SCHEDULE 14A INFORMATION
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
( ) Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FOUR OAKS FINCORP, INC.
-----------------------
(Name of Registrant as Specified In Its Charter)
Not Applicable
--------------
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (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>
[LETTERHEAD OF FOUR OAKS FINCORP, INC.]
April 3, 2000
Dear Shareholder:
Accompanying this letter please find the Notice of Annual Meeting,
Proxy Statement, Annual Report and proxy for Four Oaks Fincorp, Inc.'s Annual
Meeting. It is extremely important for you to complete, sign, date, and return
the enclosed proxy as soon as possible even if you plan to attend the meeting in
person. If you do attend, you can revoke your proxy and vote in person.
The Annual Meeting will begin at 8:00 p.m. on Monday, April 24, 2000,
at the main office of Four Oaks Bank & Trust Company, located at 6144 US 301
South, Four Oaks, North Carolina.
At the Annual Meeting, the Shareholders will elect the Board of
Directors for the coming year, and transact any other business properly brought
before the meeting.
Hope to see you at the Annual Meeting, and please remember to complete,
sign, and date the enclosed proxy and return it to Branch Bank & Trust in the
envelope provided as soon as possible.
Sincerely yours,
/s/ Ayden R. Lee, Jr.
Ayden R. Lee, Jr.
Chief Executive Officer and President
Enclosures
<PAGE>
FOUR OAKS FINCORP, INC.
6144 US 301 South
Four Oaks, North Carolina 27524
---------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 24, 2000
---------------------------------------------------------------------
You are cordially invited to attend the Annual Meeting of Shareholders
of Four Oaks Fincorp, Inc. which will be held on Monday, April 24, 2000 at 8:00
p.m., local time, at the main office of Four Oaks Bank & Trust Company, located
at 6144 US 301 South, Four Oaks, North Carolina, for the following purposes:
(1) To elect the persons listed in the accompanying Proxy
statement dated April 3, 2000 to the Board of Directors of Four Oaks Fincorp,
Inc.; and
(2) To transact such other business as may properly come
before the meeting or any adjournments thereof.
Shareholders of record at the close of business on March 6,
2000 are entitled to notice of and to vote at the Annual Meeting and any and all
adjournments thereof.
IT IS DESIRABLE THAT YOUR SHARES OF STOCK BE REPRESENTED AT THE MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU MAY HOLD. EVEN THOUGH YOU MAY PLAN TO
ATTEND THE MEETING IN PERSON, PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN
THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND
VOTE IN PERSON.
By Order of the Board of Directors
/s/ Ayden R. Lee, Jr.
Ayden R. Lee, Jr.
Chief Executive Officer and
President
April 3, 2000
<PAGE>
FOUR OAKS FINCORP, INC.
6144 US 301 SOUTH
FOUR OAKS, NORTH CAROLINA 27524
PROXY STATEMENT
This Proxy Statement, accompanying proxy card, Notice of Annual Meeting
of Shareholders and the Annual Report are being furnished to shareholders on or
about April 3, 2000 by the Board of Directors of Four Oaks Fincorp, Inc. in
connection with the solicitation of proxies for use at the Annual Meeting of
Shareholders to be held at our main office, located at 6144 US 301 South, Four
Oaks, North Carolina on Monday, April 24, 2000 at 8:00 p.m., local time, and at
all adjournments thereof. All expenses incurred in connection with this
solicitation will be paid by us. In addition to solicitation by mail, certain of
our officers, directors, and regular employees, who will receive no additional
compensation for their services, may solicit proxies by telephone, personal
communication, or other means.
ANNUAL MEETING
PURPOSES OF THE ANNUAL MEETING
The principal purposes of the annual meeting are: (1) to elect seven
nominees to our board of directors and (2) to transact such other business as
may properly come before the annual meeting or any adjournments thereof. Our
board of directors knows of no matters other than those stated above to be
brought before the annual meeting or any adjournments thereof. Nonetheless, the
proxyholders named on the enclosed proxy card may vote in accordance with the
instructions of the board of directors or in the absence thereof, in accordance
with their discretion, on any other matter properly presented for action of
which the board of directors is not now aware.
PROXIES
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is exercised. Proxies may be revoked by:
o filing a written notice of revocation with our corporate secretary;
o duly executing a subsequent proxy and filing it with our corporate
secretary before the revoked proxy is exercised; or
o attending the annual meeting and voting in person.
<PAGE>
If the proxy card is signed and returned, but voting directions are not
made, the proxy will be voted in favor of the proposals set forth in the
accompanying "Notice of Annual Meeting of Shareholders."
RECORD DATE
Our board of directors has fixed the close of business on March 6, 2000
as the record date for determination of shareholders entitled to receive notice
of and to vote at the annual meeting and all adjournments thereof. As of the
close of business on March 6, 2000, we had 1,366,530 shares of common stock
outstanding. The holders of our common stock, or their proxies, are entitled to
one vote per share.
VOTING RIGHTS
Except as otherwise provided by law, each holder of common stock has
one vote per share upon all matters voted upon by shareholders. The North
Carolina Business Corporation Act provides that with respect to the election of
directors, cumulative voting is not available to our shareholders.
2
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of March 6, 2000
regarding shares of our common stock beneficially owned by (i) each director,
(ii) director nominee, (iii) each executive officer named in the Summary
Compensation Table in this proxy statement, and (iv) all directors and executive
officers as a group. Except as otherwise indicated, the persons listed below
have sole voting and investment power with respect to all shares of common stock
owned by them, except to the extent that such power may be shared with a spouse.
Fractional share amounts are rounded off to the nearest whole number.
NAME OF
BENEFICIAL OWNER SHARES OWNED(1) PERCENT OF CLASS (1)
------------------- --------------- --------------------
M.S. Canaday (2) 42,999 3.1%
Ayden R. Lee, Jr. (3) 36,010 2.6
Paula Canaday Bowman(4) 25,779 1.9
William J. Edwards 6,003 *
Warren L. Grimes (5) 5,179 *
Percy Y. Lee 11,000 *
All Directors and Executive Officers
as a Group (11 persons) (6) 153,326 11.2%
- -----------------
*Less than 1%
(1) Based upon 1,366,530 shares of common stock outstanding on March 6,
2000. The securities "beneficially owned" by an individual are
determined in accordance with the definition of "beneficial ownership"
set forth in the regulations of the Securities and Exchange Commission.
Accordingly, they may include securities owned by or for, among others,
the spouse and/or minor children of the individual and any other
relative who resides in the home of such individual, as well as other
securities as to which the individual has or shares voting or
investment power or has the right to acquire under outstanding stock
options within 60 days of March 6, 2000. Beneficial ownership may be
disclaimed as to certain of the securities.
(2) Includes 750 shares subject to stock options which are exercisable
within 60 days.
(3) Includes 8,124 shares owned by spouse who has sole voting and
investment power with respect to these shares and 10,000 shares subject
to stock options which are exercisable within 60 days.
(4) Includes 450 shares subject to stock options which are exercisable
within 60 days.
(5) Includes 2,172 shares owned jointly with spouse, 486.344 owned by
spouse who has sole voting and investment power with respect to these
shares and 750 shares subject to stock options which are exercisable
within 60 days.
(6) Includes 10,100 shares subject to stock options which are exercisable
within 60 days by non-director executive officers.
3
<PAGE>
The following table sets forth certain information as of March 6, 2000
regarding any person who is known to us to be the beneficial owner of more than
five percent of our common stock.
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
---------------- -------------------- ----------------
William Ashley Turner and Debra 78,973 5.8%
C. Turner, Joint Tenants with
right of survivorship
2256 Shotwell Road
Clayton, N.C. 27520
Josephine L. Sturdivant 73,919 5.4%
5426 Hampton Road
Fayetteville, N.C. 28311-1322
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<PAGE>
ELECTION OF DIRECTORS
The nominees for the election of directors are named and certain other
information is provided in the following tabulation.
<TABLE>
<CAPTION>
YEAR FIRST POSITIONS AND OFFICES WITH OUR COMPANY & BUSINESS
NAME AGE ELECTED EXPERIENCE DURING PAST FIVE YEARS
- ---- --- ------- --------------------------------------------------------
<S> <C> <C> <C>
M.S. Canaday 76 1969 Chairman of the board of directors of Four Oaks
Fincorp, Inc. and Four Oaks Bank & Trust Company; Owner
of Four Oaks Drug Co.
Ayden R. Lee, Jr. 51 1983 Chief Executive Officer, President, and Director of
Four Oaks Fincorp, Inc. and Four Oaks Bank & Trust
Company
Dr. R. Max Raynor, Jr. 42 2000 Director of Four Oaks Fincorp, Inc. and Four Oaks Bank
& Trust Company; Owner of Professional Eye Care, with
locations in Benson, North Carolina and Roseboro, North
Carolina
Paula Canaday Bowman 51 1989 Director of Four Oaks Fincorp, Inc. and Four Oaks Bank
& Trust Company
William J. Edwards 56 1990 Director of Four Oaks Fincorp, Inc. and Four Oaks Bank
& Trust Company; President, Chief Executive Officer and
Chairman of the Board of Four Oaks IGA Foodliner, Inc.
and Secretary of Edwards IGA
Percy Y. Lee 59 1992 Director of Four Oaks Fincorp, Inc. and Four Oaks Bank
& Trust Company; Member of Clayton Area Advisory Board
of the Bank; President of T.R. Lee Oil Co.; Senior
Partner of Lee Brother's Rental; Partner in Lee &
Dupree, a rental real estate partnership
Warren L. Grimes 51 1992 Director of Four Oaks Fincorp, Inc. and Four Oaks Bank
& Trust Company; General Partner in Reedy Creek Direct
Marketing Association; Solid Waste Division Manager for
Johnston County; Chairman of the Company's Compensation
Committee
</TABLE>
5
<PAGE>
The number constituting our board of directors must be at least five,
but not more than twenty-one. The number of directors within this variable range
may be fixed or changed from time to time by our shareholders or our board of
directors. Our board of directors has set the number of directors at seven. The
members of our board of directors are elected by our shareholders to serve one
year terms. Dr. R. Max Raynor, Jr. was appointed to fill a vacancy on our board
of directors created upon the retirement of Mr. Harold J. Sturdivant.
All directors and executive officers hold office until the next annual
meeting or until their successors are elected and qualified. Our board of
directors has no reason to believe that the persons named above as nominees for
directors will be unable or will decline to serve if elected. However, in the
event of death or disqualification of any nominee or refusal or inability of any
nominee to serve, it is the intention of the proxyholders to vote for the
election of such other person or persons as the proxyholders determine in their
discretion; but in no circumstance will the proxy be voted for more than seven
nominees. Properly executed and returned proxies, unless revoked, will be voted
as directed by the shareholder or, in the absence of such direction, will be
voted in favor of the election of the recommended nominees.
Pursuant to North Carolina law, the seven candidates who receive the
highest number of votes will be elected as directors. Abstentions and broker
non-votes are not voted in the election of directors and will not be included in
determining which candidates received the highest number of votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES FOR ELECTION
AS DIRECTORS.
DIRECTOR COMPENSATION
The Chairman of our board of directors is paid a fee of $1,075 per
month. Other directors, except Mr. Lee who is not paid a director's fee, are
paid fees of $875 per month. During 1999, all of the directors other than Mr.
Lee were paid a bonus of $850. Two of our directors are related to each other.
M.S. Canaday is Paula Canaday Bowman's uncle.
BOARD OF DIRECTORS MEETINGS
During the last fiscal year, our board of directors met 17 times. Each
incumbent director attended 75% or more of the aggregate of the total number of
board of director meetings and the total number of meetings held by all
committees of the board of directors on which he or she served. Our board of
directors does not have separate audit or nominating committees, but performs
these functions itself. Our board of directors has a compensation committee,
which consists of Paula Canaday Bowman, Warren L. Grimes (Chairman) and Ayden R.
Lee, Jr. (non-voting member). The compensation committee is responsible for the
approval of compensation arrangements for our officers and the review of our
compensation plans and policies. During the last fiscal year, the compensation
committee met three times.
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<PAGE>
EXECUTIVE COMPENSATION
The following tables set forth a summary of compensation for Mr. Ayden
R. Lee, Jr., our Chief Executive Officer and President for the fiscal years
indicated. None of the other executive officers had total annual salary and
bonus exceeding $100,000 for any of the past three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1) LONG-TERM COMPENSATION
---------------------- ----------------------
AWARDS PAYOUTS
------------------------------
SECURITIES ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY BONUS UNDERLYING OPTIONS COMPENSATION(2)
- ------------------------- ---- ------ ----- ------------------ ---------------
<S> <C> <C> <C> <C> <C>
Ayden R. Lee, Jr., 1999 $152,640 $ 20,860 3,404 $ 7,276
Chief Executive Officer 1998 144,000 21,718 6,000 7,129
and President 1997 136,082 27,718 -0- 10,196
</TABLE>
- --------
(1) Amounts shown in the table include amounts paid to Mr. Lee as an
executive officer of our subsidiary, Four Oaks Bank & Trust Company.
Four Oaks Bank & Trust Company was reorganized as our wholly-owned
subsidiary in July 1997. Amounts shown also include amounts deferred by
Mr. Lee under our Master Corporate Profit Sharing Retirement Plan and
Trust.
(2) The amounts shown represent our contributions to Mr. Lee under our
Master Corporate Profit Sharing Retirement Plan and Trust in the
amounts of $6,940, $6,649 and $9,500, for each of the years ended 1999,
1998 and 1997, respectively. The remainder of the amounts shown for
each year represent insurance premiums paid by us on term life
insurance.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning options
to purchase common stock granted to Mr. Lee during the year ended December 31,
1999.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE
OPTIONS TO EMPLOYEES IN OR BASE
NAME GRANTED FISCAL YEAR PRICE EXERCISE DATE EXPIRATION DATE
---- ------- ----------- ----- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Ayden R. Lee, Jr. 4,000 24% $29 February 28, 2000 February 28, 2003
</TABLE>
7
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information concerning options
to purchase common stock held by Mr. Lee during the year ended December 31,
1999, the aggregate value of gains on the date of exercise, and the value of
unexercised options as of December 31, 1999.
VALUE OF UNEXERCISED
NUMBER OF SECURITIES UNDERLYING IN-THE-MONEY OPTIONS
UNEXERCISED OPTIONS AT FY-END(#) AT FY-END($)
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE (1)
---- ------------- -----------------
Ayden R. Lee, Jr. 10,000/0 $345,000/0
- ------------------------
(1) Based on a price per share of $34.50 which is the last sale price of our
common stock as of December 31, 1999.
EMPLOYMENT AGREEMENT
We have an employment agreement with Ayden R. Lee, Jr., Chief Executive
Officer and President. The employment agreement provides for a one-year term and
on each anniversary date thereafter, the agreement automatically will be
extended for an additional year, unless either party gives notice of nonrenewal.
The current base salary under the agreement may be increased at the discretion
of our board of directors. Our board of directors has established the 2000 base
salary amount for Mr. Lee at $163,325. In addition to the base salary, Mr. Lee's
employment agreement provides for, among other things, additional benefits
applicable to executive personnel and benefits applicable to all our salaried
employees. The agreement provides for termination by us for "cause" (as defined
in the agreement) at any time.
SEVERANCE COMPENSATION AGREEMENT
We have adopted a severance compensation agreement for Mr. Lee that
will provide him with severance pay benefits in the event of a "change in
control." The purpose of this compensation plan is to recognize the services and
contributions of Mr. Lee as a key employee and the uncertainties relating to
continual employment, reduced employee benefits, management changes, and
relocations in the event of a change in control. Under the severance
compensation agreement, in the event a change in control (as defined in the
agreement) occurs and Mr. Lee's employment is "terminated" (as defined in the
agreement) he will be entitled to receive a cash severance payment equal to two
years' salary based upon his then most recent annual compensation and the amount
of his most recent annual bonus at the time of termination. In addition, Mr. Lee
will be entitled to all life insurance, health, accidental death and
dismemberment, and disability plans or programs in which he is entitled to
participate immediately prior to his termination for two years after the date of
his termination or unless and until he obtains other full-time employment.
8
<PAGE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Our subsidiary, Four Oaks Bank & Trust Company, has adopted a
supplemental executive retirement plan ("SERP") for Mr. Lee that, upon his
retirement from the bank, will provide him with supplemental annual payments for
the remainder of his life. The purpose of the SERP is to encourage Mr. Lee to
remain as an employee of the bank and to reward him for contributing materially
to the success of the bank. Under the SERP, the bank will be obligated to pay
Mr. Lee an annual payment upon his retirement in an amount which, when added to
Mr. Lee's Company 401(k) benefits (based on future estimated amounts) and social
security benefits (based on future estimated amounts), will ensure Mr. Lee a
total annual retirement benefit equal to seventy-five percent (75%) of his
Average Annual Compensation (as defined in the SERP) on the date of his
retirement. Depending upon Mr. Lee's age at retirement, the annual payment as a
percentage of Mr. Lee's fully vested retirement benefit will vary (from 58% of
fully vested retirement benefit at age 55 to 100% at age 62). The annual payment
which we are obligated to pay Mr. Lee each year after his retirement is subject
to certain limitations, including a maximum limit of $50,000 per year. In the
event of a change of control (as defined in the SERP) of Four Oaks Fincorp, Inc.
and termination of Mr. Lee's employment within twenty-four (24) months
thereafter (for any reason, except termination by the bank for cause), Mr. Lee
will be entitled to receive a lump-sum cash payment equal to the actuarial
equivalence of the greater of (i) the amount he would have been entitled to had
he retired on such date and (ii) the amount of his pro rata fully vested benefit
under the SERP as of such date.
CERTAIN TRANSACTIONS
Certain of our directors and executive officers are customers of, and
borrowers from, Four Oaks Bank & Trust Company in the ordinary course of
business. From January 1, 1999 to December 31, 1999, loans outstanding to our
directors and executive officers, and their associates as a group, amounted to a
maximum of approximately $810,930.32, or 4.31% of the equity capital of the
bank. All outstanding loans and commitments included in such transactions are
made substantially on the same terms, including rate and collateral, as those
prevailing at the time in comparable transactions with other customers. In the
opinion of management, these loans do not involve more than normal risk of
collectability, or contain other unfavorable features.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our officers, directors, and persons who own more than 10% of our
equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Officers, directors, and greater than
10% shareholders are required by SEC regulations to furnish us with copies of
all Section 16(a) reports they file. Based solely on a review of the copies of
such reports furnished to us, or representations by such persons that no Form 5s
were required, we believe that during the fiscal year ended December 31, 1999,
all Section 16(a) filing requirements applicable to our officers, directors, and
greater than 10% shareholders, were satisfied, except Warren L. Grimes, Percy Y.
Lee, Clifton L. Painter and Nancy S. Wise who inadvertently failed to timely
file one, two, one and one required reports, respectively. Mr. Grimes failed to
report one transaction which
9
<PAGE>
occurred in the month of June. Mr. Lee failed to report two transactions which
occurred in the months of June and September, respectively. Mr. Painter failed
to report one transaction which occurred in the month of March. Ms. Wise failed
to timely report four transactions which occurred in the month of August. Except
for Ms. Wise's transactions which were reported on an amended Form 4 for the
month of August, 1999, each of the foregoing transactions were reported late on
Form 5s for the year ended December 31, 1999.
SELECTION OF INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP served as our independent accountants for
the fiscal year most recently completed. PricewaterhouseCoopers LLP's services
to us for 1999 included the audit of our annual consolidated financial
statements, reviews of certain of our income tax returns and consultation on
various accounting, tax and other matters. A representative of
PricewaterhouseCoopers LLP is expected to be present at the annual meeting. This
representative will have an opportunity to make a statement if desired and will
be available to respond to shareholder questions. There were no non-audit
services provided by PricewaterhouseCoopers LLP during 1999.
ADDITIONAL INFORMATION
A COPY OF OUR ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, AS
FILED WITH THE SEC WILL BE FURNISHED ON WRITTEN REQUEST, WITHOUT CHARGE TO ANY
OF OUR SHAREHOLDERS. SUCH REQUESTS SHOULD BE ADDRESSED TO WANDA J. BLOW, FOUR
OAKS FINCORP, INC., P.O. BOX 309, FOUR OAKS, NORTH CAROLINA 27524 ((919)
963-2177).
SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Any proposals that shareholders intend to present for a vote of
shareholders at the 2001 Annual Meeting of Shareholders, and that such
shareholders desire to have included in our proxy statement and form of proxy
relating to that meeting, must be sent to our principal executive office, marked
to the attention of Ayden R. Lee, Jr., and received at such office on or before
December 5, 2000. Proposals received after December 5, 2000 will not be
considered for inclusion in our proxy materials for our 2000 annual meeting. A
determination as to whether we will oppose inclusion of any proposal in our
proxy statement and form of proxy will be made on a case-by-case basis in
accordance with our judgment and the rules and regulations promulgated by the
SEC.
In addition, if a shareholder intends to present a matter for a vote at
the 2001 annual meeting, other than by submitting a proposal for inclusion in
our proxy statement for that meeting, the shareholder must give timely notice in
accordance with SEC rules. To be timely, a shareholder's notice must be sent to
our principal executive office, marked to the attention of Ayden R. Lee, Jr.,
and received at such office on or before February 19, 2001. Such notice should
10
<PAGE>
set forth (a) as to each matter the shareholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, and (b) the
name and record address of the shareholder, the class and number of shares of
our capital stock that are beneficially owned by the shareholder, and any
material interest of the shareholder in such business. For notices that are not
timely filed, we retain discretion to vote proxies we receive. For notices that
are timely filed, we retain discretion to vote proxies we receive provided (i)
we include in our proxy statement advice on the nature of the proposal and how
we intend to exercise our voting discretion and (ii) the proponent fails to (x)
provide us with a written statement, on or before February 19, 2001, that the
proponent intends to deliver a proxy statement and form of proxy to holders of
at least the percentage of our voting shares required under applicable law to
carry the proposal, (y) includes the same statement in its proxy materials filed
with the SEC and (z) immediately after soliciting the percentage of shareholders
required to carry the proposal, provides us with a statement from any solicitor,
or other person with knowledge, that the necessary steps have been taken to
deliver a proxy statement and form of proxy to holders of such percentage of
shares.
OTHER MATTERS; DISCRETIONARY AUTHORITY
As of the date of this proxy statement, we know of no business that
will be presented for consideration at the annual meeting other than the items
referred to above. The enclosed proxy confers discretionary authority to vote
with respect to any and all of the following matters that may come before the
annual meeting: (i) matters for which we did not receive timely notice; (ii)
approval of the minutes of a prior meeting of shareholders, if such approval
does not amount to ratification of the action taken at the meeting; (iii) the
election of any person to any office for which a bona fide nominee is named in
this proxy statement and such nominee is unable to serve or for good cause will
not serve; (iv) any proposal omitted from this proxy statement and the form of
proxy pursuant to Rule 14a-8 or Rule 14a-9 under the Securities Exchange Act of
1934, as amended; and (v) matters incidental to the conduct of the annual
meeting. If any such matters come before the annual meeting, the proxy agents
named in the accompanying proxy card will vote in accordance with their
judgment.
All shareholders are encouraged to sign, date, and return their proxy
submitted with this proxy statement as soon as possible in the envelope
provided. If a shareholder attends the annual meeting, then he or she may revoke
his or her proxy and vote in person.
By Order of the Board of Directors
April 3, 2000
Ayden R. Lee, Jr.
Chief Executive Officer and President
11
<PAGE>
*******************************************************************************
APPENDIX
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOUR OAKS FINCORP, INC.
FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS.
The undersigned hereby appoints Ayden R. Lee, Jr. and M. S. Canaday as proxies,
each with the full power of substitution to represent the undersigned and to
vote all of the shares of stock in Four Oaks Fincorp, Inc. which the undersigned
is entitled to vote at the Annual Meeting of Shareholders of said Company to be
held at the main office of Four Oaks Bank & Trust Company located at 6144 US 301
South, Four Oaks, North Carolina on Monday, April 24, 2000 at 8:00 p.m., and any
adjournments thereof (1) as hereinafter specified upon the proposal listed below
as more particularly described in the Company's proxy statement, receipt of
which is hereby acknowledged; and (2) in their discretion upon such other
matters as may properly come before the meeting and any adjournments thereof. In
order to vote for the proposal, place an X in the appropriate box provided
below. The Board recommends a vote "FOR" the proposal listed below.
1. To elect the following nominees as directors of a one year term: M. S.
Canaday; Ayden R. Lee, Jr.; William J. Edwards; Paula Canaday Bowman; Dr. R. Max
Raynor, Jr.; Percy Y. Lee; Warren L. Grimes
( ) FOR all nominees (except as marked to the contrary below.)
( ) WITHHOLD AUTHORITY to vote for all nominees.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S) WRITE
THAT NOMINEE(S) NAME ON THE LINE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE
<PAGE>
(CONTINUED FROM OTHER SIDE)
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ABOVE PROPOSAL AND UNLESS
INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THIS PROXY
WILL BE SO VOTED.
SHARES
Please date and sign this Proxy and return promptly.
Dated: -------------------------------, 2000
------------------------------------------
Signature
------------------------------------------
Signature
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON
THIS CARD. WHEN SIGNING FOR A CORPORATION OR
PARTNERSHIP, OR AS AGENT, ATTORNEY, TRUSTEE,
EXECUTOR, ADMINISTRATOR, OR GUARDIAN, PLEASE
INDICATE THE CAPACITY IN WHICH YOU ARE SIGNING. IN
THE CASE OF JOINT TENANTS, EACH JOINT OWNER MUST
SIGN.
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