<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. N/A )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box: [ ] Confidential, for Use of
[ ] Preliminary proxy statement the Commission Only (as
[x] Definitive proxy statement permitted by Rule 14a-6(e)(2)
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CBC HOLDING COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(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 transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
<PAGE>
CBC HOLDING COMPANY
102 West Roanoke Drive
Fitzgerald, Georgia 31750
(912) 423-4321
March 5, 1998
To the Shareholders of CBC Holding Company:
You are cordially invited to attend the annual meeting of shareholders of
CBC Holding Company (the "Company") to be held at the Charles Harris Learning
Center, East Central Technical Institute (formerly known as Ben Hill-Irwin
Technical Institute), 667 Perry House Road, Fitzgerald, Georgia 31750, on
Wednesday, March 25, 1998 at 5:00 p.m. The official Notice of the Meeting, the
Proxy Statement of management of the Company and the Company's Annual Report to
Shareholders accompany this letter.
The principal business of the meeting will be to elect directors to serve
for a one year term until 1999 and to review the operations of the Company and
its wholly-owned subsidiary, Community Banking Company of Fitzgerald, for the
past year.
No action can be taken at the meeting unless the holders of a majority of
the outstanding shares of Common Stock of the Company are represented, either in
person or by proxy. Therefore, whether or not you plan to attend the meeting,
please mark, date, and sign the enclosed form of proxy, and return it to the
Company in the envelope provided as soon as possible.
Sincerely,
/s/ George M. Ray
President and
Chief Executive Officer
<PAGE>
CBC HOLDING COMPANY
102 West Roanoke Drive
Fitzgerald, Georgia 31750
(912) 423-4321
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 25, 1998
To the Shareholders of CBC Holding Company:
Notice is hereby given that the Annual Meeting of Shareholders of CBC
Holding Company (the "Company") will be held on Wednesday, March 25, 1998, at
5:00 p.m. at the Charles Harris Learning Center, East Central Technical
Institute (formerly known as Ben Hill-Irwin Technical Institute), 667 Perry
House Road, Fitzgerald, Georgia 31750, for the following purposes:
(1) To elect thirteen persons to serve as directors of the Board of Directors;
and
(2) To transact such other business as may properly come before the meeting or
any adjournments thereof.
The Board of Directors has fixed the close of business on February 27,
1998, as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting.
All shareholders are requested to mark, date, sign, and return the enclosed
form of proxy as soon as possible. If you attend the meeting and wish to revoke
a proxy that you had previously returned, you may do so at any time before the
proxy is exercised.
By Order of the Board of Directors,
/s/ John T. Croley, Jr.
Vice Chairman and Secretary
March 5, 1998
<PAGE>
CBC HOLDING COMPANY
102 West Roanoke Drive
Fitzgerald, Georgia 31750
(912) 423-4321
_______________________________________________________
PROXY STATEMENT FOR 1998 ANNUAL MEETING
_______________________________________________________
VOTING
------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of CBC Holding Company (the "Company") for use
at the Annual Meeting of Shareholders to be held on Wednesday, March 25, 1998,
and at any adjournments thereof. In addition to this solicitation by mail, the
officers and employees of the Company and its wholly-owned subsidiary, Community
Banking Company of Fitzgerald (the "Bank"), without additional compensation, may
solicit Proxies in favor of the Proposal, if deemed necessary, by personal
contact, letter, telephone or other means of communication. Brokers, nominees
and other custodians and fiduciaries will be requested to forward Proxy
solicitation material to the beneficial owners of the Shares, where appropriate,
and the Company will reimburse them for their reasonable expenses incurred in
connection with such transmittals. The Company will bear the costs of
solicitation of Proxies for the Annual Meeting.
This Proxy Statement and the form of proxy are first being mailed to
shareholders on or about March 5, 1998. If the enclosed form of proxy is
properly executed, returned, and not revoked, it will be voted in accordance
with the specifications made by the shareholder. If the form of proxy is signed
and returned but specifications are not made, the proxy will be voted FOR the
election of the nominees to the Board of Directors.
Shareholders who sign proxies have the right to revoke them at any time
before they are voted by delivering to George M. Ray, President and Chief
Executive Officer of the Company, at the main office of the Company, either an
instrument revoking the proxy or a duly executed proxy bearing a later date or
by attending the meeting and voting in person.
The close of business on February 27, 1998, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting. As of the close of business on the record date, the authorized
common stock, $1.00 par value (the "Common Stock"), of the Company consisted of
10,000,000 shares, with 664,097 shares issued and outstanding. Each issued and
outstanding share is entitled to one vote.
Directors are elected by a plurality of the shares present in person or by
proxy and entitled to vote. Only those votes actually cast will be counted for
the purpose of determining whether a particular nominee received sufficient
votes to be elected. Accordingly, any abstentions and broker
<PAGE>
non-votes will not be included in vote totals and will not be considered in
determining the outcome of the vote.
Approval of any other matter that may properly come before the Annual
Meeting requires the affirmative vote of a majority of shares of Common Stock
present in person or by proxy and entitled to vote on such matter. Abstentions
will be counted in determining the minimum number of votes required for approval
and will, therefore, have the effect of negative votes. Broker non-votes will
not be counted as votes for or against approval of any other matter properly
brought before the Annual Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
Election of Directors
---------------------
The Company's Articles of Incorporation provide that the Company's Board of
Directors shall hold office for a term of one year. The Board recommends that
the shareholders elect the nominees identified below as Director Nominees. The
following table sets forth for each nominee: (a) his name, (b) his age at
December 31, 1997, (c) how long he has been a director of the Company, (d) his
position(s) with the Company and the Bank, and (e) his principal occupation and
recent business experience.
DIRECTOR NOMINEES
For One-Year Term Expiring 1999
<TABLE>
<CAPTION>
Director
Name and Age Since* Positions with the Company and Business Experience
- ------------ ------ --------------------------------------------------
<S> <C> <C>
Sidney S. (Buck) Anderson, Jr., 1996 Chairman of the Board of the Company and the
62 Bank, General Manager - Dixie Peanut Company since 1977.
James Thomas Casper, III, 1996 Certified Public Accountant - Worthington and
42 Casper, CPA, PC since 1977.
John T. Croley, Jr., 1996 Secretary and Vice Chairman of the Company and
48 the Bank; Attorney - sole practitioner since 1986.
A.B.C. (Chip) Dorminy, III, 1996 President - ABCD Farms, Inc.
49 CEO - Farmers Quality Peanut Co. and D&F Grain Co. since 1977.
John S. Dunn, 1996 Owner - Shep Dunn Construction since 1968.
53
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Director
Name and Age Since* Positions with the Company and Business Experience
- ------------ -------- --------------------------------------------------
<S> <C> <C>
William P. Herlovich, 1996 Retired Banker, National Bank of Fitzgerald and
69 First State Bank of Fitzgerald, 1960 until 1984.
Lee Phillip Liles, 1996 Agency Manager - Georgia Farm Bureau Mutual
48 Insurance Co. since 1977.
Steven L. Mitchell, 1996 President - Mitchell Bros. Timber Co. since
40 1983.
James A. Parrott, II, 1996 Owner - Standard Supply Co. & Building Materials,
58 Inc. since 1964.
Jack F. Paulk, 1996 Agency Field Executive - State Farm Insurance
48 since 1980.
George M. Ray, 1996 President & Chief Executive Officer of the Company
51 and the Bank.
Robert E. Sherrell, 1996 Attorney - Jay, Sherrell & Smith since 1969.
61
John Edward Smith, III, 1996 Attorney - Jay, Sherrell & Smith since 1973.
49
</TABLE>
*The Company was incorporated in October 1996. Each of these individuals also
serves on the Board of Directors of the Bank.
Executive Officers
------------------
L. Wayne Lowrey was the only executive officer of the Company during 1997.
Mr. Lowrey served as President and Chief Executive Officer of the Company from
the Company's incorporation on October 11, 1996 until February 13, 1998. George
M. Ray was named as the Company's President and Chief Executive Officer,
effective February 13, 1998. Prior to being named as President and Chief
Executive Officer of the Company and the Bank, Mr. Ray served as Executive Vice
President and Senior Credit Officer of the Bank. From August 1993 until 1996,
Mr. Ray was Executive Vice President of The Bank of Villa Rica, located in Villa
Rica, Georgia. From 1968 until August 1993, Mr. Ray was employed by NationsBank
of Georgia, N.A. (and its predecessors) in various capacities.
3
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
------------------------------------
During the year ended December 31, 1997, the Board of Directors of the
Company held twelve joint meetings with the Board of Directors of the Bank. All
incumbent directors attended at least 75% of the meetings of the Board of
Directors of the Company.
The Board of Directors of the Company has no audit, compensation or
nominating committees. The Board of Directors will consider shareholders'
nominations of individuals to serve as directors if information concerning such
nominees, including the person's name and a description of his or her
qualifications, is furnished in writing to the Chairman of the Board of the
Company.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
------------------------------------------------
Chief Executive Officer
-----------------------
The following tables set forth certain information relating to various
forms of compensation paid or granted to the Company's chief executive officer
in fiscal years 1996 and 1997.
Summary Compensation Table
The following table presents the total compensation the Company (or the
Bank prior to the formation of the Company as the bank holding company of the
Bank) paid during fiscal years 1996 and 1997 to its chief executive officer.
<TABLE>
<CAPTION>
==================================================================================================================
Long-Term Compensation
Annual Compensation Awards Payouts
-------------------------------------------------------------------------
Other Restricted All
Annual Stock Options/ LTIP Other
Salary Bonus Compensation Awards SARs Payouts Compensation
Name and Position Year ($) ($) ($) ($) (#) ($) ($)
- ---------------------- ------ ------ ----- ------------ ------ -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
L. Wayne Lowrey, 1997 86,000 0 0 0 0 0 0
President and Chief
Executive Officer
1996* 60,585 0 0 0 0 0 0
===================================================================================================================
</TABLE>
* From April 19, 1996 (date of incorporation of the Bank) through December 31,
1996.
4
<PAGE>
Option Grants In Fiscal Year 1997
The Company did not grant any options during fiscal year 1997.
Director Compensation
---------------------
The Company does not pay fees to its directors for attending board
meetings.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of December 31, 1997 by (a) each director and
executive officer of the Company, and (b) all executive officers and directors
as a group. The information shown below is based upon information furnished to
the Company by the named persons. Unless otherwise indicated, each person is
the record owner and has sole voting and investment power with respect to his
shares.
Information relating to beneficial ownership of the Company is based upon
"beneficial ownership" concepts set forth in rules promulgated under the
Securities Exchange Act of 1934, as amended. Under such rules a person is
deemed to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote or to direct the voting of such
security, or "investment power," which includes the power to dispose or to
direct the disposition of such security. Under the rules, more than one person
may be deemed to be a beneficial owner of the same securities. A person is also
deemed to be a beneficial owner of any security of which that person has the
right to acquire beneficial ownership within sixty (60) days from the Company's
record date. None of the individuals listed below had the right to acquire
shares of the Company's Common Stock within 60 days of February 27, 1998.
<TABLE>
<CAPTION>
Amount
and Nature of Percent
Name and Address Beneficial Ownership of Class (%)
---------------- -------------------- ------------
<S> <C> <C>
(a) Directors and Executive Officers
--------------------------------
Sidney S. (Buck) Anderson 70,000/(1)/ 10.54
701 South Grant Street
Fitzgerald, Georgia 31750
James Thomas Casper, III 10,000/(2)/ 1.51
116 Cherokee Court
Fitzgerald, Georgia 31750
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
John T. Croley, Jr. 25,000/(3)/ 3.76
132 Lakeview Drive
Fitzgerald, Georgia 31750
A.B.C. (Chip) Dorminy, III 34,500/(4)/ 5.19
248 Lincoln Avenue
Fitzgerald, Georgia 31750
John S. Dunn 5,000/(5)/ 0.75
619 Highway 129 South
Fitzgerald, Georgia 31750
William P. Herlovich 1,000/(6)/ 0.15
104 Manassas Court
Fitzgerald, Georgia 31750
Lee Phillip Liles 5,000/(7)/ 0.75
204 Meadowlark Lane
Fitzgerald, Georgia 31750
L. Wayne Lowrey (8) 1,000/(9)/ 0.15
1072 Roanoke Drive Extension
Fitzgerald, Georgia 31750
Steven L. Mitchell 5,000/(10)/ 0.75
1208 W. Roanoke Drive
Fitzgerald, Georgia 31750
James A. Parrott, II 7,600/(11)/ 1.14
146 Franklin
Fitzgerald, Georgia 31750
Jack F. Paulk 11,200/(12)/ 1.69
103 Cherokee Court
Fitzgerald, Georgia 31750
George M. Ray 2,300/(13)/ 0.35
1046 West Roanoke Drive
Fitzgerald, Georgia 31750
Robert E. Sherrell 10,200/(14)/ 1.54
815 West Magnolia
Fitzgerald, Georgia 31750
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
John Edward Smith, III 4,000/(15)/ 0.60
141 Whispering Way
Fitzgerald, Georgia 31750
(b) Directors and Executive Officers, 191,800 28.8
as a group(16)
</TABLE>
__________________
/(1)/ Consists of 70,000 shares owned directly by Mr. Anderson.
/(2)/ Consists of 10,000 shares owned jointly by Mr. Casper and his spouse.
/(3)/ Consists of 25,000 shares owned directly by Mr. Croley.
/(4)/ Consists of (i) 10,000 shares owned by ABCD Farms, Inc. of which Mr.
Dorminy is President; (ii) 7,500 shares owned directly by Mr.
Dorminy; (iii) 10,000 owned by Mr. Dorminy's wife, as to which
beneficial ownership is shared; (iv) 500 shares owned by Mr.
Dorminy's son, as to which beneficial ownership is shared; (v) 500
shares owned by Mr. Dorminy's daughter, as to which beneficial
ownership is shared; (vi) 3,000 shares held by The A.B.C. Dorminy,
Jr. Trust for benefit of Mr. Dorminy's son of which Mr. Dorminy is
trustee and as to which beneficial ownership is shared; and (vii)
3,000 shares held by The A.B.C. Dorminy, Jr. Trust for benefit of Mr.
Dorminy's daughter of which Mr. Dorminy is trustee and as to which
beneficial ownership is shared.
/(5)/ Consists of 5,000 shares owned directly by Mr. Dunn.
/(6)/ Consists of 1,000 shares owned jointly by Mr. Herlovich and his wife.
/(7)/ Consists of 5,000 shares owned directly by Mr. Liles.
/(8)/ As of February 13, 1998, Mr. Lowrey no longer serves as a director or
executive officer of the Company.
/(9)/ Consists of 1,000 shares owned jointly by Mr. Lowrey and his spouse.
/(10)/ Consists of (i) 3,000 shares owned directly by Mr. Mitchell; (ii)
1,000 shares held by Mr. Mitchell as custodian for his daughter, as
to which beneficial ownership is shared; and (iii) 1,000 shares held
by Mr. Mitchell as custodian for his son, as to which beneficial
ownership is shared.
7
<PAGE>
/(11)/ Consists of (i) 7,500 shares owned directly by Mr. Parrott; and (ii)
100 shares owned by Mr. Parrott's spouse, as to which beneficial
ownership is shared.
/(12)/ Consists of (i) 10,000 shares owned directly by Mr. Paulk; (ii) 500
shares owned by Mr. Paulk's spouse, as to which beneficial ownership
is shared; and (iii) 700 shares owned by Mr. Paulk's daughters, as to
which beneficial ownership is shared.
/(13)/ Consists of 2,300 shares owned in an IRA account for Mr. Ray.
/(14)/ Consists of 10,200 shares owned directly by Mr. Sherrell.
/(15)/ Consists of (i) 1,000 shares owned directly by Mr. Smith; and (ii)
3,000 shares owned jointly by Mr. Smith and his mother.
/(16)/ During 1997, Wayne Lowrey was the only executive officer of the
Company.
COMPLIANCE WITH SECTION 16(A)
-----------------------------
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------
Section 16 of the Securities and Exchange Act of 1934 requires the
Company's officers, directors and greater than 10% shareholders ("Reporting
Persons") to file certain reports ("Section 16 Reports") with respect to
beneficial ownership of the Company's securities. Based on its review of the
Section 16 Reports furnished to the Company by its Reporting Persons, none of
the Reporting Persons made late Section 16 filings with respect to transactions
in 1997:
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The Company and the Bank have banking and other business transactions in
the ordinary course of business with directors and officers of the Company and
the Bank and their affiliates, including members of their families,
corporations, partnerships or other organizations in which such directors and
officers have a controlling interest, on substantially the same terms (including
price, interest rate and collateral) as those prevailing at the same time for
comparable transactions with unrelated parties. In the opinion of management of
the Bank, such banking transactions do not involve more than the normal risk of
collectibility or present other unfavorable features to the Company or the Bank.
INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------
8
<PAGE>
Thigpen Jones Seaton & Co. is the accounting firm responsible for preparing
an audited report of the Company's financial statements. Thigpen Jones Seaton &
Co. has acted as the Company's accounting firm since 1996. A representative
from Thigpen Jones Seaton & Co. is expected to be present at the meeting and
will be given the opportunity to make a statement if he or she desires to do so
and will be available to respond to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
---------------------
Any shareholder proposal intended for inclusion in the Company's proxy
material for the 1999 Annual Meeting of Shareholders must be received at the
principal offices of the Company not later than December 5, 1998.
OTHER MATTERS
-------------
The Board of Directors of the Company knows of no other matters that may be
brought before the meeting. If, however, any matter other than the election of
directors, or matters incidental thereto, should properly come before the
meeting, votes will be cast pursuant to the proxies in accordance with the best
judgment of the proxyholders.
If you cannot be present in person, you are requested to complete, sign,
date, and return the enclosed proxy promptly. An envelope has been provided for
that purpose. No postage is required if mailed in the United States.
March 5, 1998
9
<PAGE>
CBC HOLDING COMPANY
-------------------
PROXY
-----
SOLICITED BY THE BOARD OF DIRECTORS
-----------------------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
--------------------------------------
TO BE HELD ON MARCH 25, 1998
----------------------------
The undersigned hereby appoints George M. Ray and Sidney S. (Buck) Anderson
as Proxies, each with the power to appoint his substitute, and hereby authorizes
them or either of them to represent and to vote, as designated below, all of the
Common Stock of CBC Holding Company, 102 West Roanoke Drive, Fitzgerald,
Georgia, which the undersigned would be entitled to vote if personally present
at the Annual Meeting of Shareholders (the "Meeting") to be held at the Charles
Harris Learning Center, East Central Technical Institute (formerly known as Ben
Hill-Irwin Technical Institute), 667 Perry House Road, Fitzgerald, Georgia
31750, on Wednesday, March 25, 1998 at 5:00 p.m., and at any adjournments
thereof, upon the proposal described in the accompanying Notice of the Annual
Meeting and the Proxy Statement relating to the Meeting, receipt of which is
hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR THE PROPOSAL.
---------------------------------------------------------
PROPOSAL: (1) To elect the thirteen (13) persons listed below to serve as
directors of the Company for a term of one
Year:
Sidney S. (Buck) Anderson, Jr. William P. Herlovich George M. Ray
James Thomas Casper, III Lee Phillip Liles Robert E. Sherrell
John T. Croley, Jr. Steven L. Mitchell John Edward Smith, III
A. B. C. (Chip) Dorminy, III James A. Parrott,III
John S. Dunn Jack F. Paulk
as members of the Board of Directors, as described in the Proxy Statement.
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY
(except as indicated to the to vote for all nominees
contrary below). listed above.
INSTRUCTION: To withhold authority for any individual nominee,
---------------------------------------------------------------
mark "FOR" above, but write that nominee's name in the space below.
-------------------------------------------------------------------
<PAGE>
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS
-------------------------------------------------------------------
WHICH MAY COME BEFORE THE ANNUAL MEETING.
-----------------------------------------
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
---------------------------------------------------------------
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION TO THE CONTRARY
-------------------------------------------------------------------------
IS INDICATED, IT WILL BE VOTED FOR THE PROPOSAL.
------------------------------------------------
If stock is held in the name of more than one person, all holders should
sign. Signatures should correspond exactly with the name or names appearing on
the stock certificate(s). When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: ______________________________, 1998
(Be sure to date your Proxy)
_____________________________________
Name(s) of Shareholder(s)
_____________________________________
Signature(s) of Shareholder(s)
Please mark, date, and sign this Proxy, and return it in the enclosed,
return-addressed envelope. No postage is necessary.
PLEASE RETURN PROXY AS SOON AS POSSIBLE.
----------------------------------------
