<PAGE> 1
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
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14a-6(e)(2))
[X] Definitive Proxy Statement
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People's Community Capital Corporation
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
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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:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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previously. Identify the previous filing by registration statement number, or
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<PAGE> 2
PEOPLE'S COMMUNITY CAPITAL CORPORATION
106-A PARK AVENUE, S.W.
AIKEN, SOUTH CAROLINA 29801
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 29, 1999
TO OUR SHAREHOLDERS:
You are cordially invited to attend the 1999 Annual Meeting of
Shareholders of People's Community Capital Corporation, which is the holding
company for People's Community Bank of South Carolina. This letter serves as
notice that the Annual Meeting will be held at The Conference Center, 215 The
Alley, Aiken, South Carolina 29801 on Thursday, April 29, 1999, at 11:00 a.m.,
for the following purposes:
1. To elect three members to the Board of Directors; and
2. To transact any other business that may properly come before
the meeting or any adjournment of the meeting.
Shareholders owning our common stock at the close of business on March
15, 1999 are entitled to attend and vote at the meeting. A complete list of
these shareholders will be available at the Company's offices prior to the
meeting. At the meeting, we will report on our performance in 1998 and answer
your questions. We are excited about our accomplishments in 1998 and look
forward to discussing both our accomplishments and our plans with you. We hope
that you can attend the meeting and look forward to seeing you there.
Please use this opportunity to take part in the affairs of the Company
by voting on the business to come before this meeting. Even if you plan to
attend the meeting, we encourage you to complete and return the enclosed proxy
to us as promptly as possible.
By Order of the Board of Directors,
Tommy B. Wessinger
Chief Executive Officer
Aiken, South Carolina
March 22, 1999
<PAGE> 3
PEOPLE'S COMMUNITY CAPITAL CORPORATION
106-A PARK AVENUE, S.W.
AIKEN, SOUTH CAROLINA 29801
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 29, 1999
Our Board of Directors is soliciting proxies for the 1999 Annual
Meeting of Shareholders. This proxy statement contains important information for
you to consider when deciding how to vote on the matters brought before the
meeting. We encourage you to read it carefully.
VOTING INFORMATION
The Board set March 15, 1999 as the record date for the meeting.
Shareholders owning our common stock at the close of business on that date are
entitled to attend and vote at the meeting, with each share entitled to one
vote. There were 998,162 shares of common stock outstanding on the record date.
A majority of the outstanding shares of common stock represented at the meeting
will constitute a quorum.
When you sign the proxy card, you appoint Tommy B. Wessinger and Alan
J. George as your representatives at the meeting. Mr. Wessinger and Mr. George
will vote your proxy as you have instructed them on the proxy card. If you
submit a proxy but do not specify how you would like it to be voted, Mr.
Wessinger and Mr. George will vote your proxy for the election to the Board of
Directors of all nominees listed below under "Election Of Directors." We are not
aware of any other matters to be considered at the meeting. However, if any
other matters come before the meeting, Mr. Wessinger and Mr. George will vote
your proxy on such matters in accordance with their judgment.
You may revoke your proxy and change your vote at any time before the
polls close at the meeting. You may do this by signing and delivering another
proxy with a later date or by voting in person at the meeting.
We are paying for the costs of preparing and mailing the proxy
materials and of reimbursing brokers and others for their expenses of forwarding
copies of the proxy materials to our shareholders. Our officers and employees
may assist in soliciting proxies but will not receive additional compensation
for doing so. We are distributing this proxy statement on or about March 22,
1999.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The Board of Directors is divided into three classes with staggered
terms, so that the terms of only approximately one-third of the Board members
expire at each annual meeting. The current terms of the Class III directors will
expire at the meeting. The terms of the Class I directors expire at the 2000
Annual Shareholders Meeting. The terms of the Class II directors will expire at
the 2001 Annual Shareholders Meeting. Our directors and their classes are:
<TABLE>
<S> <C> <C>
Class I Class II Class III
Margaret Holley-Taylor Raymond D. Brown James D. McNair
Clark D. Moore, M.D. Alan J. George Russell D. Phelon
Donald W. Thompson Anthony E. Jones Tommy B. Wessinger
John B. Tomarchio, M.D.
</TABLE>
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<PAGE> 4
Shareholders will elect three nominees as Class III directors at the
meeting to serve a three-year term, expiring at the 2002 Annual Meeting of
Shareholders. The directors will be elected by a plurality of the votes cast at
the meeting. This means that the three nominees receiving the highest number of
votes will be elected. Abstentions and broker non-votes will not be considered
to be either affirmative or negative votes.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU ELECT JAMES D. MCNAIR,
RUSSELL D. PHELON, AND TOMMY B. WESSINGER AS CLASS III DIRECTORS.
If you submit a proxy but do not specify how you would like it to be
voted, Mr. Wessinger and Mr. George will vote your proxy to elect Mr. McNair,
Mr. Phelon, and Mr. Wessinger. If any of these nominees is unable or fails to
accept nomination or election (which we do not anticipate), Mr. Wessinger and
Mr. George will vote instead for a replacement to be recommended by the Board of
Directors, unless you specifically instruct otherwise in the proxy.
Set forth below is certain information about the nominees:
James D. McNair, 81, is a Class III Director of the Company and Vice
Chairman of the Company and the Bank. He resides in Aiken, South Carolina and
attended the University of South Carolina. He is a graduate of Canon Trust
School and the School of Banking of the South at Louisiana State University. Mr.
McNair was the President of Farmers and Merchants Bank of Aiken from 1963 to
1983 and was Senior Executive Vice President of Citizens & Southern National
Bank from 1983 until 1984. He served as a member of the advisory board of
NationsBank until December 1996. Mr. McNair is a past president of the South
Carolina Association of Independent Bankers and the South Carolina Bankers
Association. He is also a past member of the South Carolina Board of Financial
Institutions and was elected Man of the Year in 1984 by the Greater Aiken
Chamber of Commerce. Mr. McNair is a charter member, organizer and director of
the Lower Savannah Council of Governments and President of the Lower Savannah
Council of Governments Development Corporation. He is an honorary member of the
Aiken Rotary Club and was also an organizer and past president of Friends of
Hopelands, a charitable organization in Aiken.
Russell D. Phelon, 57, is a resident of Aiken, South Carolina and is a
Class III Director of the Company. He graduated from Rensselaer Polytechnic
Institute in 1963 with a Bachelors Degree in Mechanical Engineering and attended
Babson Institute in Wellesley, Massachusetts from 1963 until 1964. He is the
President and Chief Executive Officer of R.E. Phelon Company, Inc., which is
headquartered in Aiken, South Carolina, and Power Parts, Inc. and has served on
the Board of Directors of Springfield Wire Company in Springfield, Massachusetts
and the board of trustees of Western New England College.
Tommy B. Wessinger, 61, is a Class III Director of the Company and is
also the Chairman and Chief Executive Officer of the Bank. He is a resident of
Aiken, South Carolina and attended Clemson University. He is also a graduate of
the University of North Carolina School of Banking, the Graduate School of
Banking of the South, L.S.U., and the Executive Management School at Columbia
University. Mr. Wessinger began his banking career in 1968 with Bankers Trust of
South Carolina, working in various positions and in various cities throughout
South Carolina. In 1982, Mr. Wessinger became a Regional Executive for Bankers
Trust where he was responsible for all branches throughout a ten county region,
including Aiken County. Mr. Wessinger continued to serve in this role after NCNB
acquired Bankers Trust from 1986 until 1992. Following the merger of C&S Bank
and NCNB, which resulted in the formation of NationsBank, Mr. Wessinger was
employed by NationsBank as a Senior Banking Executive and Senior Commercial Area
Executive for the Aiken County area from 1992 until his retirement in 1995. Mr.
Wessinger is a recipient of The Order of the Palmetto and was named Man of the
Year in 1994 by the Greater Aiken Chamber of Commerce. He is the Vice President
and a member of the Board of Directors of Hitchcock Rehabilitation Center,
former Chairman of the Economic Development Board of Aiken and Edgefield
Counties, and former Chairman of the Aiken Tech Foundation Board. He is also a
former member of the Governor's Council of Illiteracy and Workforce Excellence
and the Aiken County Human Relations Council, and a current member of the Aiken
Rotary Club.
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<PAGE> 5
Set forth below is also information about each of the Company's other
directors and each of its executive officers. Each of the following directors
has been a director of the Company since the Company's formation in 1997. Each
director is also a director of the Bank.
Raymond D. Brown, 54, is a Class II Director of the Company. He resides
in North Augusta, South Carolina and is a graduate of Auburn University where he
received a Bachelors Degree in Building Construction. He is currently the
President and Chief Executive Officer of R.D. Brown Contractors, Inc., a general
construction company specializing in commercial and industrial construction. He
has served on the Chamber of Commerce Board and the NationsBank Advisory Board
in North Augusta, South Carolina.
Jean H. Covington, 41, is the Controller and Chief Financial Officer of
the Bank and the Company. She resides in Aiken, South Carolina and graduated
from Clemson University. In her career she has held senior financial positions
with various companies, and she was an auditor with Arthur Andersen & Co. for
three years. Most recently, Ms. Covington served as Vice President of Finance at
Foster Dixiana Corporation in Columbia, South Carolina from 1988 until 1995,
where she was responsible for all financial and administrative management,
accounting, budget, and treasury functions. She is a member of the South
Carolina Association of CPAs and the American Institute of Certified Public
Accountants. She currently serves as the Treasurer of the Board of the First
Presbyterian Church Preschool and Mothers' Morning Out Programs. She is a
sustaining member of the Kershaw County Jr. Welfare League and a past board
member of the Camden-Kershaw County Child Care Center. Ms. Covington also served
previously as a board member for The Loxcreen Company in Columbia, South
Carolina. She is a member of the First Presbyterian Church in Aiken, South
Carolina.
Alan J. George, 49, is a Class II Director of the Company. He is a
resident of Aiken, South Carolina and a graduate of the University of South
Carolina, Columbia where he received a Bachelors Degree in English. He is also a
graduate of the Canon Trust School in Charlotte, North Carolina and the Stonier
Graduate School of Banking. He graduated from the University of South Carolina
School of Law in 1974. In 1975 he became Vice President and Trust Officer of F&M
Bank in Aiken, South Carolina. In 1983 he became Vice President and Business
Development Officer and served in this capacity until 1985 when he became Vice
President and Group Head for Citizens & Southern Bank. In 1987 Mr. George became
Senior Vice President and Regional Executive Officer and remained employed in
this position following the merger of Citizens & Southern Bank with NationsBank
until 1996. He is currently the President, Secretary and the Chief Operating
Officer of the Company and the President and Chief Operating Officer of the
Bank. Mr. George is Chairman of the Aiken Housing Committee and Chairman and
member of the Salvation Army Boys & Girls Club Advisory Council. He is also a
member of the South Carolina Bar Association, the Aiken County Bar Association,
the Aiken Rotary Club, and the St. Thaddeus Episcopal Church. He is a former
member of the Board of the University of South Carolina Education Foundation,
the Investment Policy Committee, the University of South Carolina Aiken
Partnership Board and is past President and a former member of the executive
committee of the Trust Division for the South Carolina Bankers Association. Mr.
George is also a member of the Corporation, Banking and Securities Law Section
of the South Carolina Bar Association.
Charles E. Harmon, 67, is Executive Vice President and Senior Credit
Officer of the Bank. He is a resident of Lexington County, South Carolina and a
graduate of the University of South Carolina. Prior to joining People's
Community Bank, he worked 31 years in banking with The First National Bank of
South Carolina and South Carolina National Bank, retiring December 31, 1991.
During his banking career he held positions as an Installment Loan Officer,
Branch Manager, City Executive, Commercial Loan Officer and from 1977 until
retirement, Head of Loan Administration. He is a graduate of The Graduate School
of Banking of The South at Louisiana State University and a graduate of the
National Commercial Lending Graduate School at the University of Oklahoma. Since
retiring in 1991, he has owned and operated his own business consulting company,
CEH Associates, Inc., working with several financial institutions in South
Carolina. He is a member of the Board of Directors of Carolina Capital
Investment Corporation. He is a member of Pisgah Lutheran Church where he serves
on Church Council and as Treasurer of the Pisgah Endowment Fund.
Anthony E. Jones, 36, is a Class II Director of the Company. Mr. Jones
is a resident of Augusta, Georgia. Mr. Jones majored in Finance at the
University of Georgia, where he received a bachelor's degree in Business
Administration. From 1985 to 1996 he was the General Manager and Treasurer of
Gerald Jones VW
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<PAGE> 6
Inc. and, since 1996, has been the President and Chief Executive Officer of that
company. He is also a member of the Augusta Country Club.
L. Stephen Lineberry, 53, is the Senior Vice President of Operations
for the Bank. He resides in North Augusta, South Carolina and attended Augusta
College. He is also a graduate of the American Institute of Banking. Mr.
Lineberry worked for Bankers First Data Services, Inc. from 1983 until 1996,
serving as President and Chief Operating Officer from 1990 until 1996. He is a
retired member of the Georgia Army National Guard, and a member of the advisory
board of the Georgia-Carolina Council of the Boy Scouts of America.
Clark D. Moore, M.D., 54, is a Class I Director of the Company and is a
resident of Aiken, South Carolina. Dr. Moore graduated from the University of
Illinois under a Western Golf Association Evans Scholarship, a National Merit
Scholarship and an Illinois State Scholarship. He received a Masters Degree from
Loyola University, graduated with Honors in Medicine from the St. Louis
University School of Medicine, and trained in general surgery and orthopedic
surgery at the Medical College of Virginia. In 1993 he was awarded the Order of
the Palmetto, the highest civilian award presented by the State of South
Carolina. He is a member of the American Association of Orthopedic Surgery, the
American Medical Association, the South Carolina Orthopedic Society, and the
Eastern Orthopedic Association. He is a member of the board of trustees of the
Aiken Regional Medical Centers Hospital and previously served on the Board of
Directors of the Hitchcock Rehabilitation Center. Dr. Moore is the founder and
senior partner of Carolina Orthopedic Associates P.A., founder and developer of
the Aiken Medical Center, and founder of Preferred Care, a physician hospital
organization. He is an active member of the Aiken Chamber of Commerce and a
former member of the advisory board for NationsBank in Aiken, South Carolina.
Margaret Holley-Taylor, 64, is a Class I Director of the Company. She
is a resident of Aiken, South Carolina and the owner of Aiken Office Supply. Ms.
Holley-Taylor received the "Small Business Person of the Year" award in 1986 and
was a recipient of the Finalist Award as the "Aiken County Small Business Person
of the Year" in 1991. She previously served on the NationsBank Advisory Board
and the Partnership Board of the University of South Carolina, Aiken, and was on
the Board of Directors for the Aiken Chamber of Commerce and the Aiken United
Way, where she also served as Treasurer for three years. She is a member of the
Woodside Plantation Country Club, the Houndslake County Club, the National
Business Products Industry Association, and the Millbrook Baptist Church.
Donald W. Thompson, 53, is a Class I Director of the Company and a
resident of North Augusta, South Carolina. He has been President of Windsor
Jewelers, Inc. since 1989 and has been active in the jewelry industry for more
than 35 years. Mr. Thompson is a member of the Augusta Kiwanis.
John B. Tomarchio, M.D., 46, is a Class I Director of the Company and a
resident of Aiken, South Carolina. He graduated summa cum laude from Central
Florida University with a Bachelors Degree in Microbiology and is a graduate of
Louisiana State University Medical School. He also received specialty training
at Tulane University Medical Center and the Medical College of Georgia and is
board certified in Emergency Medicine. He is the founder and former President
and Chief Executive Officer of South Carolina Physicians Care, a physicians
multi-specialty group. Dr. Tomarchio served as President of the Aiken County
Medical Society and was appointed to the Board of Directors of the
Aiken-Barnwell Mental Health Association by both South Carolina Governor
Campbell and Governor Beasley. He was a member of the Aiken Judicial-Public
Safety Commission, the City of Aiken Planning Commission, the Aiken County
Indigent Care Commission, and the Vice Chairman of the Aiken Emergency Services
Subcommittee. In addition to his private practice in general and family
medicine, he is also an active member of a number of professional associations
including the Aiken County Medical Society, the South Carolina Medical
Association, the American Medical Association, and the American College of
Physicians.
In January 1999, Mr. W. Cothran Campbell resigned from the Board due to
time constraints with his other business interests. The Board of Directors does
not anticipate replacing Mr. Campbell prior to the meeting, and therefore it has
reduced the size of the Board to ten members to reflect Mr. Campbell's
resignation. However, when the Board subsequently locates a qualified candidate
to replace Mr. Campbell, it intends to increase the Board back to eleven members
and appoint the candidate to serve a term until the 2000 annual shareholders
meeting.
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<PAGE> 7
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows the cash compensation paid by the Company or
the Bank to its Chief Executive Officer and President for the years ended
December 31, 1997 and 1998. No executive officers of the Company or the Bank
earned total annual compensation, including salary and bonus, in excess of
$100,000 in 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation (1)
-----------------------
Other Annual
Name and Principal Position Year Salary Bonus Compensation
- --------------------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Tommy B. Wessinger 1998 $71,875 --- $ 40,030(2)
Chairman and Chief Executive
Officer of the Company and the
Bank 1997 $1.00 (2) --- $ 1,800
Alan J. George 1998 $90,000 --- $ 15,368
President and Chief Operating
Officer of the Company and the 1997 $58,100 --- $ 2,400
Bank
</TABLE>
- ----------
(1) Executive officers of the Company also received indirect compensation in
the form of certain perquisites and other personal benefits. The amount of
such benefits received in the fiscal year by each named executive officer
did not exceed 10% of the executive's annual salary and bonus.
(2) In lieu of salary in 1997, the Company issued 5,000 shares of common stock
to Mr. Wessinger in October 1998 for no additional consideration. These
shares were valued at $37,500, based on the fair market value of the
Company's common stock on the date of issuance.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with both Mr.
Wessinger and Mr. George for five year terms beginning March 3, 1997. At the end
of each term, upon adoption of a resolution by the Board of Directors of the
Bank, each term shall be extended for an additional year so that each remaining
term shall continue to be for five years unless either Mr. Wessinger or Mr.
George provide written notice to the Bank to fix their terms to finite terms of
five years commencing with the later date of March 3, 1997, or the date of the
latest Board resolution extending each term.
Tommy B. Wessinger and the Company entered into an employment agreement
pursuant to which Mr. Wessinger will serve as the Chairman and Chief Executive
Officer of the Company and the Bank. The employment agreement provided for a
starting salary of $1.00 per annum, plus medical insurance premiums until the
Bank opened for business. Since January 1, 1998, Mr. Wessinger has been paid a
salary of $75,000 plus his yearly medical insurance premium. In addition, in
lieu of salary before the Bank opened, in 1998 the Company agreed to issue 5,000
shares of common stock to Mr. Wessinger for no additional consideration. Alan J.
George and the Company entered into an employment agreement pursuant to which
Mr. George will serve as the President and Chief Operating Officer of the
Company and the Bank. The employment agreement provides for a starting salary of
$75,000 per annum, plus medical insurance premiums until the Bank opened for
business. Thereafter, Mr. George will be paid a salary of $90,000 plus his
yearly medical insurance premium.
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Both agreements provide that the executive will be eligible to
participate in any management incentive program of the Bank or any long-term
equity incentive program and will be eligible for grants of stock options and
other awards thereunder. Each executive will also participate in the Bank's
retirement, welfare and other benefit programs and is entitled to reimbursement
for automobile expenses, club dues, and travel and business expenses. In
addition, under the agreements, on each anniversary of the opening date of the
Bank, Mr. Wessinger and Mr. George will be eligible to receive a cash bonus in
an amount determined by the Board of Directors (with each executive abstaining
from the determination of his bonus). The amount of the bonuses will be based on
performance levels established by the Board of Directors from time to time.
If the Company terminates either Mr. Wessinger's or Mr. George's
employment without cause or if Mr. Wessinger's or Mr. George's employment is
terminated due to a sale, merger or dissolution of the Company or the Bank, the
Company will be obligated to continue their salaries and bonuses for the first
twelve months thereafter plus one-half of their salaries and bonuses for the
second twelve months thereafter. Furthermore, the Company must remove any
restrictions on outstanding incentive awards so that all such awards vest
immediately and the Company must continue to provide medical benefits to Mr.
Wessinger and Mr. George until they reach the age of 65.
In addition, each employment agreement provides that following
termination of their employment with the Bank and for a period of twelve months
thereafter, neither Mr. Wessinger, nor Mr. George, may (i) be employed in the
banking business as a director, officer at the vice-president level or higher,
or organizer or promoter of, or provide executive management services to, any
financial institution within Aiken County, (ii) solicit major customers of the
Bank for the purpose of providing financial services, or (iii) solicit employees
of the Bank for employment.
OPTION GRANTS IN LAST FISCAL YEAR
At the 1998 annual shareholders meeting, the Company's shareholders
approved the People's Community Capital Corporation 1998 Stock Incentive Plan
(the "Plan"), under which the Company may grant options for up to 250,000 shares
to its officers, directors, and employees. The following table sets forth
information concerning each grant of stock options to Mr. Wessinger and Mr.
George during the year ended December 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
GRANTED (#) FISCAL YEAR ($/SH) DATE
----------- ----------- ------ ----
<S> <C> <C> <C> <C>
Tommy B. Wessinger....... 49,658 (1)(2) 22.8% 10.00 2008
Alan J. George........... 49,658 (1) 22.8% 10.00 2008
</TABLE>
- ----------
(1) Upon the adoption of the Plan, each of Mr. Wessinger and Mr. George
were granted an option to purchase 49,658 shares (an amount equal to 5%
of the shares sold in the offering) at $10.00 per share. The options
are incentive stock options and vest at the rate of one-fifth per year
for each of the first five anniversaries of the Bank's opening date,
subject to such executive being employed by the Company on such date
and meeting certain performance criteria. The options have a term of
ten years.
(2) Under Mr. Wessinger's employment agreement, the Company is obligated to
grant Mr. Wessinger an option to purchase 10,000 shares of common stock
which would vest as to 2,000 shares on each of December 31, 1998, 1999,
2000, 2001, and 2002, but in each case only if Mr. Wessinger remains
employed by the Company on such date. The options will be exercisable
at $10.00 per share. As of
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<PAGE> 9
December 31, 1998, the Company had not yet issued these options and
therefore they are not included in this table.
AGGREGATED OPTION EXERCISE AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Unexercised Securities Value of Unexercised In-the-Money
Underlying Options at Fiscal year End (#) Options at Fiscal Year End ($)(1)
----------------------------------------- ---------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Tommy B. Wessinger(2) 9,931 39,727 $0 $0
Alan J. George 9,931 39,727 $0 $0
</TABLE>
- ----------
(1) The last trade of which the Company is aware prior to December 31, 1998
was at $6.00. Based on this fair market value of the common stock,
under SEC rules the options were considered to have no value at
December 31, 1998.
(2) In lieu of salary in 1997, the Company issued 5,000 shares of common
stock to Mr. Wessinger in October 1998 for no additional consideration.
These shares were valued at $37,500, based on the fair market value of
the common stock on the date of issuance. These shares were not issued
pursuant to the exercise of options and are not reflected in this
table. This table also does not reflect the options for an additional
10,000 shares which the Company is obligated to issue to Mr. Wessinger.
DIRECTOR COMPENSATION
The Company issued stock options for 5,000 shares of common stock to
each outside director in 1998. These options are exercisable at $10.00 per share
and vest over five years. In 1998, neither the Company nor the Bank paid
directors' fees.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
GENERAL
The following table shows how much common stock in the Company is owned
by the directors, certain executive officers, and owners of more than 5% of the
outstanding common stock, as of March 15, 1999.
<TABLE>
<CAPTION>
NUMBER OF % OF BENEFICIAL
NAME SHARES OWNED (1) RIGHT TO ACQUIRE (2) OWNERSHIP(3)
---- ---------------- -------------------- -------------
<S> <C> <C> <C>
Raymond D. Brown 15,000 1,000 1.60%
Alan J. George 15,000 9,931 2.47%
Margaret Holley-Taylor 17,500 1,000 1.85%
Anthony E. Jones 31,900 1,000 3.29%
James D. McNair 15,000 1,000 1.60%
Clark D. Moore, M.D. 34,500 1,000 3.55%
Russell D. Phelon 49,000 1,000 5.00%
Donald W. Thompson 17,500 1,000 1.85%
John B. Tomarchio, M.D. 18,300 1,000 1.93%
Tommy B. Wessinger(4) 20,000 9,931 2.97%
Executive officers and directors as a 244,100 30,862 26.72%
group (13 persons) (4)
</TABLE>
- ----------
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<PAGE> 10
(1) Includes shares for which the named person:
- has sole voting and investment power,
- has shared voting and investment power with a spouse, or
- holds in an IRA or other retirement plan program, unless
otherwise indicated in these footnotes.
Does not include shares that may be acquired by exercising stock
options.
(2) Includes shares that may be acquired within the next 60 days by
exercising vested stock options but does not include any other stock
options.
(3) Determined by assuming the named person exercises all options which he
or she has the right to acquire within 60 days, but that no other
persons exercise any options.
(4) This table does not reflect the options for an additional 10,000 shares
which the Company is obligated to issue to Mr. Wessinger.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1998, the Board of Directors of the
Company held 12 meetings and the Board of Directors of the Bank held 12
meetings. All of the directors of the Company and the Bank attended at least 75%
of the aggregate of such board meetings and the meetings of each committee on
which they served, except for W. Cothran Campbell, John B. Tomarchio, M.D., and
Clark D. Moore, M.D.
The Company's Board of Directors has appointed a number of committees,
including an audit committee and a personnel and compensation committee. The
audit committee for 1998 was composed of the following five members: John B.
Tomarchio, M.D., as Chairman, W. Cothran Campbell, Anthony E. Jones, Russell D.
Phelon, and Donald W. Thompson. The audit committee met two times in 1998. The
audit committee has the responsibility of reviewing the Company's financial
statements, evaluating internal accounting controls, reviewing reports of
regulatory authorities, and determining that all audits and examinations
required by law are performed. The committee recommends to the Board the
appointment of the independent auditors for the next fiscal year, reviews and
approves the auditor's audit plans, and reviews with the independent auditors
the results of the audit and management's responses. The audit committee is
responsible for overseeing the entire audit function and appraising the
effectiveness of internal and external audit efforts. The audit committee
reports its findings to the Board of Directors.
The Bank has a personnel and compensation committee which is
responsible for establishing the compensation plans for the Bank's employees.
Its duties include the development with management of all benefit plans for
employees of the Bank, the formulation of bonus plans, incentive compensation
packages, and medical and other benefit plans. This committee met two times
during the year ended December 31, 1998. The personnel and compensation
committee for 1998 was composed of the following three members: Clark D. Moore,
M.D., as Chairman, W. Cothran Campbell, and John B. Tomarchio, M.D.
The Company does not have a nominating committee or a committee serving
a similar function.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
The Company and the Bank have banking and other transactions in the
ordinary course of business with directors and officers of the Company and the
Bank and their affiliates. It is the Company's policy that these transactions be
on substantially the same terms (including price, or interest rates and
collateral) as those prevailing at the time for comparable transactions with
unrelated parties. The Company does not expect these transactions to
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involve more than the normal risk of collectibility nor present other
unfavorable features to the Company or the Bank. Loans to individual directors
and officers must also comply with the Bank's lending policies and statutory
lending limits, and directors with a personal interest in any loan application
are excluded from the consideration of the loan application. The Company intends
for all of its transactions with its affiliates to be on terms no less favorable
to the Company than could be obtained from an unaffiliated third party and to be
approved by a majority of disinterested directors.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934
As required by Section 16(a) of the Securities Exchange Act of 1934,
the Company's directors, its executive officers, and certain individuals are
required to report periodically their ownership of the Company's common stock
and any changes in ownership to the SEC. Based on a review of Forms 3, 4, and 5
and any representations made to the Company, the Company believes that all such
reports for these persons were filed in a timely fashion during 1998, except
that Tommy B. Wessinger failed to file a Form 4 in connection with one
transaction executed during 1998. Mr. Wessinger filed a Form 5 in February 1999
in connection with this transaction.
INDEPENDENT AUDITORS
The Company has selected the firm of Elliott, Davis & Company, L.L.P.
to serve as the independent auditors to the Company for the year ending December
31, 1999.
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS
If shareholders wish a proposal to be included in the Company's proxy
statement and form of proxy relating to the 2000 annual meeting, they must
deliver a written copy of their proposal to the principal executive offices of
the Company no later than November 23, 1999. To ensure prompt receipt by the
Company, the proposal should be sent certified mail, return receipt requested.
Proposals must comply with the Company's bylaws relating to shareholder
proposals in order to be included in the Company's proxy materials.
March 22, 1999
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PROXY SOLICITED FOR ANNUAL MEETING
OF SHAREHOLDERS OF
PEOPLE'S COMMUNITY CAPITAL CORPORATION
TO BE HELD ON APRIL 29, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints Tommy B.
Wessinger and Alan J. George, and each of them, his or her true and lawful
agents and proxies with full power of substitution in each, to represent and
vote, as indicated below, all of the shares of Common Stock of People's
Community Capital Corporation that the undersigned would be entitled to vote at
the Annual Meeting of Shareholders of the Company to be held at The Conference
Center, 215 The Alley, Aiken, South Carolina 29801 on Thursday, April 29, 1999,
at 11:00 a.m., and at any adjournment, upon the matters described in the
accompanying Notice of Annual Meeting of Shareholders and Proxy Statement,
receipt of which is acknowledged. These proxies are directed to vote on the
matters described in the Notice of Annual Meeting of Shareholders and Proxy
Statement as follows:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED: (I) "FOR" PROPOSAL NO. 1 TO ELECT THE THREE IDENTIFIED
CLASS III DIRECTORS TO SERVE ON THE BOARD OF DIRECTORS EACH FOR THREE-YEAR
TERMS.
1. PROPOSAL to elect the three identified Class III directors to serve for
three year terms.
James D. McNair
Russell D. Phelon
Tommy B. Wessinger
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed (except as marked to to vote for all
the contrary) nominees
(INSTRUCTION: To withhold authority to vote for any individual nominee(s), write
that nominees name(s) in the space provided below).
Dated: , 1999
--------------------------------
--------------------------------------------
Signature of Shareholder(s)
--------------------------------------------
Please print name clearly
--------------------------------------------
Signature of Shareholder(s)
--------------------------------------------
Please print name clearly
Please sign exactly as name or names appear
on your stock certificate. Where more than
one owner is shown on your stock
certificate, each owner should sign. Persons
signing in a fiduciary or representative
capacity shall give full title. If a
corporation, please sign in full corporate
name by authorized officer. If a
partnership, please sign in partnership name
by authorized person.
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