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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. N/A)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
CBC HOLDING COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
CBC HOLDING COMPANY
102 West Roanoke Drive
Fitzgerald, Georgia 31750
(912) 423-4321
March 22, 2000
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 Community Banking Company of
Fitzgerald, located at 102 W. Roanoke Drive, Fitzgerald, Georgia, on Wednesday,
April 19, 2000 at 5:00 p.m. The official notice of the annual meeting, the Proxy
Statement 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 2001 and to review the operations of the Company and
its wholly-owned subsidiary, Community Banking Company of Fitzgerald, for the
past year.
We hope that you will be able to attend the meeting. We ask, however,
whether or not you plan to attend the meeting, that you mark, date, sign, and
return the enclosed proxy card as soon as possible. Promptly returning your
proxy card will help ensure the greatest number of shareholders are present
whether in person or by proxy.
If you attend the meeting in person, you may revoke your proxy at the
meeting and vote your shares in person. You may revoke your proxy at any time
before the proxy is exercised.
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 APRIL 19, 2000
To the Shareholders of CBC Holding Company:
CBC Holding Company hereby notifies you that the Annual Meeting of
Shareholders of CBC Holding Company will be held on Wednesday, April 19, 2000,
at 5:00 p.m. at Community Banking Company of Fitzgerald, located at 102 W.
Roanoke Drive, Fitzgerald, Georgia, for the purposes of:
(1) Electing fifteen 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 March 17,
2000 as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting.
We request that you 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 22, 2000
Please read the attached Proxy Statement and then promptly complete, execute and
return the enclosed proxy card in the accompanying postage-paid envelope. You
can spare your Company the expense of further proxy solicitation by returning
your proxy card promptly.
<PAGE>
CBC HOLDING COMPANY
102 West Roanoke Drive
Fitzgerald, Georgia 31750
(912) 423-4321
_______________________________________________________
PROXY STATEMENT FOR 2000 ANNUAL MEETING
_______________________________________________________
INTRODUCTION
Time and Place of the Meeting
Our board of directors is furnishing this proxy statement in connection
with its solicitation of proxies for use at the annual meeting of Shareholders
to be held on Wednesday, April 19, 2000, and at any adjournments of the meeting.
Record Date and Mail Date
The close of business on March 17, 2000 is the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
We first mailed this proxy statement and the accompanying proxy card to
shareholders on or about March 22, 2000.
Number of Shares Outstanding
As of the close of business on the record date, the Company had 10,000,000
shares of common stock, $1.00 par value authorized, of which 664,097 shares were
issued and outstanding. Each issued and outstanding share is entitled to one
vote on all matters presented at the meeting.
VOTING AT THE ANNUAL MEETING
Proposal to Be Considered
Shareholders will be asked to elect fifteen persons to serve as directors
for a one-year term. The board of directors recommends a vote for approval of
this proposal.
Procedures for Voting by Proxy
If you properly sign, return and do not revoke your proxy, the persons
appointed as proxies will vote your shares according to the instructions you
have specified on the proxy card. If you sign and return your proxy card but do
not specify how the persons appointed as proxies are to vote your shares, your
proxy will be voted FOR the election of the nominated directors and
<PAGE>
in the best judgment of the persons appointed as proxies as to all other matters
properly brought before the meeting. If any nominee for election to the board of
directors named in this proxy statement becomes unavailable for election for any
reason, the proxy will be voted for a substitute nominee selected by the board
of directors.
You can revoke your proxy at any time before it is voted by delivering to
George Ray, president and chief executive officer of the Company, at the main
office of the Company, either a written revocation of the proxy or a duly
executed proxy bearing a later date or by attending the meeting and voting in
person.
Requirements for Shareholder Approval
A quorum will be present at the meeting if a majority of the outstanding
shares of common stock are represented in person or by valid proxy. We will
count abstentions and broker non-votes, which are described below, in
determining whether a quorum exists. Only those votes actually cast for the
election of a director, however, will be counted for purposes of determining
whether a particular director nominee received sufficient votes to be elected.
To be elected, a director nominee must receive more votes than any other nominee
for the same seat on the board of directors. As a result, if you withhold your
vote as to one or more nominees, it will have no effect on the outcome of the
election unless you cast that vote for a competing nominee.
Approval of any other matter that may properly come before the annual
meeting requires the affirmative vote of a majority of shares of common stock
present in person or by proxy and entitled to vote on the matter. Abstentions
and Broker non-votes will be counted in determining the minimum number of votes
required for approval and will, therefore, have the effect of negative votes.
Abstentions. A shareholder who is present in person or by proxy at the
annual meeting and who abstains from voting on any or all proposals will be
included in the number of shareholders present at the annual meeting for the
purpose of determining the presence of a quorum. Abstentions do not count as
votes in favor of or against a given matter.
Broker Non-Votes. Brokers who hold shares for the accounts of their clients
may vote these shares either as directed by their clients or in their own
discretion if permitted by the exchange or other organization of which they are
members. Companies listing their securities on the New York Stock Exchange are
permitted to vote their clients' proxies in their own discretion as to the
election of directors and the ratification of independent accountants. Proxies
that brokers do not vote on one or more proposals but that they do vote on
others are referred to as "broker non-votes" with respect to the proposal(s) not
voted upon. Broker non-votes are included in determining the presence of a
quorum. A broker non-vote, however, does not count as a vote in favor of or
against a particular proposal for which the broker has no discretionary voting
authority.
2
<PAGE>
SOLICITATION OF PROXIES
The Company will pay the cost of proxy solicitation. Our directors, officers
and employees may, without additional compensation, solicit proxies by personal
interview, telephone, fax, or otherwise. We will direct brokerage firms or other
custodians, nominees or fiduciaries to forward our proxy solicitation material
to the beneficial owners of common stock held of record by these institutions
and will reimburse them for the reasonable out-of-pocket expenses they incur in
connection with this process.
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 of Directors
recommends that the shareholders elect the nominees listed below. The following
table shows for each nominee: (a) his name, (b) his age at December 31, 1999,
(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 2001
<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 Bank, General Manager -
64 Dixie Peanut Company since 1977.
James Thomas Casper, III, 1996 Certified Public Accountant - Worthington and Casper, CPA, PC since 1977.
44
Charles A. (Pete) Clark, Sr., 1998 Chief Executive Officer and Owner - C&S Aircraft Service, Inc.; Chief Executive
53 Officer and Owner - Ewing Dusting Service, Inc.
John T. Croley, Jr., 1996 Secretary and Vice Chairman of the Company and the Bank; Attorney -
50 sole practitioner since 1986.
A.B.C. (Chip) Dorminy, III, 1996 President - ABCD Farms, Inc. CEO - Farmers Quality Peanut Co. and
51 D&F Grain Co. since 1977.
John S. Dunn, 1996 Owner - Shep Dunn Construction since 1968.
55
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Director
Name and Age Since* Positions with the Company and Business Experience
- ------------ -------- ----------------------------------------------------
<S> <C> <C>
Lee Phillip Liles, 1996 Agency Manager - Georgia Farm Bureau Mutual
50 Insurance Co. since 1977.
Steven L. Mitchell, 1996 President - Mitchell Bros. Timber Co. since
42 1983; Part Owner - Irwin Timber Co.
James A. Parrott, II, 1996 Owner - Standard Supply Co. & Building Materials,
60 Inc. since 1964.
Jack F. Paulk, 1996 Agency Field Executive - State Farm Insurance
50 since 1980.
George M. Ray, 1996 President & Chief Executive Officer of the Company
53 and the Bank.
Hulin Reeves, Jr. 1999 Farmer
49
Robert E. Sherrell, 1996 Attorney - Jay, Sherrell, Smith & Braddy, P.C. since
63 1969.
John Edward Smith, III, 1996 Attorney - Jay, Sherrell, Smith & Braddy, P.C. since
51 1973.
Wyndall L. Walters, 1998 President - Irwin Company Motors (doing
52 business as Fitzgerald Ford Lincoln Mercury)
</TABLE>
*The Company was incorporated in October 1996. Each of these individuals also
serves on the Board of Directors of the Bank.
The Board of Directors recommends that you vote FOR each of the nominees
listed above.
Executive Officer of the Company
--------------------------------
George M. Ray has served as the Company's President and Chief
Executive Officer, since 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.
4
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
During the year ended December 31, 1999, the Board of Directors of the
Company held fifteen joint meetings with the Board of Directors of the Bank.
All directors attended at least 75% of the meetings of the Board of Directors of
the Company, except for Mr. Dorminy, who attended 71% of the meetings, Messrs.
Liles and Mitchell, who each attended 67% of the meetings, and Mr. Walters, who
attended 53% of the meetings.
The Board of Directors of the Company does not have audit, compensation or
nominating committees.
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 1998 and 1999.
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 1998 and 1999 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>
George M. Ray,(1) 1999 86,000 0 0 0 0 0 1,765 (2)
President and Chief 1998 84,027 0 0 0 0 0 2,175
Executive Officer
================================================================================================================================
</TABLE>
(1) Mr. Ray currently serves as President and Chief Executive Officer of the
Company. Prior to being appointed as President and Chief Executive Officer
of the Company on February 13, 1998, Mr. Ray served as Executive Vice
President and Senior Credit Officer of the Bank.
(2) Consists of contributions to the Company's 401(k) made by the Company on
behalf of Mr. Ray.
5
<PAGE>
Option Grants In Fiscal Year 1999
The Company did not grant any options during fiscal year 1999.
Director Compensation
In August 1999, the Company began paying its directors $100 per board
meeting attended.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists the number of shares of the Company's Common Stock
beneficially owned as of December 31, 1999 by (a) each director and executive
officer of the Company, and (b) all executive officers and directors as a group.
There are no shareholders who hold greater than 5% of the Company's outstanding
Common Stock who are not also directors of the Company. 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 March 15, 2000.
<TABLE>
<CAPTION>
Amount
and Nature of Percent
Name and Address Beneficial Ownership of Class (%)
---------------- -------------------- ------------
(a) Directors and Executive
Officers
-------------------------
<S> <C> <C>
Sidney S. (Buck) Anderson 80,000(1) 12.05
701 South Grant Street
Fitzgerald, Georgia 31750
James Thomas Casper, III 10,000(2) 1.51
116 Cherokee Court
Fitzgerald, Georgia 31750
</TABLE>
6
<PAGE>
<TABLE> <CAPTION>
<S> <C> <C>
Charles A. (Pete) Clark, Sr. 10,300(3) 1.55
P. O. Box 898
Fitzgerald, Georgia 31750
John T. Croley, Jr. 25,000(4) 3.76
132 Lakeview Drive
Fitzgerald, Georgia 31750
A.B.C. (Chip) Dorminy, III 34,500(5) 5.19
248 Lincoln Avenue
Fitzgerald, Georgia 31750
John S. Dunn 5,000(6) 0.75
619 Highway 129 South
Fitzgerald, Georgia 31750
Lee Phillip Liles 5,000(7) 0.75
204 Meadowlark Lane
Fitzgerald, Georgia 31750
Steven L. Mitchell 5,000(8) 0.75
1208 W. Roanoke Drive
Fitzgerald, Georgia 31750
James A. Parrott, II 7,600(9) 1.14
146 Franklin
Fitzgerald, Georgia 31750
Jack F. Paulk 11,200(10) 1.69
103 Cherokee Court
Fitzgerald, Georgia 31750
George M. Ray 5,500(11) 0.83
1046 West Roanoke Drive
Fitzgerald, Georgia 31750
Hulin Reeves, Jr. 5,754(12) 0.87
104 Hampton Court
Fitzgerald, Georgia 31750
Robert E. Sherrell 12,200(13) 1.84
815 West Magnolia
Fitzgerald, Georgia 31750
</TABLE>
7
<PAGE>
<TABLE> <CAPTION>
<S> <C> <C>
John Edward Smith, III 2,500(14) 0.37
141 Whispering Way
Fitzgerald, Georgia 31750
Wyndall L. Walters 3,000(15) 0.45
P. O. Box 1409
Fitzgerald, Georgia 31750
(b) Directors and Executive Officers, 222,554 33.51
---------------------------------
as a group(16)
--------------
</TABLE>
__________________
(1) Consists of 80,000 shares owned directly by Mr. Anderson.
(2) Consists of 10,000 shares owned jointly by Mr. Casper and his spouse.
(3) Consists of (i) 9,800 shares held directly by Mr. Clark and (ii) 500 shares
held jointly by Mr. Clark and his son.
(4) Consists of 25,000 shares owned directly by Mr. Croley.
(5) 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.
(6) Consists of 5,000 shares owned directly by Mr. Dunn.
(7) Consists of 5,000 shares owned directly by Mr. Liles.
(8) 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.
(9) 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.
8
<PAGE>
(10) 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.
(11) Consists of 5,500 shares owned in an IRA account for Mr. Ray.
(12) Consists of (i) 5,000 shares held by Mr. Reeves, and (ii) 700 shares held
by Mr. Reeves' spouse, as to which beneficial ownership is shared.
(13) Consists of 12,200 shares owned directly by Mr. Sherrell.
(14) Consists of 2,500 shares owned directly by Mr. Smith.
(15) Consists of (i) 2,000 shares owned directly by Mr. Walters and (ii) 1,000
shares held by Mr. Walters' children, as to which beneficial ownership is
shared.
(16) During 1998, George Ray 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 1999.
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.
9
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
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
Shareholder proposals submitted for consideration at the next annual meeting
of Shareholders must be received by the Company no later than December 1, 2000,
to be included in the 2001 proxy materials. A shareholder must notify the
Company before February 1, 2001 of a proposal for the 2001 annual meeting which
the shareholder intends to present other than by inclusion in the Company's
proxy material. If the Company does not receive such notice prior to February 1,
2001, proxies solicited by the management of the Company will confer
discretionary authority upon the management of the Company to vote upon any such
matter.
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 22, 2000
10
<PAGE>
CBC HOLDING COMPANY
-------------------
PROXY
-----
SOLICITED BY THE BOARD OF DIRECTORS
-----------------------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
--------------------------------------
TO BE HELD ON APRIL 19, 2000
----------------------------
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 Bank,
located at 102 W. Roanoke Drive, Fitzgerald, Georgia, on Wednesday, April 19,
2000 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 fifteen (15) persons listed below to serve as
directors of the Company for a term of one year:
<TABLE>
<CAPTION>
<S> <C> <C>
Sidney S. (Buck) Anderson, Jr. John S. Dunn George M. Ray
James Thomas Casper, III Lee Phillip Liles Hulin Reeves, Jr.
Charles A. (Pete) Clark, Sr. Steven L. Mitchell Robert E. Sherrell
John T. Croley, Jr. James A. Parrott, II John Edward Smith, III
A. B. C. (Chip) Dorminy, III Jack F. Paulk Wyndall L. Walters
</TABLE>
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.
-------------------------------------------------------------------
_________________________________________________________________
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:___________________________, 2000
(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.
---------------------------------------
Do you plan to attend the Annual Meeting? [ ] Yes [ ] No
