<PAGE>
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-
b(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
ROCKDALE NATIONAL BANCSHARES, INC.
----------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Not Applicable
-------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1/1/
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
_________________
/1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
1000 Georgia Highway 138
Conyers, Georgia 30013
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 23, 2000
The Annual Meeting of Shareholders (the "Annual Meeting") of Rockdale
National Bancshares, Inc. (the "Company") will be held on Tuesday, May 23, 2000
at 4:30 p.m. at the offices of the Company, 1000 Georgia Highway 138, Conyers,
Georgia 30013, for the following purposes:
(1) To elect three Class III directors, to serve for a term of three years
and until their successors are elected and qualified; and
(2) To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
Only shareholders of record at the close of business on Friday, April 21,
2000 will be entitled to notice of, and to vote at, the Annual Meeting or any
adjournments or postponements thereof.
A Proxy Statement and a proxy solicited by the Board of Directors are
enclosed herewith. Please sign, date and return the proxy promptly. If you
attend the Annual Meeting, you may, if you wish, withdraw your proxy and vote in
person.
By Order of the Board of Directors,
/s/ William L. Daniel
William L. Daniel
President and Chief Executive Officer
Conyers, Georgia
April 27, 2000
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING IN PERSON, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE PAID ENVELOPE. IF YOU ATTEND THE
ANNUAL MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
1000 Georgia Highway 138
Conyers, Georgia 30013
ANNUAL MEETING OF SHAREHOLDERS
May 23, 2000
__________________________
PROXY STATEMENT
__________________________
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Rockdale National Bancshares, Inc. (the
"Company") for the Annual Meeting of Shareholders (the "Annual Meeting") to be
held on May 23, 2000 and any adjournments or postponements thereof, at the time
and place and for the purposes set forth in the accompanying notice of the
meeting. The expense of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be paid by the Company. In addition to
solicitations by mail, officers and regular employees of the Company, at no
additional compensation, may assist in soliciting proxies by telephone. This
Proxy Statement and the accompanying proxy are first being mailed to
shareholders on or about April 27, 2000. The address of the principal executive
offices of the Company is 1000 Georgia Highway 138, Conyers, Georgia 30013.
Any proxy given pursuant to this solicitation may be revoked by any
shareholder who attends the Annual Meeting and gives oral notice of his or her
election to vote in person, without compliance with any other formalities. In
addition, any proxy given pursuant to this solicitation may be revoked prior to
the Annual Meeting by delivering to the Secretary of the Company either an
instrument revoking it or a duly executed proxy for the same shares bearing a
later date. Proxies which are returned properly executed and not revoked will
be voted in accordance with the shareholder's directions specified thereon.
Where no direction is specified, proxies will be voted FOR the election of the
nominees named herein. Abstentions and broker non-votes will not be counted as
votes either in favor of or against the matter with respect to which the
abstention or broker non-vote relates.
The record of shareholders entitled to vote at the Annual Meeting was taken
on April 21, 2000. On that date, the Company had outstanding and entitled to
vote 676,188 shares of Common Stock, par value $1.00 per share (the "Common
Stock"), with each share entitled to one vote.
<PAGE>
AGENDA ITEM ONE
ELECTION OF DIRECTORS
The Board of Directors of the Company consists of ten directors. The
Company's Articles of Incorporation provide for a classified board of directors,
whereby approximately one-third of the members of the Company's Board of
Directors are elected each year at the Company's Annual Meeting of Shareholders.
At each Annual Meeting of Shareholders, successors to the class of directors
whose term expires at that Annual Meeting of Shareholders will be elected for a
three-year term. Three Class III directors are presently standing for election
to the Board of Directors of the Company.
In the event that any nominee withdraws or for any reason is not able to
serve as director, the proxy will be voted for such other person as may be
designated by the Board of Directors, but in no event will the proxy be voted
for more than three nominees. The affirmative vote of a plurality of all votes
cast at the Annual Meeting by the holders of the Common Stock is required for
the election of the three nominees standing for election. All of the nominees
have been directors of the Company since February 1997. Management of the
Company has no reason to believe that any nominee will not serve if elected.
The following persons have been nominated by management for election to the
Board of Directors as Class III directors, to succeed themselves for a term of
three years and until their successors are elected and have qualified:
Julia W. Morgan, age 71, is presently Chief Executive Officer of Ed Morgan
& Associates, Inc., a corporation which she has owned and operated since 1981.
Ms. Morgan served as a director of First Bank of Conyers until that bank merged
with Bank South in 1987. At that time, she became an advisory director for Bank
South and served as a director for its parent corporation, Bank South
Corporation, until 1996 when the bank merged with NationsBank. Ms. Morgan is
currently serving on the Executive Committee of the Board of Trustees of the
University of Georgia Education Foundation and is director of the University of
Georgia National Alumni Association. Ms. Morgan is also a member of the
American Society of Life Underwriters and the Conyers/Rockdale Chamber of
Commerce. Further, Ms. Morgan currently serves on the Rockdale County
Impoundment Authority and the Rockdale County Water and Sewer Authority.
Michael R. Potts, age 45, is the founder and President of Potts General
Contractors, Inc., a general commercial construction contracting firm started by
Mr. Potts in 1986, and The Potts Company, a construction management firm which
was formed in 1999. Mr. Potts is a member of the Georgia Chapter of Associate
General Contractors, the Georgia Utilities Contractors Association, Construction
Management Association of America, and the American Waterworks Association. Mr.
Potts is also currently serving and has served since 1992 as Director of
Construction for the Rockdale County Board of Commissioners. He is a former
Board member and Executive Committee member of the Conyers/Rockdale Chamber of
Commerce, and is an active charter member of the Haven Fellowship Church.
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Arthur J. Torsiglieri, Jr., M.D., age 41, has been a physician in Conyers,
Georgia, specializing in ear, nose and throat illnesses, since June 1990. Dr.
Torsiglieri is President of ENT Specialists, P.C., and is affiliated with Honey
Creek Medical Association, Inc. and Wellbrook Association, Conyers, Georgia.
Dr. Torsiglieri is also a clinical instructor in the Department of Surgery,
Division of Otolaryngology at Emory University, Atlanta, Georgia. Dr.
Torsiglieri is a Fellow of the American Academy of Otolaryngology and the
American College of Surgeons. Dr. Torsiglieri is a charter member of the Rotary
Club of Rockdale and serves on the Eagles Board of Review for the Boy Scouts of
America in Rockdale and Newton Counties.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE COMPANY'S
SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES NAMED ABOVE.
Each of the following persons is a member of the Board of Directors who is
not standing for election to the Board of Directors this year and whose term
will continue after the Annual Meeting.
Class I Directors, serving for a term expiring at the 2001 Annual Meeting
of Shareholders:
Troy A. Athon, age 62, has been involved in the adult care industry for his
entire professional career. Since 1997 he has been Vice President of Government
Relations for Care More Management Company. He was CEO of Geriatric Health
Services from 1980 to 1996. Prior to joining the Company's Board of Directors,
he served as Chairman of the Board of Rockdale Community Bank, which opened in
1988 and was purchased by Regions Bank in August of 1996. In addition, he
served on the Conyers City Council for three terms and in the Georgia State
House of Representatives for four terms.
C. Dean Alford, age 46, has served as President and Chief Executive Officer
of Allied Utility Network since 1998. Mr. Alford is presently Chairman of
Rockdale Health Systems, a director of the Rockdale Rotary Club, The Boy Scouts
of America (and a 1997 recipient of the Silver Beaver Award from the Atlanta
Area Council of The Boy Scouts of America), Conyers/Rockdale Boys & Girls Club,
Conyers/Rockdale Chamber of Commerce, and the Center for the Visually Impaired.
Mr. Alford is also the Chairman of the Georgia Tech School of Electrical and
Computer Engineering Advisory Board, and is a member of Rockdale Baptist Church.
William L. Daniel, age 50, began his banking career at Citizens & Southern
National Bank ("C&S") in 1972 ultimately rising to the level of Senior Vice
President when he left C&S in 1986. From December 1986 until September 1988,
Mr. Daniel served as an organizer, President and Chief Executive Officer of the
Enterprise National Bank, Atlanta, Georgia. From December 1988 until March
1996, Mr. Daniel served in various executive positions with Bank South
Corporation, ending with the position of Regional President supervising the
bank's 24 branches in Rockdale, South DeKalb, South Fulton, Clayton and Fayette
counties. After the acquisition of Bank South Corporation by NationsBank, Mr.
Daniel became Executive Vice President of First Newton Bank, Covington, Georgia
in April 1996. In October 1996, Mr. Daniel left the employment of First Newton
Bank to begin recruiting and advising the Company=s organizers and, on January
1, 1997, began devoting his full time to the organization of the Company and the
chartering of the Bank. Mr. Daniel currently serves as President and Chief
Executive Officer of the Company and the Bank. Mr. Daniel is active in the Good
Shepherd Episcopal Church and is a director of the Rockdale County Water and
Sewage Authority. Mr. Daniel serves on the Rockdale County Development
Authority and is active in a number of local civic organizations.
Hazel E. Durden, age 69, owns and operates Realty Metro, a real estate
company she founded in 1972. Mrs. Durden is a member of the Conyers/Rockdale
Chamber of Commerce, the American Business Woman Association, and the
Conyers/Rockdale Pilot Club. Mrs. Durden is also a former member of the
Grievance Committee of Ethics and Relations of the Rockdale Board of Realtors.
3
<PAGE>
Class II Directors, serving for a term expiring at the 2002 Annual Meeting
of Shareholders:
John A. Fountain, M.D., age 46, has maintained a medical practice
specializing in dermatology in Conyers, Georgia since 1983. Dr. Fountain is a
member of the Medical Association of Georgia, American Academy of Dermatology,
American Society of Dermatology Surgeons, and serves as Clinical Associate
Professor of Dermatology at Emory University School of Medicine. Dr. Fountain
is a former director of the Conyers/Rockdale Chamber of Commerce. Dr. Fountain
has also served as Honorary Chairman for the Rockdale Emergency Relief Fund and
is a life member of the Georgia Master 4-H Club and the Georgia 4-H Counselor
Association. Also, Dr. Fountain is head coach of women's soccer at Oxford
College at Emory University, and an Elder at Conyers Presbyterian Church.
Michael P. Jones, age 53, is Managing Partner of Jones & McKnight, P.C.,
Certified Public Accountants, which Mr. Jones founded in 1976. Mr. Jones has
served as an advisory director for Bank South, Conyers, Georgia from 1988 to
1995 and has served as Chairman of the Conyers/Rockdale Chamber of Commerce.
Mr. Jones is a member of the American Institute of CPAs and the Georgia Society
of CPAs. Mr. Jones is also a 1993 Alumnus of the Regional Leadership Institute
and has held numerous leadership positions with several Rockdale County youth
sports organizations.
R. Flynn Nance, D.V.M., age 44, has since 1987 served as the President and
owner of Honey Creek Veterinary Hospital, Inc., which is a veterinary medical
facility offering medical and surgical care of companion animals in Conyers,
Georgia. Dr. Nance is a member of Conyers/Rockdale Chamber of Commerce, the
American Veterinary Medical Association, the American Heartworm Society, the
Greater Atlanta Veterinary Medical Association, the Georgia State Board of
Veterinary Medicine, and the Georgia Veterinary Medical Association. Dr. Nance
is also a charter member of the Rotary Club of Rockdale County.
Executive Officers
Brian D. Hawkins, age 32, has served as Chief Financial Officer of the
Company since October 1998. Prior to his service with the Company, Mr. Hawkins
served as Senior Accountant with Main Street Bank from April 1996 to October
1998. Mr. Hawkins served as a Human Resources Administrator/Specialist with
SunTrust Banks, Inc. in Atlanta from 1991 to 1995 and as a Financial Analyst
with SunTrust, Chattanooga in 1995 and 1996.
William R. Walker II, age 33, has served as Senior Lending Officer of the
Company since September 1997. Prior to his service with the Company, Mr. Walker
served as a commercial lender with NationsBank from January 1996 to September
1997. Mr. Walker also served in various management positions with Bank South
from 1989 to 1996, prior to its acquisition by NationsBank. Most recently, Mr.
Walker served as a commercial lender in the Conyers and Atlanta areas from 1994
to 1996.
There are no family relationships between any director or executive officer
and any other director or executive officer of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Act of 1934, as amended (the "Exchange
Act") requires the Company's directors, certain officers and persons who own
more than 10% of the outstanding Common Stock of the Company to file with the
Securities and Exchange Commission ("SEC") reports of changes in their ownership
of the Common Stock of the Company. Officers, directors and more than 10%
shareholders are also required
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<PAGE>
to furnish the Company with copies of all forms they file under this regulation.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and representations that no other reports were
required, during fiscal year ended December 31, 1999, all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10%
shareholders were satisfied except that (i) a Form 3, Initial Statement of
Beneficial Ownership, was inadvertently filed late by Mr. Athon; and (ii) a Form
5, Annual Statement of Changes in Beneficial Ownership, was inadvertently filed
late by Ms. Morgan, Mr. Potts, Dr. Torsiglieri, Mr. Alford, Mrs. Durden, Dr.
Fountain, Mr. Jones, and Dr. Nance.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company held twelve meetings during the year
ended December 31, 1999. Each director attended at least 75% of the aggregate
number of meetings held by the Board of Directors and the Committees of the
Board of Directors on which he or she served.
The Board of Directors of the Company does not have a standing audit
committee, compensation committee, or directors nominating committee. The
functions that would normally be served by such committees have been reserved to
the entire Board of Directors of the Company. The Board of Directors of the
Company, at its upcoming annual meeting (which will follow the 2000 Annual
Meeting of Shareholders) will consider the formation of an audit committee and a
compensation committee for the Company. The functions of the directors
nominating committee will continue to be reserved to the entire Board of
Directors of the Company.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 21, 2000
with respect to ownership of the outstanding Common Stock of the Company by (i)
all persons known by the Company to own beneficially more than 5% of the
outstanding shares of the Common Stock of the Company, (ii) each director of the
Company, (iii) each executive officer of the Company, and (iv) all executive
officers and directors of the Company as a group:
<TABLE>
<CAPTION>
Number of Percent of
Name of Beneficial Owner Shares/(1)/ Total
------------------------- --------- ----------
<S> <C> <C>
C. Dean Alford.................................... 33,000/2)/ 4.5%
Troy A. Athon..................................... 600/3)/ *
William L. Daniel................................. 24,262/4)/ 3.3%
Hazel E. Durden................................... 16,000/5)/ 2.2%
John A. Fountain, M.D............................. 21,000/6)/ 2.8%
Brian D. Hawkins.................................. 800/7)/ *
Michael P. Jones.................................. 25,000/8)/ 3.4%
Julia W. Morgan................................... 30,750/9)/ 4.2%
R. Flynn Nance, D.V.M............................. 19,300/10)/ 2.6%
Michael R. Potts.................................. 22,500/11)/ 3.0%
Arthur J. Torsiglieri, Jr., M.D................... 21,000/12)/ 2.8%
William R. Walker................................. 3,668/13)/ *
All Directors and Officers (12 persons)...... 217,880/14)/ 29.4%
</TABLE>
_______________
* Less than 1% of shares outstanding.
/(1)/ Except as indicated, each person named in this table possesses sole voting
and investment power with respect to the shares beneficially owned by such
person. "Beneficial Ownership" includes shares for which an individual,
directly or indirectly, has or shares voting or investment power or both
and also includes options which are exercisable within sixty days of the
date hereof. Beneficial ownership as reported in the above table has been
determined in accordance with Rule 13d-3 of the Securities Exchange Act of
1934. The percentages are based upon 676,188 shares outstanding. The
percentages for each of those parties who hold presently exercisable
options are based upon the sum of 676,188 shares plus the number of shares
subject to presently-exercisable options held by each such party, as
indicated in the following notes. All persons above have a business
address of P.O. Box 82030, Conyers, Georgia 30013.
/(2)/ Includes 25,000 shares owned jointly by Mr. Alford and his spouse and
includes 2,000 shares in an irrevocable trust, with respect to which Mr.
Alford disclaims beneficial ownership and 6,000 shares subject to
presently-exercisable stock options.
/(3)/ Includes 500 shares subject to presently-exercisable options.
/(4)/ Includes 9,262 shares subject to presently-exercisable stock options.
/(5)/ Includes 10,000 shares owned jointly by Ms. Durden, including 1,000 shares
with Natalie Brook Elmore, 1,000
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with Garrett Austin Elmore, and 8,000 with Gary E. Elmore and 6,000
shares subject to presently-exercisable stock options.
/(6)/ Includes 10,000 shares owned jointly by Dr. Fountain and his wife, and
6,000 shares subject to presently-exercisable stock options.
/(7)/ Includes 800 shares subject to presently-exercisable stock options
/(8)/ Includes 18,000 shares owned by Mr. Jones' wife, Meta B. Jones and 6,000
shares subject to presently-exercisable stock options.
/(9)/ Includes 22,000 shares held in a trust as to which Ms. Morgan has sole
voting and investment power and 6,000 shares subject to presently-
exercisable stock options.
/(10)/ Includes 10,000 shares owned jointly by Dr. Nance and his wife, 6,000
shares subject to presently-exercisable stock options, 300 shares held in
trust for Dr. Nance's children in the name of Dr. Nance's mother,
Harriett L. Nance, with respect to which Dr. Nance disclaims beneficial
ownership and 1,000 shares owned by Dr. Nance's wife and each of his
three children.
/(11)/ Includes 4,400 shares owned jointly by Mr. Potts and his wife and 6,000
shares subject to presently-exercisable stock options.
/(12)/ Includes 15,000 shares owned jointly by Dr. Torsiglieri and his wife and
6,000 shares subject to presently-exercisable stock options.
/(13)/ Includes 1,000 shares owned jointly by Mr. Walker and his wife and 2,668
shares subject to presently-exercisable stock options.
/(14)/ Includes 63,784 shares subject to presently-exercisable options.
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer (the "Named Executive Officer") for the years ended
December 31, 1999, 1998 and 1997. No other executive officer's compensation
exceeded $100,000 during 1999.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
------------------- ----------------------
Number
of
Name and Restricted Stock Options All Other
Principal Position Year Salary Bonus Awards ($) Awarded Compensation
- ---------------------------- ------------ ------------ ---------- ---------------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
William L. Daniel 1999 $103,000 $- 0 - $- 0 - - 0 - $21,807/(1)/
President and
Chief Executive Officer 1998 $100,000 $- 0 - $- 0 - 9,262 $14,729/(2)/
1997 $ 93,200 $- 0 - $- 0 - - 0 - $ - 0 -
</TABLE>
___________________________
/(1)/ Includes $8,400 in travel allowances and $13,407 in life insurance
premiums.
/(2)/ Includes $8,400 in travel allowances and $6,329 in life insurance
premiums.
Employment Agreement
William L. Daniel has been President and Chief Executive Officer of the
Company and the Bank since each was formed. From February 21, 1997 until
February 21, 2000, the terms of Mr. Daniel's employment were established
pursuant to an employment agreement (the "1997 Employment Agreement"). The 1997
Employment Agreement provided that Mr. Daniel receive an annual base salary of
$100,000, which the Board
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of Directors of the Bank could increase, in its discretion, based on the Bank's
achievement of certain performance goals. Mr. Daniel was also eligible to
receive a bonus in an amount to be determined by the Bank's Board of Directors.
The 1997 Employment Agreement also provided for the grant of stock options to
Mr. Daniel in the amount of 1% of the Common Stock of the Company sold in the
Company's initial public offering (6,732 shares) at a purchase price of $10.00
per share (the then current market price) pursuant to the Company's 1998
Incentive Stock Option Plan. Additionally, the 1997 Employment Agreement
provided that Mr. Daniel was to receive an automobile allowance of $700 per
month and such other benefits, such as health, hospitalization, disability and
term life insurance generally made available to other senior executives of the
Company and the Bank. Further, the 1997 Employment Agreement contained non-
compete and non-solicitation provisions providing that, through the actual date
of termination of the 1997 Employment Agreement and for a period of 12 months
thereafter, Mr. Daniel would not, without the prior written consent of the Bank,
within the primary service area of the Bank, either directly or indirectly serve
as an executive officer of any bank, bank holding company, or other financial
institution. Lastly, the 1997 Employment Agreement provided that the Bank could
terminate the employment of Mr. Daniel for any reason, and, in such event, Mr.
Daniel would have been entitled to the payment of his base salary for a period
of six months and for reimbursement of up to $3,000 in fees incurred in
connection with outplacement services.
Since the expiration of the 1997 Employment Agreement on February 21, 2000 Mr.
Daniel has served as the President and Chief Executive Officer of the Company
and the Bank, with a salary of $103,000, an automobile allowance of $700 per
month and is being provided other benefits, such as health, hospitalization,
disability and term life insurance generally made available to other senior
executives of the Company and the Bank. Currently, the Board of Directors of the
Company and Mr. Daniel are negotiating the terms of a new employment agreement
which is anticipated to be finalized by the end of May 2000.
Stock Option Plans
On January 27, 1998, the Company's Board of Directors adopted the 1998
Incentive Stock Option Plan (the "Plan") to cover Mr. Daniel's options and for
employees who are contributing significantly to the management or operation of
the business of the Company or its subsidiaries as determined by the committee
administering the Plan. The Plan was approved by the stockholders of the
Company at their annual meeting held on May 5, 1998. The Plan provides for the
grant of options at the discretion of a committee designated by the Board of
Directors to administer the Plan. No person may serve as a member of the
committee who is then eligible for a grant of options under the Plan or has been
so eligible for a period of one year prior to his service on the committee. The
option exercise price must be at least 100% (110% in the case of a holder of 10%
or more of the Common Stock) of the fair market value of the stock on the date
the option is granted and the options are exercisable by the holder thereof in
full at any time prior to their expiration in accordance with the terms of the
Plan. Stock options granted pursuant to the Plan expire on or before (1) the
date which is the tenth anniversary of the date the option is granted, or (2)
the date which is the fifth anniversary of the date the option is granted in the
event that the option is granted to a key employee who owns more than 10% of the
total combined voting power of all classes of stock of the Company or any
subsidiary of the Company. 100,000 shares have been reserved for issuance under
the Plan. During 1999, an aggregate of 7,436 stock options were granted under
the Plan.
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Stock Options
No options were granted during the year ended December 31, 1999 to the Named
Executive Officer. The following table presents information regarding the value
of unexercised options held at December 31, 1999 by the Named Executive Officer.
No stock options were exercised and there were no SARs outstanding during fiscal
1999.
<TABLE>
<CAPTION>
Number of
Unexercised Options Value of Unexercised
at FY-End In-the-Money Options
(#) at FY-End
Name Exercisable/Unexercisable Exercisable (1)/Unexercisable
- ---------------------------- ---------------------------------- -------------------------------
<S> <C> <C>
William L. Daniel 9,262/0 $18,524 / $0
</TABLE>
____________________
/(1)/ Dollar values calculated by determining the difference between the
estimated fair market value of the Company's Common Stock at December 31,
1999 ($12.00) and the exercise price of such options. Because no organized
trading market exists for the Common Stock of the Company, the fair market
value was computed by reference to recent sales of the Company's Common
Stock.
Compensation of Directors
The Company does not pay director's fees; however all of the Company's
directors serve as directors of the Bank and the Bank is currently paying
director's fees at the rate of $400 per month per director.
On August 24, 1998 (the "Effective Date"), the Board of Directors of the
Company approved a deferred compensation plan (the "Directors' Plan") to help
retain the services of those Company directors who do not hold a management
position (the "Eligible Directors"). The Directors' Plan provides that each
Eligible Director serving on the Board of Directors as of the Effective Date
shall be granted an option to purchase 5,000 shares of the Company's Common
Stock. The Directors' Plan further provides for the grant, at the end of each
year, of an option to purchase 500 shares of Common Stock to each Eligible
Optionee who continues to serve on the Board of Directors as of the last
business day of that year. Options granted pursuant to the Directors' Plan
become fully exercisable as of the date of grant. Such options expire on the
earlier of (i) the tenth anniversary of the date of grant or (ii) the first
anniversary of the date that the Optionee ceases service on the Board of
Directors for reasons other than death or disability. 100,000 shares have been
reserved for issuance under the Directors' Plan. During 1999, an aggregate of
4,500 stock options were granted under the Directors' Plan.
CERTAIN TRANSACTIONS
The Bank extends loans from time to time to certain of the Company's
directors, their associates and members of the immediate families of the
directors and executive officers of the Company. These loans are made in the
ordinary course of business on substantially the same terms, including interest
rates, collateral and repayment terms, as those prevailing at the time for
comparable transactions with persons not affiliated with the Company or the
Bank, and do not involve more than the normal risk of collectibility or present
other unfavorable features.
INDEPENDENT PUBLIC ACCOUNTANTS
Representatives of BDO Seidman, LLP, the Company's independent public
accountants, are expected to be present at the Annual Meeting and will have the
opportunity to make a statement if they desire to do so and to respond to
appropriate questions.
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ANNUAL REPORT TO SHAREHOLDERS AND REPORT ON FORM 10-KSB
Additional information concerning the Company, including financial statements
of the Company, is provided in the Company's 1999 Annual Report to Shareholders
that accompanies this proxy statement. The Company's Annual Report on Form 10-
KSB for the year ended December 31, 1999, as filed with the Securities and
Exchange Commission, is available to stockholders who make a written request
therefor to the Chief Financial Officer of the Company, Brian D. Hawkins, P. O.
Box 82030, Conyers, Georgia 30013. Copies of exhibits filed with that report
or referenced therein will be furnished to stockholders of record upon request
and payment of the Company's expenses in furnishing such documents.
SHAREHOLDER PROPOSALS
The deadline for submission of shareholder proposals pursuant to Rule 14a-8
under the Exchange Act for inclusion in our proxy statement for the 2001 Annual
Meeting of Shareholders is December 29, 2000. Additionally, we must receive
notice of any shareholder proposal to be considered at the 2001 Annual Meeting
of Shareholders (but not required to be included in our proxy statement) by
March 13, 2001, or such proposal will be considered untimely pursuant to
Rules14a-4 and 14a-5(e) under the Exchange Act. The persons named in the
proxies solicited by us may exercise discretionary voting authority with respect
to any shareholder proposal received by us after the December 14, 2000 deadline
if such proposal is otherwise a matter properly brought before and acted on by
shareholders.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
Annual Meeting. However, if other matters should come before the annual meeting
it is the intention of the persons named in the enclosed form of Proxy to vote
the Proxy in accordance with their judgment of what is in the best interest of
the Company.
By Order of The Board of Directors,
/s/ William L. Daniel
William L. Daniel
President and Chief Executive Officer
Conyers, Georgia
April 27, 2000
10
<PAGE>
ROCKDALE NATIONAL BANCSHARES, INC.
1000 Georgia Highway 138
Conyers, Georgia 30013
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE 2000 ANNUAL
MEETING OF SHAREHOLDERS.
The undersigned hereby appoints C. Dean Alford and Michael P. Jones, and each of
them, with power of substitution to each, the proxies of the undersigned to vote
the Common Stock of the undersigned at the Annual Meeting of Shareholders of
ROCKDALE NATIONAL BANCSHARES, INC. to be held on May 23, 2000 at 4:30 p.m. at
the offices of the Company, 1000 Georgia Highway 138, Conyers, Georgia 30013
and any adjournments or postponements thereof:
1. To elect three directors to serve for the term indicated below and until
their successors are elected and qualified.
[_] FOR all nominees listed below (except [_] WITHHOLD AUTHORITY to vote
for all as marked to the contrary below) nominees listed below
CLASS III (term to expire in Year 2003)
Julia W. Morgan, Michael R. Potts, Jr., and Arthur J. Torsiglieri, M.D.
INSTRUCTION: To withhold authority to vote for any individual nominee,
write the nominee's name in the space provided below.
___________________________________________________________________________
2. To vote in accordance with their best judgment with respect to any other
matters that may properly come before the meeting or any adjournments or
postponements thereof.
THE BOARD OF DIRECTORS FAVORS A VOTE AFOR@ THE ABOVE PROPOSALS AND UNLESS
INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THIS PROXY
WILL BE SO VOTED.
Please date and sign this Proxy exactly as name(s) appears on the mailing label.
NOTE: When signing as an attorney, trustee, executor, administrator or
guardian, please give your title as such. If a corporation or partnership, give
full name by authorized officer. In the case of joint tenants, each joint owner
must sign.
___________________________________________
___________________________________________
Print Name(s):_____________________________
___________________________________________
___________________________________________
Dated:_____________________________________
