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
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SECURITY BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
SECURITY BANCORP, INC.
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(Name of Person(s) Filing Proxy Statement)
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:
N/A
- ------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
N/A
- ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
- ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- ------------------------------------------------------------------------------
[ ] 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:
N/A
- ------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
N/A
- ------------------------------------------------------------------------------
(3) Filing party:
N/A
- ------------------------------------------------------------------------------
(4) Date filed:
N/A
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<PAGE>
<PAGE>
March 15, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Security Bancorp, Inc. ("Company"), the holding company for Security
Federal Savings Bank of McMinnville, TN. The meeting will be held at the
Savings Bank's main office located at 306 West Main Street, McMinnville,
Tennessee, on Wednesday, April 21, 1999, at 2:00 p.m., Central Time.
The Notice of Annual Meeting of Stockholders and Proxy Statement
appearing on the following pages describe the formal business to be transacted
at the meeting. During the meeting, we will also report on the operations of
the Company. Directors and officers of the Company, as well as a
representative of Housholder,Artman and Associates, P.C., the Company's
independent auditors, will be present to respond to appropriate questions of
stockholders.
It is important that your shares are represented at this meeting,
whether or not you attend the meeting in person and regardless of the number
of shares you own. To ensure that your shares are represented, we urge you to
complete and mail the enclosed proxy card. If you attend the meeting, you may
vote in person even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
Joe H. Pugh
/s/Joe H. Pugh
President and Chief Executive
Officer
<PAGE>
<PAGE>
SECURITY BANCORP, INC.
306 WEST MAIN STREET
MCMINNVILLE, TENNESSEE 37110
(931) 473-4483
_____________________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 21, 1999
_____________________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Security Bancorp, Inc. ("Company") will be held at the Savings Bank's main
office located at 306 West Main Street, McMinnville, Tennessee, on Wednesday,
April 21, 1999, at 2:00 p.m., Central Time, for the following purposes:
1. To elect three directors; and
2. To act upon such other matters as may properly come before the
meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to
come before the meeting.
Any action may be taken on the foregoing proposal at the meeting on the
date specified above or on any date(s) to which, by original or later
adjournment, the meeting may be adjourned. Only stockholders of record at the
close of business on March 1, 1999 are entitled to notice of and to vote at
the meeting and any adjournments or postponements thereof.
You are requested to complete and sign the enclosed form of proxy, which
is solicited by the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend the meeting and
vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/DR. R. NEIL SCHULTZ
DR. R. NEIL SCHULTZ
SECRETARY
McMinnville, Tennessee
March 15, 1999
_____________________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
_____________________________________________________________________________
<PAGE>
<PAGE>
_____________________________________________________________________________
PROXY STATEMENT
OF
SECURITY BANCORP, INC.
306 WEST MAIN STREET
MCMINNVILLE, TENNESSEE 37110
_____________________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
APRIL 21, 1999
_____________________________________________________________________________
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Security Bancorp, Inc. ("Company"), the
holding company for Security Federal Savings Bank of McMinnville, TN ("Savings
Bank"), to be used at the Annual Meeting of Stockholders ("Meeting") of the
Company. The Meeting will be held at the Savings Bank's main office located
at 306 West Main Street, McMinnville, Tennessee, on Wednesday, April 21, 1999,
at 2:00 p.m., Central Time. This Proxy Statement and the enclosed proxy card
are being first mailed to stockholders on or about March 15, 1999.
_____________________________________________________________________________
VOTING AND PROXY PROCEDURE
_____________________________________________________________________________
Stockholders Entitled to Vote at Meeting. Only stockholders of record at
the close of business on March 1, 1999 ("Voting Record Date") are entitled to
vote at the Meeting and are entitled to one vote for each share of common
stock ("Common Stock") of the Company then held. As of the close of business
on the Voting Record Date, the Company had 436,425 shares of Common Stock
issued and outstanding. The Common Stock is the only outstanding class of
securities of the Company.
Quorum Requirement. The presence, in person or by proxy, of at least a
majority of the total number of outstanding shares of Common Stock entitled to
vote is necessary to constitute a quorum at the Meeting. Abstentions will be
counted as shares present and entitled to vote at the Meeting for purposes of
determining the existence of a quorum. Broker non-votes will not be
considered shares present and will not be included in determining whether a
quorum is present.
Proxies; Proxy Revocation Procedures. The Board of Directors solicits
proxies so that each stockholder has the opportunity to vote on the proposal
to be considered at the Meeting. When a proxy card is returned properly
signed and dated, the shares represented thereby will be voted in accordance
with the instructions on the proxy card. Where a proxy card is properly
signed and dated but no instructions are indicated, proxies will be voted FOR
the nominees for directors set forth in the following pages. If a stockholder
attends the Meeting, he or she may vote by ballot.
Stockholders who execute proxies retain the right to revoke them at any
time. Proxies may be revoked by written notice delivered in person or mailed
to the Secretary of the Company or by filing a later dated proxy before a vote
being taken on a particular proposal at the Meeting. Attendance at the
Meeting will not automatically revoke a proxy, but a stockholder in attendance
may request a ballot and vote in person, thereby revoking a prior granted
proxy.
Participants in the Security Federal Savings Bank of McMinnville, TN
ESOP. If a stockholder is a participant in the Security Federal Savings Bank
of McMinnville, TN Employee Stock Ownership Plan ("ESOP"), the proxy card
represents a voting instruction to the trustees of the ESOP as to the number
of shares in the participant's plan account. Each participant in the ESOP may
direct the trustees as to the manner in which shares of Common Stock allocated
to the participant's plan account are to be voted. Unallocated shares of
Common Stock held by the ESOP and allocated shares for which no voting
instructions are received will be voted by the trustees in the same proportion
as shares for which the trustees have received voting instructions.
Vote Required. The three directors to be elected at the Meeting will
be elected by a plurality of the votes cast by stockholders present in person
or by proxy and entitled to vote. Stockholders are not permitted to cumulate
their
<PAGE>
<PAGE>
votes for the election of directors. Votes may be cast for or withheld from
each nominee for election as directors. Votes that are withheld and broker
non-votes will have no effect on the outcome of the election because directors
will be elected by a plurality of votes cast.
_____________________________________________________________________________
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
_____________________________________________________________________________
Persons and groups who beneficially own in excess of 5% of the Company's
Common Stock are required to file certain reports with the Securities and
Exchange Commission ("SEC"), and provide a copy to the Company, disclosing
such ownership pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"). Based on such reports, the following table sets forth, as
of the close of business on the Voting Record Date, certain information as to
those persons who were beneficial owners of more than 5% of the outstanding
shares of Common Stock. Management knows of no persons other than those set
forth below who beneficially owned more than 5% of the outstanding shares of
Common Stock at the close of business on the Voting Record Date. The table
also sets forth, as of the close of business on the Voting Record Date,
certain information as to shares of Common Stock beneficially owned by the
Company's directors and "named executive officers" and all directors and
executive officers as a group.
Number of
Shares Percent of
Beneficially Shares
Name Owned(1) Outstanding
____ ______________ ___________
Beneficial Owners of More Than 5%
Security Federal Savings Bank of McMinnville, TN 33,168 7.6%
Employee Stock Ownership Plan Trust
Salem Investment Counselors, Inc. 38,100(2) 8.7
P.O. Box 25427
Winston-Salem, North Carolina 27114-5427
Directors
Earl H. Barr 16,490 3.8
Robert W. Newman 16,000 3.7
Dr. R. Neil Schultz 17,425 4.0
Dr. John T. Mason, III 4,000 0.9
Donald R. Collette 5,700 1.3
Dr. Franklin J. Noblin 11,666 2.7
Named Executive Officer(3)
Joe H. Pugh(4) 16,471 3.8
All Executive Officers and
Directors as a Group (12 persons) 99,054 22.7
_______________
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is
deemed to be the beneficial owner, for purposes of this table, of any
shares of Common Stock if he or she has voting or investment power with
respect to such security. The table includes shares owned by spouses,
other immediate family members in trust, shares held in retirement
accounts or funds for the benefit of the named individuals, and other
forms of ownership, over which shares the persons named in the table
may possess voting and/or investment power.
(footnotes continued on following page)
2
<PAGE>
<PAGE>
(2) Based on information disclosed in a Schedule 13D, dated February
9,1999, filed with the SEC.
(3) SEC regulations define the term "named executive officer" to include
the chief executive officer, regardless of compensation level, and the
four most highly compensated executive officers, other than the chief
executive officer, whose total annual salary and bonus for the last
completed fiscal year exceeded $100,000. Mr. Pugh is the Company's
only "named executive officer" for the fiscal year ended December 31,
1998.
(4) Mr. Pugh is also a director of the Company.
_____________________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
_____________________________________________________________________________
The Company's Board of Directors consists of seven members as required by
the Company's Bylaws. In accordance with the Company's Charter, the Board of
Directors is divided into three classes with three-year staggered terms, with
approximately one-third of the directors elected each year. Three directors
will be elected at the Meeting to serve for the respective term set forth in
the following table, or until their respective successors have been elected
and qualified. The nominees for election this year are Robert W. Newman,
Donald R. Collette and Dr. Franklin J. Noblin, each of whom is a current
member of the Board of Directors of the Company and of the Savings Bank.
It is intended that the proxies solicited by the Company's Board of
Directors will be voted for the election of the above named nominees. If any
nominee is unable to serve, the shares represented by all valid proxies will
be voted for the election of such substitute nominee as the Board of Directors
may recommend, or the Board of Directors may adopt a resolution to amend the
Bylaws and reduce the size of the Board. At this time the Board of Directors
knows of no reason why any nominee might be unavailable to serve.
The Board of Directors recommends a vote "FOR" the election of all
nominees for election as directors.
The following table sets forth certain information regarding the nominees
for election at the Meeting.
Year First
Elected Term to
Name Age (1) Director (2) Expire
____ _______ _____________ _________
BOARD NOMINEES
Robert W. Newman 47 1992 2002(3)
Donald R. Collette 62 1994 2002(3)
Dr. Franklin J. Noblin 60 1993 2002(3)
DIRECTORS WHOSE TERM CONTINUES
Earl H. Barr 61 1992 2000
Dr. John T. Mason, III 60 1986 2000
Joe H. Pugh 42 1992 2001
Dr. R. Neil Schultz 62 1992 2001
______________
(1) As of December 31, 1998.
(2) Includes prior service on the Board of Directors of the Savings Bank.
(3) Assuming the individual is elected.
3
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<PAGE>
The present principal occupation and other business experience during
the last five years of each nominee for election is set forth below:
Robert W. Newman is a partner with the law firm Galligan & Newman in
McMinnville, Tennessee.
Donald R. Collette is General Manager and Chief Executive Officer of
McMinnville Electric System in McMinnville, Tennessee. He is past president
of the McMinnville Chamber of Commerce and a member of the McMinnville
Economic Development Committee and the McMinnville Rotary Club.
Dr. Franklin J. Noblin, is a semi-retired general dentist, and a retired
Colonel in the United States Army Reserve-Chief of Professional Services and
Brigade Dental Surgeon. He is also a member of the Reserve Officers'
Association.
Earl H. Barr is the owner and manager of Barr's Inc., a retail furniture
store, in McMinnville, Tennessee. He is the past Chairman of the Board of the
Chamber of Commerce and a member of the Board of the McMinnville Housing
Authority. Mr. Barr is a member of the McMinnville Chamber of Commerce Board,
the American Heart Association Board, the American Red Cross-McMinnville
Board, the McMinnville Noon Rotary Club and the Warren County Homebuilders
Association.
Dr. John T. Mason, III is a retired Professor of Chemical Engineering at
Tennessee Tech University.
Joe H. Pugh has been employed by the Savings Bank since 1978 and has
served as President and Chief Executive Officer since 1993. He is a member of
the McMinnville Chamber of Commerce Board and the McMinnville Noon Rotary
Club.
Dr. R. Neil Schultz, a retired orthodontist, is a member and President
elect of the McMinnville Noon Rotary Club and past president of the Tennessee
Association of Orthodontists.
_____________________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
_____________________________________________________________________________
The Boards of Directors of the Company and the Savings Bank conduct their
business through meetings of the Boards and through their committees. During
the fiscal year ended December 31, 1998, the Board of Directors of the Company
held two meetings, and the Board of Directors of the Savings Bank held 12
meetings. No director of the Company or the Savings Bank
attended fewer than 75% of the total meetings of the Boards and committees on
which such person served during the 1998 fiscal year.
Committees of the Company's Board. The Company's Board of Directors has
established Executive, Audit and Nominating Committees, among others.
The Company's Executive Committee, consisting of Directors Barr, Pugh,
Collette, Noblin and Newman, acts on behalf of the full Board of Directors in
its absence. The Committee has the same authority as the full Board of
Directors. This Committee did not meet during the 1998 fiscal year.
The Company's Audit Committee, consisting of Directors Newman and
Collette, is responsible for reviewing the internal auditors' reports and
results of their examination prior to review by and with the entire Board of
Directors and retains and establishes the scope of engagement of the Company's
independent auditors. This Committee did not meet during the 1998 fiscal
year.
The Company's Nominating Committee, consisting of the full Board of
Directors is responsible for the annual selection of nominees for election as
directors of the Company. The full Board of Directors met once in its
capacity as Nominating Committee during the 1998 fiscal year.
4
<PAGE>
<PAGE>
Committees of the Savings Bank's Board. The Savings Bank's Board of
Directors has established Executive, Personnel and Nominating Committees,
among others.
The Executive Committee consists of Directors Collette, Barr, Schultz,
Noblin and Pugh. This Committee meets on an as-needed basis and acts
on behalf of the full Board of Directors in its absence. This Committee has
the same authority as the full Board of Directors. This Committee met 13
times during the 1998 fiscal year.
The Personnel Committee (which also serves as a Compensation Committee)
consists of Directors Newman, Collette and Pugh. This Committee meets on an
as-needed basis and is responsible for reviewing the Savings Bank's personnel
to determine if and when additional personnel are needed. The Committee is
also involved in the interview process for new personnel. This Committee met
13 times during the 1998 fiscal year.
The full Board of Directors acts as a Nominating Committee for the
annual selection of management's nominees for election as directors of the
Savings Bank. The full Board of Directors met once in its capacity as
Nominating Committee during the 1998 fiscal year.
_____________________________________________________________________________
DIRECTORS' COMPENSATION
_____________________________________________________________________________
Members of the Savings Bank's Board of Directors receive fees of $500 per
Board meeting attended. Outside directors receive $100 per committee
meeting attended and committee chairmans receive an annual $300 committee
chairman fee. Outside directors also receive a $1,200 annual retainer fee.
Total fees paid to directors during the year ended December 31, 1998 were
$71,700. No separate fees are paid for service on the Company's Board of
Directors.
_____________________________________________________________________________
EXECUTIVE COMPENSATION
_____________________________________________________________________________
Summary Compensation Table. The following information is presented for Mr.
Pugh.
<PAGE>
<TABLE>
Long-term Compensation
Annual Compensation(1) Awards
__________________________________ __________________________
Other Restricted Number All
Name and Annual Stock of Other Annual
Position Year Salary Bonus Compensation(2) Awards(3) Options(4) Compensation(5)
________ ____ _______ ______ _______________ _________ __________ _______________
<S> <C> <C> <C> <C> <C> <C> <C>
Joe H. Pugh 1998 $77,500 $9,000 $6,000 $75,279 10,911 $3,555
President 1997 67,500 8,030 6,000 -- -- 3,375
1996 65,000 7,530 6,250 -- -- 6,450
</TABLE>
<PAGE>
_______________
(1) All compensation is paid by the Savings Bank.
(2) Consists of directors' fees. The aggregate amount of perquisites and
other personal benefits was less than 10% of the total annual salary
and bonus reported.
(3) Represents the value of restricted stock awards at July 1, 1998, the
date of grant, pursuant to the Management Recognition Plan ("MRDP").
Dividends are paid on such awards if and when declared and paid by the
Company on the Common Stock. At December 31, 1998, no awards were
vested. The awards vest pro rata over a five-year period with the
first 20% installment vesting on July 1, 1999.
(4) Subject to pro rata vesting over a five year period with the first 20%
installment vesting on July 1, 1999.
(5) Consists of employer 401(k) plan contributions.
5
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Options Grants Table. The following information is provided for Mr.
Pugh.
Percent of
Number of Total Options
Securities Granted to
Underlying Employees in Exercise Expiration
Name Options Granted (1) Fiscal Year Price Date
____ ___________________ ____________ ________ __________
Joe H. Pugh 10,911 25% $17.25 7/1/08
_____________
(1) Subject to pro rata vesting over a five year period with the first 20%
installment vesting on July 1, 1999.
Option Exercise/Value Table. The following information is provided for
Mr. Pugh.
<PAGE>
<TABLE>
Number of
Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Shares at Fiscal YearEnd(#) at Fiscal Year End($)
Acquired on Value ___________________________ ___________________________
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
____ ____________ ___________ ___________ ______________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>
Joe H. Pugh -- -- -- 10,911 -- $5,456
</TABLE>
<PAGE>
Employment and Severance Agreements
The Company and the Savings Bank (collectively, the "Employers") have
entered into a three-year employment agreement ("Employment Agreement" or
"Agreement") with Mr. Pugh. Under the Employment Agreement, the current base
salary for Mr. Pugh is $77,500, which is paid by the Savings Bank and may be
increased at the discretion of the Board of Directors or an authorized
committee of the Board of Directors of the Savings Bank. Mr. Pugh's salary
may not be decreased during the term of the Employment Agreement without his
prior written consent. On the anniversary of the commencement date of the
Agreement, the term of the Agreement may be extended by the Board of Directors
for an additional year unless a termination notice is given by Mr. Pugh. The
Agreement is terminable by the Employers for just cause at any time or in
certain events specified by federal regulations.
The Agreement provides for a severance payment and other benefits if
employment is terminated following a change in control. This severance
payment and benefits, which will be made promptly after any change in control,
will have a value equal to 2.99 times the average annual compensation paid to
Mr. Pugh during the five years immediately preceding the change in control.
Under the Agreement, a "change in control" is deemed to occur if, at anytime
during the term of the Agreement, a person other than the Company purchases
shares of common stock pursuant to a tender or exchange offer for such shares,
any person (as such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act) is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 25% or more of the combined voting
power of the Company's then outstanding securities, the membership of the
Board of Directors changes as the result of a contested election, or
stockholders of the Company approve a merger, consolidation, sale or
disposition of all or substantially all of the Company's assets, or a plan of
partial or complete liquidation has occurred. Assuming that a change in
control had occurred at December 31, 1998, Mr Pugh would be entitled to a
severance payment and benefits with a value of approximately $233,000.
The Employers have also entered into employment and severance agreements
with other senior officers of the Company and/or the Savings Bank on
substantially similar terms.
6
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<PAGE>
_____________________________________________________________________________
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
_____________________________________________________________________________
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than 10% of any registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the SEC. Executive officers, directors and greater
than 10% stockholders are required by regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms it has received
and written representations provided to the Company by the above referenced
persons, the Company believes that, during the fiscal year ended December 31,
1998, all filing requirements applicable to its reporting officers, directors
and greater than 10% stockholders were properly and timely complied with,
except for certain transactions by Kenneth W. Smith, a Senior Vice President
of the Company, and Kenneth D. Martin, a Senior Vice President of the Company.
Mr. Smith inadvertently failed to file a Form 4, Statement of Change in
Beneficial Ownership of Securities, for a transaction during the month of
August 1998, which was subsequently filed on September 11, 1998. Mr. Martin
and Mr. Smith each inadvertently failed to file a Form 3, Initial Statement
for Beneficial Ownership of Securities, which was subsequently filed on
September 11, 1998.
_____________________________________________________________________________
TRANSACTIONS WITH MANAGEMENT
_____________________________________________________________________________
Federal regulations require that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons (unless the loan or extension of
credit is made under a benefit program generally available to all other
employees and does not give preference to any insider over any other employee)
and does not involve more than the normal risk of repayment or present other
unfavorable features. The Savings Bank is therefore prohibited from making
any new loans or extensions of credit to the Savings Bank's executive officers
and directors and at different rates or terms than those offered to the
general public and has adopted a policy to this effect. The aggregate amount
of loans by the Savings Bank to its executive officers and directors was
approximately $630,000 at December 31, 1998. Such loans (i) were made in the
ordinary course of business, (ii) were made on substantially the same terms
and conditions, including interest rates and collateral, as those prevailing
at the time for comparable transactions with the Savings Bank's other
customers, and (iii) did not involve more than the normal risk of
collectibility or present other unfavorable features when made.
Director Earl H. Barr owns and manages Barr's, Inc., a retail furniture
store, from which the Savings Bank has purchased furniture at a price
generally equal to 10% above cost. The Savings Bank purchased an immaterial
dollar amount of furniture during the year ended December 31, 1998.
_____________________________________________________________________________
INDEPENDENT AUDITORS
_____________________________________________________________________________
The Company's Board of Directors has renewed its engagement with
Housholder, Artman and Associates, P.C., independent public accountants, and
has appointed it to serve as the independent auditors for the fiscal year
ending December 31, 1999. A representative of Housholder, Artman and
Associates, P.C. is expected to be present at the Meeting to respond to
appropriate questions from stockholders and will have the opportunity to make
a statement if he or she so desires.
_____________________________________________________________________________
OTHER MATTERS
_____________________________________________________________________________
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form, that are properly executed and
dated, will be voted in respect thereof in accordance with the judgment of the
person or persons voting the proxies.
7
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_____________________________________________________________________________
MISCELLANEOUS
_____________________________________________________________________________
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in mailing proxy
solicitation materials to beneficial owners of the Common Stock. In addition
to solicitations by mail, directors, officers and regular employees of the
Company may solicit proxies personally or by telecopier or telephone without
additional compensation.
The Company's 1998 Annual Report to Stockholders, including consolidated
financial statements, has been mailed to all stockholders of record at the
close of business on the Voting Record Date. Any stockholder who has not
received a copy of such annual report may obtain a copy by writing to the
Company. The Annual Report is not to be treated as part of the proxy
solicitation material or having been incorporated herein by reference.
A copy of the Company's Form 10-KSB for the fiscal year ended December
31, 1998, as filed with the SEC, will be furnished without charge to
stockholders of record as of the close of business on the Voting Record Date
upon written request to Dr. R. Neil Schultz, Corporate Secretary, Security
Bancorp, Inc., P.O. Box 7027, McMinnville, Tennessee 37111.
_____________________________________________________________________________
STOCKHOLDER PROPOSALS
_____________________________________________________________________________
Proposals of stockholders intended to be presented at the Company's
annual meeting next year must be received by the Company no later than
November 16, 1999 to be considered for inclusion in the proxy solicitation
materials and form of proxy relating to such meeting. Any such proposals
shall be subject to the requirements of the proxy solicitation rules adopted
under the Exchange Act.
The Company's Charter provides that in order for a stockholder to make
nominations for the election of directors or proposals for business to be
brought before a meeting of stockholders, a stockholder must deliver written
notice of such nominations and/or proposals to the Secretary not less than 30
nor more than 60 days prior to the date of the meeting; provided that if less
than 40 days' notice of the meeting is given to stockholders, such notice must
be delivered not later than the close of the tenth day following the day on
which notice of the meeting was mailed to stockholders. As specified in the
Charter, the written notice with respect to nominations for election of
directors must set forth certain information regarding each nominee for
election as a director, including such person's written consent to being named
in the proxy statement as a nominee and to serving as a director, if elected,
and certain information regarding the stockholder giving such notice. The
notice with respect to business proposals to be brought before the Meeting
must state the stockholder's name, address and number of shares of Common
Stock held, and briefly discuss the business to be brought before the Meeting,
the reasons for conducting such business at the Meeting and any interest of
the stockholder in the proposal.
BY ORDER OF THE BOARD OF DIRECTORS
/s/DR. R. NEIL SCHULTZ
DR. R. NEIL SCHULTZ
SECRETARY
McMinnville, Tennessee
March 15, 1999
8
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[x] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS SAMPLE SECURITY BANCORP, INC.
With For All
For hold Except
1. The election as
ANNUAL MEETING OF STOCKHOLDERS director of the [ ] [ ] [ ]
APRIL 21, 1999 nominees listed
(except as marked
The undersigned hereby appoints the To the contrary
official Proxy Committee of the Board below):
of Directors of Security Bancorp, Inc.
("Company"), consisting of Dr. R. Neil Robert W. Newman
Schultz and Donald R. Collette, with Dr. Franklin
full powers of substitution to act as Donald R. Collette
attorneys and proxies for the under-
signed, to vote all shares of Common
Stock of the Company which the under-
signed is entitled to vote at the Annual
Meeting of Stockholders ("Meeting"), to
be held at the Savings Bank's main
office located at 306 West Main Street,
McMinnville, Tennessee, on Wednesday,
April 21, 1999, at 2:00 p.m., Central INSTRUCTIONS: To withhold authority
Time, and at any and all adjournments to vote for any individual nominee,
thereof, as set forth to the right: mark 'For All Except' and write that
nominee's name in the space provided
below.
-------------------
2. In their discretion, upon such
other matters as may properly
come before the meeting.
-----------
Please be sure to sign and Date The Board of Directors recommends a
date this Proxy in the Vote 'FOR' the listed proposal.
box below.
- ---------------------------------------- THIS PROXY, PROPERLY SIGNED AND
DATED, WILL BE VOTED AS DIRECTED, BUT
IF NO INSTRUCTIONS ARE SPECIFIED THIS
- ---------------------------------------- PROXY WILL BE VOTED FOR THE PROPOSAL
Stockholder sign Co-holder (if any) STATED. IF ANY OTHER BUSINESS IS PRE-
above sign above AT SUCH MEETING, THIS PROXY WILL BE
VOTED BY THE BOARD OF DIRECTORS IN
ITS BEST JUDGMENT. PRESENTLY, THE
BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE
MEETING. THIS PROXY ALSO CONFERS
DISCRETIONARY AUTHORITY ON THE BOARD
OF DIRECTORS TO VOTE WITH RESPECT TO
THE ELECTION OF ANY PERSON AS
DIRECTOR WHERE THE NOMINEES ARE
UNABLE TO SERVE OR FOR GOOD CAUSE
WILL NOT SERVE AND MATTERS INCIDENT
TO THE CONDUCT OF THE MEETING.
PAGE
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Detach above card, sign, date and mail in
postage paid envelope provided.
SECURITY BANCORP, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote in person at the
Meeting or at any adjournment thereof and after notification to the Secretary
of the Company at the Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The above signed acknowledges receipt from the Company prior to the
execution of this proxy of the Notice of Annual Meeting of Stockholders, a
Proxy Statement for the Annual Meeting of Stockholders, and the 1998 Annual
Report to Stockholders.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, indicate your full
title. If shares are held jointly, only one registered holder need sign but
both holders should sign, if possible.
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY CARD TODAY
<PAGE>
