy solicitation
material to the beneficial owners of common stock held of record by these
institutions and will reimburse them for the reasonable out-of-pocket expenses
they incur in connection with this process.
2
<PAGE>
PROPOSAL ONE: ELECTION OF DIRECTORS
The Board of Directors consists of 13 members and is divided into three
classes, which are as nearly equal in number as possible. The Directors in each
class serve for staggered terms of three years each. The term of each class
expires at the annual meeting in the years indicated below and upon the election
and qualification of their successors. The Board of Directors recommends that
the shareholders elect the nominees identified below as Director nominees to
serve as Class II Directors for a three-year term expiring in 2003. 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, 1999, (c) how long he or she
has been a Director of the Company, (d) his or her position(s) with the Company,
other than as a Director, and (e) his or her principal occupation and recent
business experience.
Class II Director Nominees
(For Three-Year Term Expiring 2003)
<TABLE>
<CAPTION>
Position with the Company
Name (Age) Director Since and Business Experience
- --------- -------------- -------------------------
<S> <C> <C>
Merriell Autrey, Jr. (74) 1996 Chairman of the Board of the Company; Retired
Banker
John Walter Drake (55) 1997 Attorney; McCurdy & Candler LLC
William F. Floyd (53) 1996 Construction; President, Southern Champion
Construction, Inc.
Robert E. Lanier (60) 1996 Secretary of the Company; Real Estate
Development; President, REL Properties, Inc.
Roger K. Quillen (46) 1996 Attorney
</TABLE>
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 (52) 1996 Business Owner; Prolific
Impressions, Inc., a publishing company
Carol G. Nickola (48) 1996 Health Care Consultant
James T. Smith, III (59) 1998 Business Owner; Rutland Contracting Company,
building contractors
Judy B. Turner (53) 1996 President and Chief Executive Officer of the
Company
</TABLE>
3
<PAGE>
Class I Continuing Directors
(Term Expiring 2002)
<TABLE>
<CAPTION>
Position with the Company
Name (Age) Director Since and Business Experience
- ---------- -------------- -------------------------
<S> <C> <C>
John L. Adams, Jr. (45) 1996 Real Estate Broker; President and Managing
Broker, Clairemont Place Realty, Inc.
Mary Bobbie Bailey (71) 1996 Business Owner; President, Our-Way, Inc., and
President, Bailey Design Company
Lynn Pasqualetti (44) 1996 Accountant; President and Co-Owner, HLM
Accounting & Tax Services, Inc.
Kirby A. Thompson (45) 1997 Business Owner; KAT Consulting
</TABLE>
Meetings and Committees of the Board
During the year ended December 31, 1999, the Board of Directors of the
Company held five meetings and the Board of Directors of the Bank held twelve
meetings. All of the Directors of the Bank are the same as those of the
Company. All incumbent Directors attended at least 75% of the total number of
meetings of the Company's and the Bank's Board of Directors and committees of
the Board on which they serve except for Ms. Pasqualetti, who attended 64% of
these meetings.
The Board of Directors has 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, evaluates
internal accounting controls, reviews the adequacy of the internal audit budget,
personnel and plan, and determines that all audits and exams required by law are
performed fully, properly, and in a timely fashion. The Audit and Compliance
Committee is also responsible for overseeing compliance with the Community
Reinvestment Act. The Audit and Compliance Committee members are Carol G.
Nickola (chairperson), Mary Bobbie Bailey, James T. Smith, III, and Kirby A.
Thompson. During the fiscal year ended December 31, 1999, the Audit and
Compliance Committee held two meetings.
The Board of Directors has 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 members are James A. Baskett
(chairperson), Merriell Autrey, Jr., Mary Bobbie Bailey, Roger K. Quillen, and
Judy B. Turner. During the fiscal year ended December 31, 1999, the Personnel
Committee held three meetings.
The Board of Directors of the Company does not have a 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.
4
<PAGE>
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.
COMPENSATION
Chief Executive Officer
The following tables set forth information relating to various forms of
compensation paid or granted to the Company's Chief Executive Officer in fiscal
years 1999, 1998 and 1997.
Summary Compensation Table
The following table sets forth information concerning the annual and long-
term compensation for services in all capacities to the Company for the fiscal
years 1999, 1998 and 1997 of our Chief Executive Officer. No other executive
officer received a combined payment of salary and bonus in excess of $100,000
for services rendered to the Company during 1999.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation Awards
------------------------------------------------- -------------------------------------------
Other Annual Number of
Compensation Salary Bonus Compensation Securities
Name and Position Year ($) ($) ($) Underlying Options All Other Compensation
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Judy B. Turner 1999 113,208 5,791 0 0 $965(2)
President and Chief
Executive Officer 1998 96,380 0 28,514(1) 47,077
1997 87,645 0 0 0
</TABLE>
(1) This amount represents the initiation fee paid on Ms. Turner's behalf to a
country club.
(2) This amount represents premiums paid on a term life insurance policy for the
benefit of Ms. Turner.
5
<PAGE>
Option Grants in Fiscal Year 1999
The Company granted no stock options during fiscal year 1999. The Company
has no outstanding stock appreciation rights and granted no stock appreciation
rights during fiscal 1999.
Fiscal Year-End Option Values
The following table presents information regarding the value of Ms.
Turner's unexercised options held at December 31, 1999.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Shares Options at Options at
Acquired Value Fiscal Year End Fiscal Year End
On Exercise Realized (#) ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Judy B. Turner 0 0 18,831/28,246(1) $47,078/$70,615(2)
</TABLE>
_____________
(1) Ms. Turner was granted an option to purchase 47,077 shares of the
Company's common stock on March 17, 1998. The option is 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) Because no public market exists for our common stock, we calculated
the in-the-money value of unexercised options at fiscal year end based on the
per share sales price of our common stock as of the date closest to December 31,
1999 as possible. Based on information known to us, this sale occurred on
December 22, 1999 at a sales price of $12.50 per share.
Employment Agreement
On June 1, 1996, the Company and the Bank entered into an employment
agreement with Ms. Turner regarding Ms. Turner's employment as the Company's
President and Chief Executive Officer. The initial term of the agreement is
five years. At the end of the initial five-year term and at the end of any
extension of the term, the agreement will be automatically extended for a period
of twelve months, unless a party to agreement provides notice to the other
parties that she or it does not intend to extend the agreement.
Ms. Turner's initial base salary under the agreement was $6,500 per month.
Pursuant to the terms of the agreement, this amount increased to $8,000 upon the
close of the Company's initial public offering and has subsequently been
increased by the Board of Directors to $9,625 per month. The agreement also
provides that Ms. Turner is entitled to an incentive bonus equal to 5% of the
Company's audited consolidated pre-tax net income, provided performance
criteria, which are established annually by mutual agreement between Ms. Turner
and the Board of Directors, are met. Under the terms of the agreement, on June
30, 1997, the Company granted Ms. Turner a ten-year non-qualified stock option
to purchase 47,077 shares of the Company's common stock. See "Fiscal Year End
Option Values" above. Additionally, the agreement generally requires the
Company to provide Ms. Turner with an automobile, health insurance, vacation
time, reimbursement for reasonable business expenses and club memberships and
other customary benefits.
In the event Ms. Turner's employment is terminated by the Company without
cause, the Company will be required to meet its obligations with respect to Ms.
Turner's compensation for a period of twelve months from the date of
termination. In the event Ms. Turner terminates her employment with cause or
within six months following a change of control of the Company, the Company will
be required to meet its obligations with respect to Ms. Turner's compensation
for a period of six months from the date of termination.
6
<PAGE>
If Ms. Turner's employment is terminated, other than by the Company without
cause or by Ms. Turner for cause, Ms. Turner will be prohibited from competing
with the Bank or soliciting its customers or employees for a period of twelve
months from the date of termination.
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 when the Company and
the Bank recover cumulative losses incurred and become profitable.
7
<PAGE>
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 the record date by (a) each Director of the
Company and (b) all executive officers and Directors as a group. As of the
record date, the Company did not have any non-Director 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. Additionally, the address of each person is
1120 Commerce Drive, Decatur, Georgia 30030.
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 the
security, or "investment power," which includes the power to dispose or to
direct the disposition of the 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. Unless otherwise indicated under "Nature of Beneficial Ownership," each
person is the record owner of and has sole voting and investment power with
respect to his or her shares.
<TABLE>
<CAPTION>
Number Percent
Name and Address of Shares of Class Nature of Beneficial Ownership
- ---------------- --------- --------- ------------------------------
<S> <C> <C> <C>
(a) Directors
John L. Adams, Jr. 10,100 1.1 Consists of (a) 10,000 shares held in a Roth IRA for
the benefit of Mr. Adams and (b) 100 shares owned by
Mr. Adams' spouse as to which voting and investment
power is shared.
Merriell Autrey 12,500 1.3 Consists of 12,500 held by Mr. Autrey as trustee for
J&M Autrey Family Living Trust as to which voting and
investment power is shared with his spouse.
Mary Bobbie Bailey 75,690 8.0 Includes (a) 5,000 shares owned by Bailey Design
Company, Inc., (b) 20,000 shares owned by
Entertainment Resource Services, Inc., and (c) 1,000
shares owned by First American Wholesale, Inc.
James A. Baskett 15,000 1.6 Consists of 15,000 shares held by Mr. Baskett as
trustee for Prolific Impressions, Inc. Profit Sharing
Plan.
John Walter Drake 8,300 0.9 Includes (a) 1,200 shares owned by Mr. Drake's spouse
as to which voting and investment power is shared,
and (b) 200 shares held by Mr. Drake as trustee for
Louise C. McCurdy Testamentary Trust.
William F. Floyd 15,000 1.6 Consists of (a) 10,800 shares held in a 401k account
for the benefit of Mr. Floyd, and (b) 4,200 shares
held in an IRA for the benefit of Sydney Floyd to
which voting and investment power is shared.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Number Percent
Name and Address of Shares of Class Nature of Beneficial Ownership
- ---------------- --------- --------- ------------------------------
<S> <C> <C> <C>
Robert E. Lanier 32,440 3.4 Includes (a) 11,440 shares owned jointly with Mr.
Lanier's spouse as to which voting and investment
power is shared, (b) 3,000 shares held in an IRA for
the benefit of Mr. Lanier, (c) 7,000 held by Mr.
Lanier as trustee for REL Properties, Inc. Profit
Sharing and Retirement Plan, and (d) 1,000 shares
held in an IRA for the benefit of Mr. Lanier's spouse
as to which voting and investment power is shared.
Carol G. Nickola 20,000 2.1 Consists of 20,000 shares owned by DeKalb Anesthesia
Associates Profit Sharing Plan for the benefit of Ms.
Nickola' spouse as to which voting and investment
power is shared.
Lynn Pasqualetti 10,200 1.1 Consists of (a) 2,160 shares held by an IRA for the
benefit of Ms. Pasqualetti, (b) 200 shares held by
Ms. Pasqualetti as custodian for Daniel Bevins as to
which voting and investment powers is shared, (c)
1,810 shares owned by Laura Bevins as to which voting
and investment power is shared, and (d) 6,030 shares
owned jointly with Laura Bevins as to which voting
and investment power is shared.
Roger K. Quillen 10,010 1.1 Consists of (a) 10,000 shares held by a Profit
Sharing Plan for the benefit of Roger K. Quillen, and
(b) 10 shares owned by Mr. Quillen's spouse as to
which voting and investment power is shared.
James T. Smith, III 47,690 5.1 Consists of 47,690 shares owned by Three S. Company.
Kirby A. Thompson 10,000 1.1 Consists of 10,000 shares held by an IRA for the
benefit of Mr. Thompson.
Judy B. Turner* 38,831 4.0 Consists of (a) 20,000 shares held by an IRA for the
benefit of Ms. Turner, and (b) 18,831 shares subject
to immediately exercisable options.
(b) All Directors and __________ _________
Executive Officers, 305,761 31.8%
as a Group
</TABLE>
_________________________
* Ms. Turner is the only executive officer of the Company.
9
<PAGE>
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 our Directors and executive officers complied with all Section 16(a)
reporting requirements, except for Mr. Smith who filed one late report covering
a purchase of our common stock.
RELATED PARTY 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 our 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.
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
Shareholder proposals submitted for consideration at the next annual
meeting of shareholders must be received by the Company no later than December
1, 2000, to be included in the 2001 proxy materials. A shareholder must notify
the Company before February 1, 2001 if the shareholder has a proposal to present
at the 2001 annual meeting which the shareholder intends to present other than
by inclusion in the Company's proxy material. If the Company does not receive
notice prior to February 1, 2001, proxies solicited by the management of the
Company will confer discretionary authority upon the management of the Company
to vote upon any such proposal.
10
<PAGE>
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 of Directors, 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 7, 2000
11
<PAGE>
DECATUR FIRST BANK GROUP, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 2, 2000
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., which the undersigned would be entitled to vote if personally present at
the Annual Meeting of Shareholders to be held in the Swanton Amphitheatre of the
Holiday Inn at 130 Clairemont Avenue, Decatur, Georgia 30030 and at any
adjournments of the Annual Meeting, upon the proposal 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 Merriell Autrey, Jr., John Walter Drake, William F.
Floyd, Robert E. Lanier and Roger K. Quillen as Class II members of the Board of
Directors, as described in the Proxy Statement (except as marked to the contrary
below:
<TABLE>
<S> <C>
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
</TABLE>
INSTRUCTION: To withhold authority for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name in this space below.
_______________________________________________________________________________.
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: , 2000
------------------------------
(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
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