<PAGE> 1
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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
GEORGIA-CAROLINA BANCSHARES, INC
- --------------------------------------------------------------------------------
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1(1):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
- -------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE> 2
GEORGIA-CAROLINA BANCSHARES, INC.
110 EAST HILL STREET
THOMSON, GEORGIA 30824
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 17, 2000
The Annual Meeting of Shareholders of Georgia-Carolina Bancshares, Inc.
(the "Company") will be held on Wednesday, May 17, 2000 at 4:30 p.m., at the
main office of the Company, 110 East Hill Street, Thomson, Georgia 30824, for
the following purposes:
(1) To elect five directors to hold office until the 2003 Annual
Meeting of Shareholders and until their successors are elected
and qualified; and
(2) To transact such other business as may properly come before
the meeting or any adjournments or postponements thereof.
Only shareholders of record at the close of business on April 17, 2000
will be entitled to notice of and to vote at the Annual Meeting or any
adjournments or postponements thereof.
A Proxy Statement and a proxy solicited by the Board of Directors are
enclosed herewith. Please sign, date and return the proxy promptly. If you
attend the Annual Meeting, you may, if you wish, withdraw your proxy and vote in
person.
By Order of the Board of Directors,
/s/ J. Harold Ward, Jr.
-----------------------------------
J. Harold Ward, Jr.
Secretary
Thomson, Georgia
April 25, 2000
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN
PERSON, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED
PROXY IN THE ACCOMPANYING POSTAGE PAID ENVELOPE. IF YOU ATTEND THE ANNUAL
MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
<PAGE> 3
GEORGIA-CAROLINA BANCSHARES, INC.
110 EAST HILL STREET
THOMSON, GEORGIA 30824
ANNUAL MEETING OF SHAREHOLDERS
MAY 17, 2000
------------------------------
PROXY STATEMENT
------------------------------
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Georgia-Carolina Bancshares, Inc. (the
"Company") for the Annual Meeting of Shareholders (the "Annual Meeting") to be
held on Wednesday, May 17, 2000, and any adjournments or postponements thereof,
at the time and place and for the purposes set forth in the accompanying notice
of the Annual Meeting. The expense of this solicitation, including the cost of
preparing and mailing this Proxy Statement, will be paid by the Company. In
addition to solicitations by mail, officers and regular employees of the
Company, at no additional compensation, may assist in soliciting proxies by
telephone. This Proxy Statement and the accompanying proxy are first being
mailed to shareholders on or about April 25, 2000. The address of the principal
executive offices of the Company is 110 East Hill Street, Thomson, Georgia
30824.
Any proxy given pursuant to this solicitation may be revoked by any
shareholder who attends the Annual Meeting and gives oral notice of his election
to vote in person, without compliance with any other formalities. In addition,
any proxy given pursuant to this solicitation may be revoked prior to the Annual
Meeting by delivering to the Secretary of the Company an instrument revoking it
or a duly executed proxy for the same shares bearing a later date. Proxies which
are returned properly executed and not revoked will be voted and will be voted
in accordance with the shareholder's directions specified thereon. Where no
direction is specified, proxies will be voted FOR the election of the nominees
for director named herein and, on the other matters presented for a vote, in
accordance with the judgment of the persons acting under the proxies.
Abstentions and broker non-votes will not be counted as votes either in favor of
or against the matter with respect to which the abstention or broker non-vote
relates.
The record of shareholders entitled to vote at the Annual Meeting was
taken on April 17, 2000. On that date, the Company had outstanding and entitled
to vote 931,750 shares of common stock, par value $.001 per share, with each
share entitled to one vote.
<PAGE> 4
AGENDA ITEM ONE
ELECTION OF DIRECTORS
The Board of Directors of the Company, pursuant to the Company's
Bylaws, has set the number of directors to serve for the next year at 17, five
of whom are to be elected at the Annual Meeting. The Company's Articles of
Incorporation provide for a classified board of directors, whereby approximately
one-third of the members of the Company's Board of Directors are elected each
year at the Company's Annual Meeting of Shareholders. Five Class III directors
are presently standing for election to the Board of Directors. The Class III
directors will serve for a term of three years and until their successors are
elected and qualified.
In the event that any nominee withdraws or for any reason is not able
to serve as a director, the proxy will be voted for such other person as may be
designated by the Board of Directors, but in no event will the proxy be voted
for more than five nominees. The affirmative vote of a plurality of all votes
cast at the Annual Meeting by the holders of Company common stock is required
for the election of the five nominees. David W. Joesbury, Sr. and Robert N.
Wilson, Jr. have been directors of the Company since the Company commenced
operations in February 1997. Bennye Young has been a director since January
1999. Each of the remaining nominees, Patrick G. Blanchard and John W. Lee, has
been a director of the Company since December 1997 when they were appointed by
the Board of Directors pursuant to an agreement whereby the Company agreed to
register shares of its common stock for sale to the public and to use the
proceeds of such sale to expand the Company's wholly-owned subsidiary, First
Bank of Georgia (the "Bank"), into Augusta and Columbia County, Georgia.
Management of the Company has no reason to believe that any nominee will not
serve if elected.
The following persons have been nominated by management for election to
the Board of Directors as Class III directors, to succeed themselves for a term
of three years and until their successors are elected and qualified:
PATRICK G. BLANCHARD, age 56, has served as President and Chief
Executive Officer of the Company since October 1997. Mr. Blanchard also serves
as Vice Chairman of the Bank. Prior to accepting his position with the Company,
Mr. Blanchard served as President of Georgia Bank & Trust Company of Augusta
since 1988. Mr. Blanchard began his banking career in 1966 and, since that time,
has organized two state banks. Mr. Blanchard has also been employed in a number
of senior banking positions including President of the Columbia County Division
of Georgia Railroad Bank & Trust Company until its acquisition by First Union
Corporation in 1988 and President of Georgia State Bank, Martinez, Georgia for
11 years until its merger with Georgia Railroad Bank & Trust Company in 1985.
Mr. Blanchard is Past President of the Columbia County Chamber of Commerce and
Past Chairman of the Board of the Metro Augusta Chamber of Commerce. He recently
served as the Chairman of the Georgia Southern University Foundation and
presently serves President of Historic Augusta, Inc. He was named "1994 CEO of
the Year" by the Augusta Business Journal and was named "1995 Sponsor of the
Year" by the Credit Professionals International of Georgia. He was recently
recognized by the International Fraternity of Delta Sigma Phi as the 1999
recipient of their National Career Achievement Award.
DAVID W. JOESBURY, SR., age 50, is President of Joesbury Insurance
Agency, Inc. and, since 1971, has served in various capacities with that
company.
2
<PAGE> 5
JOHN W. LEE, age 61, retired in 1995 as a consultant to GIW Industries,
Inc., a manufacturing firm located in Grovetown, Georgia. From 1986 to 1993, Mr.
Lee served as President and Chief Operating Officer of GIW Industries, Inc. Mr.
Lee currently serves as Chairman of the Board of Directors of the Bank. Mr. Lee
previously served on the Boards of Directors of the Bank of Thomson and Allied
Bankshares, Inc. Mr. Lee is a member of the Boards of Directors of University
Hospital and the CSRA Community Foundation.
ROBERT N. WILSON, JR., age 48, has served as manager and broker of
Wilson Finance Corp. d/b/a The Wilson Co. since 1982. In addition, Mr. Wilson
currently owns Wilson Ventures, Inc., which engages in real estate speculation
and manages residential rental properties as well as the company's real estate
and insurance businesses. Mr. Wilson served as Chairman of the Board of
Directors of the Bank from 1988 until 1991.
BENNYE M. YOUNG, age 57, taught school in DeKalb, Richmond and McDuffie
Counties from 1966 until 1980. Since that time, she has been a homemaker.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE COMPANY'S
SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES NAMED ABOVE.
Each of the following persons is a member of the Board of Directors who
is not standing for election to the Board of Directors this year and whose term
will continue after the Annual Meeting.
LARRY DEMEYERS, age 53, served as President, Chief Operating Officer
and as a director of Bankers First Corporation and its successor, SouthTrust
Bank, prior to his resignation from these positions in November 1997. Mr.
DeMeyers has been associated with Bankers First Corporation in various positions
for over twenty years. Mr. DeMeyers is Past President and a member of the
Augusta Kiwanis Club. He currently serves as Treasurer of the St. Joseph
Hospital Foundation and as Secretary and a member of the Board of Governors of
the Augusta Country Club. He is also an active member of Reid Memorial
Presbyterian Church.
PHILLIP G. FARR, age 51, founded a local certified public accounting
firm in 1975 in Thomson, Georgia and has been the managing principal since that
time. Prior to 1975, Mr. Farr worked in public accounting for both a regional
and a national firm. Mr. Farr served as Chairman of the Board of Directors of
the Bank from 1991 to 1995.
SAMUEL A. FOWLER, JR., age 53 is currently a partner in the Thomson,
Georgia law firm of Fowler & Wills. Mr. Fowler has practiced law in McDuffie and
Wilkes Counties since 1977. Fowler & Wills serves as the Bank's legal counsel.
Mr. Fowler serves as the Chairman of the Board of Directors of the Company.
ARTHUR J. GAY, JR., age 53, is President and Chief Executive Officer of
T and T Associates, Inc., a land developing and consulting firm that he founded
in 1996. From 1970-1996, Mr. Gay was employed as Corporate Vice President of
Bankers First Corporation and Executive Vice President of Bankers First Savings
Bank, FSB in Augusta, Georgia. Mr. Gay is past Chairman and a past member of the
Columbia County Planning and Zoning Commission, and a past Chairman of the Board
of the Golden Harvest Food Bank. He is also a past board member of the Augusta
State University Alumni Association and has been active with the United Way, the
Georgia Heart Association and the Church of Christ of Augusta.
JOSEPH D. GREENE, age 59, is a professor of Business Administration for
the College of Business at Augusta State University in Augusta, Georgia. Before
joining Augusta State University, Mr. Greene was
3
<PAGE> 6
employed by Pilgrim Health and Life Insurance Company, where he retired as
Executive Vice President after 32 years of employment with the company. Mr.
Greene is past Chairman of the Georgia Board of Regents. He currently serves on
the Board of Directors of Cerulean Companies, Inc., a holding company for Blue
Cross & Blue Shield of Georgia, Inc., the Greater Augusta Community Foundation,
Southeastern Technology Center, the National Science Center's Fort Discovery and
the University of Georgia Terry College of Business.
J. RANDAL HALL, age 41, is an attorney at law with the law firm of
Hunter, Maclean, Exley & Dunn, P.C., which merged with Mr. Hall's former firm,
Hall & Mullins, P.C. in October 1999, a law firm which he founded in 1996. From
1985 to 1996, Mr. Hall served as Corporate Vice President and Legal Counsel of
Bankers First Corporation in Augusta, Georgia. Mr. Hall is past President of the
Augusta Lions Club, past Chairman of the Board of the Augusta Southern
Nationals, Inc., serves as counsel for the Augusta-Richmond County Community
Partnership for Children & Families, Inc. and is a member of the
Augusta-Richmond County Planning Commission.
HUGH L. HAMILTON, JR., age 46, has been the President and Chief
Executive Officer of Environmental Management & Design since December 1999. From
1996 to December 1999, Mr. Hamilton was the General and Operations Manager of
Intertape Polymer Group, an Evans, Georgia manufacturing firm. Mr. Hamilton
previously served as President of Augusta Bag Co. Mr. Hamilton is an active
member of the Rotary Club of Augusta. He serves on the Board of Directors of the
Boys and Girls Club, the Episcopal Day School and the Tuttle-Newton Home. He is
a past board member of the Georgia-Carolina Council of the Boys Scouts of
America.
WILLIAM G. HATCHER, age 74, is Chief Executive Officer and principal
shareholder of MAU, Inc., a personnel services company he founded in Augusta,
Georgia in 1973. In 1998, MAU won the 1998 Kennesaw State University
"Medium-Sized Family Business of the Year Award" for being an outstanding family
business with a superior performance record in the human resource and staffing
field. Mr. Hatcher is a member of the Augusta Kiwanis Club and serves as a
Trustee of Historic Augusta, Inc. He has also served on the Board of Directors
for the Boys Club for 30 years and is a member of the Augusta Country Club.
GEORGE O. HUGHES, age 76, is Chairman of the Board of George O. Hughes
Furniture Co., Inc., a retail furniture and appliance business that he founded
in 1947.
GEORGE H. INMAN, age 68, retired in May 1997 as Chairman of Club Car,
Inc., a manufacturer of golf cars and utility vehicles in Augusta, Georgia. Mr.
Inman had been employed by Club Car, Inc. since 1978. Mr. Inman is a graduate of
the Georgia Institute of Technology. For a number of years he served on the
Board of Directors of Junior Achievement of Augusta and the Board of Directors
of the Augusta Chamber of Commerce. Mr. Inman also served on the Board of
Directors of Bankers First Savings Bank in Augusta for approximately nine years.
JAMES L. LEMLEY, M.D., age 41, has practiced family medicine in
Thomson, Georgia since 1988. Dr. Lemley is on the active medical staff at
McDuffie County Hospital, serves on the courtesy staff at University Hospital in
Augusta, Georgia and is an affiliate faculty member of the Medical College of
Georgia's Schools of Nursing, Medicine and Allied Health.
4
<PAGE> 7
JULIAN W. OSBON, age 60, is Chairman and Chief Executive Officer of
Charter Management d/b/a Osbon & Associates, an Augusta consulting and
management firm he founded in 1997. Prior to 1997, Mr. Osbon was Chairman and
Chief Executive Officer of Osbon Medical Systems. Mr. Osbon is Chairman of the
Board of Directors of the CSRA Community Foundation and First Vice President of
Historic Augusta, Inc. He also serves as President Elect of Augusta Tomorrow,
Inc. and on the Board of Directors of the Metro Augusta Chamber of Commerce,
Main Street Augusta, the Augusta State University Foundation, and the East
Georgia Easter Seals. In 1997, he received the Spirit of Georgia Award presented
by the State of Georgia. He was also named Philanthropist of the Year in August
in 1996 and Small Businessman of the Year in 1995 by the State of Georgia.
In addition to the executive officers and directors listed above, the
following persons are executive officers of the Company or the Bank:
REMER Y. BRINSON III, age 39, has served as the President of the Bank
since October 1999. Prior to accepting his position with the Bank, Mr. Brinson
served as a Senior Vice President of Regions Bank and Allied Bank of Georgia
from 1994 to 1999. During 1994, Mr. Brinson served as the President and Chief
Executive Officer of Citizens Bank & Trust Company until it was acquired by
Allied in late 1994. Mr. Brinson began his banking career with Georgia Railroad
Bank & Trust Company in 1982, and served in various capacities with Georgia
Railroad and its acquiror, First Union until 1994. Mr. Brinson is a native of
Augusta, Georgia and a graduate of the University of Georgia, Athens, Georgia,
and the Georgia School of Banking. Active in the community, Mr. Brinson serves
as Chairman of the Episcopal Day School Board of Trustees and on the Board of
Directors of Sacred Heart Cultural Center, and CSRA Development Companies.
J. HAROLD WARD, JR., age 57, joined the Bank in April of 1995 as Senior
Vice President and Chief Financial Officer. Mr. Ward also serves as Senior Vice
President and Chief Financial Officer of the Company, a position he has held
since the commencement of the Company's operations in February 1997. Prior to
his employment with the Bank, from September, 1992 to April, 1995, Mr. Ward
served as Senior Vice President and Chief Financial Officer of DeKalb State
Bank, Tucker, Georgia and from March, 1987 to September, 1992, he served as
Senior Vice President of First Gwinnett Bank, Norcross, Georgia. Mr. Ward has
also served as Vice President and Senior Operations Officer of banks in Walton
County and Tift County, as well as Assistant Operations Officer of First
National Bank of Atlanta. Mr. Ward holds a BBA in Management from Georgia State
University in Atlanta and has completed the Bank Administration Institute School
of Banking at the University of Wisconsin.
There are no family relationships between any director or executive
officer and any other director or executive officer of the Company.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company held eleven meetings during the
year ended December 31, 1999. Each director attended at least 75% of the
aggregate number of meetings held by the Company's Board of Directors. The Board
of Directors of the Company has a standing audit committee which is currently
comprised of Phillip G. Farr, Arthur J. Gay, Jr., Hugh L. Hamilton, Jr., George
O. Hughes, George H. Inman, and James L. Lemley, M.D. The audit committee, which
met three times during the Company's last fiscal year, is authorized to nominate
the Company's independent auditors and to review and make recommendations to the
Board of Directors of the Company with respect to their audit procedures and
auditors' reports. The Company does not have a compensation committee or a
directors nominating
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<PAGE> 8
committee, as such responsibilities which would normally be served by such
committees has been reserved to the Company's entire Board of Directors.
The Board of Directors of the Bank held 14 meetings during the year
ended December 31, 1999. The Bank's audit committee, which met three times
during 1999, is currently comprised of Phillip G. Farr, Arthur J. Gay, Jr., Hugh
L. Hamilton, Jr., George O. Hughes, George H. Inman, and James L. Lemley, M.D.
The Bank's compensation committee, which is currently comprised of William G.
Hatcher, Larry DeMeyers, Phillip G. Farr, George H. Inman, David W. Joesbury and
James L. Lemley, M.D., recommends compensation levels for officers of the Bank
and the Company as well as compensation guidelines for all employees. During
1999, the compensation committee met two times.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors, certain officers and persons
who own more than 10% of the outstanding common stock of the Company to file
with the Securities and Exchange Commission reports of changes in ownership of
the common stock of the Company held by such persons. Officers, directors and
greater than 10% stockholders are also required to furnish the Company with
copies of all forms they file under this regulation. To the Company's knowledge,
based solely on a review of copies of such reports, and any amendments thereto,
furnished to the Company and representations that no other reports were
required, during the fiscal year ended December 31, 1999, all Section 16(a)
filing requirements applicable to its officers, directors and 10% holders were
satisfied, except that (i) a Form 3, Initial Statement of Beneficial Ownership,
was inadvertently filed late by Mr. DeMeyers; (ii) a Form 4, Report of Changes
in Beneficial Ownership, was inadvertently filed late by the following directors
and officers: Mr. Blanchard (2 late filings), Mr. DeMeyers, Mr. Gay, Mr. Greene,
Mr. Hamilton, Mr. Hatcher, Mr. Inman, Mr. Joesbury, Mr. Lee, Mr. Osbon, Mr.
Ward, and Ms. Young (2 late filings); and (iii) a Form 5, Annual Statement of
Beneficial Ownership was inadvertently filed late by Mr. Blanchard and Ms.
Young.
Although it is not the Company's obligation to make filings pursuant to
Section 16 of the Exchange Act, the Company has adopted a policy requiring all
Section 16 reporting persons to report monthly to a designated employee of the
Company as to whether any transactions in the Company's common stock occurred
during the previous month.
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<PAGE> 9
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 17, 2000
with respect to ownership of the outstanding common stock of the Company by (i)
all persons known by the Company to own beneficially more than 5% of the
outstanding shares of the common stock of the Company, (ii) each director of the
Company, and (iii) all executive officers and directors of the Company as a
group:
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE OF OUTSTANDING
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) SHARES
- ------------------------ ----------------------- -----------
<S> <C> <C>
Patrick G. Blanchard(2)............................... 8,209 *
Larry DeMeyers........................................ 5,000 *
Phillip G. Farr(3).................................... 11,250 1.2%
Samuel A. Fowler, Jr.(4).............................. 10,600 1.1%
Arthur J. Gay, Jr. ................................... 4,000 *
Joseph D. Greene...................................... 14,100 1.5%
J. Randal Hall....................................... 4,000 *
Hugh L. Hamilton, Jr.................................. 14,815 1.6%
William G. Hatcher.................................... 26,000 2.8%
George O. Hughes(5)................................... 40,465 4.3%
George H. Inman....................................... 13,912 1.5%
David W. Joesbury, Sr.(6)............................. 12,390 1.3%
John W. Lee........................................... 37,004 4.0%
James L. Lemley, M.D.(7).............................. 33,800 3.6%
Julian W. Osbon....................................... 38,007 4.1%
J. Harold Ward, Jr.(8)................................ 5,780 *
Robert N. Wilson, Jr.(9).............................. 13,220 1.4%
Bennye M. Young (10).................................. 15,000 1.6%
The Prime Group, Inc.(11)............................. 59,058 6.3%
All directors and executive officers as a group (18
persons).(12)......................................... 304,495 32.7%
</TABLE>
- ---------------
* Represents less than 1%
(1) "Beneficial Ownership" includes shares for which an individual or entity,
directly or indirectly, has or shares voting or investment power or both.
All of the above listed persons and entities have sole voting and
investment power over the shares listed opposite their names unless
otherwise indicated in the notes below. Beneficial ownership as reported in
the above table has been determined in accordance with Rule 13d-3 of the
Securities Exchange Act of 1934, as amended. The ownership percentages are
based upon 931,750 shares, except for certain parties who hold presently
exercisable stock options to purchase shares. The ownership percentage for
each party holding presently exercisable stock options is based upon the
sum of 931,750 shares plus the number of shares held by such party subject
to presently exercisable stock options, as indicated in the following
notes.
(2) Includes 1,853 shares subject to presently exercisable options.
(3) Includes 200 shares owned by Mr. Farr's wife, with whom Mr. Farr shares
voting and investment power with respect to such shares.
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<PAGE> 10
(4) Includes 100 shares owned by Mr. Fowler's wife, with whom Mr. Fowler shares
voting and investment power with respect to such shares. Also includes 500
shares held by the Samuel A. Fowler, Jr., Attorney At Law, P.C., a
professional corporation established and managed by Mr. Fowler.
(5) Includes 4,914 shares owned by Mr. Hughes' wife, with whom Mr. Hughes
shares voting and investment power with respect to such shares. Also
includes 5,946 shares held by G.O. Hughes Furniture Co., Inc., to which Mr.
Hughes has sole voting and investment power. Mr. Hughes' address is 626
Beechwood Drive, Thomson, Georgia 30824.
(6) Includes 2,100 shares owned by Mr. Joesbury's wife, with whom Mr. Joesbury
shares voting and investment power with respect to such shares. Also
includes 100 shares held by Joesbury as custodian for his children, for
whom he exercises voting and investment power with respect to such shares.
(7) Includes 33,500 shares owned by the Patricia M. Lemley Trust (the "Trust").
James L. Lemley is a Co-Trustee of the Trust and shares voting and
investment power with respect to these shares. James L. Lemley's brother,
Robert K. Lemley, M.D., serves as the other Co-Trustee of the Trust.
Accordingly, Robert K. Lemley may also be deemed to beneficially own the
33,500 shares held by the Trust. James L. Lemley's address is P.O. Box
1989, Thomson, Georgia 30824. Robert K. Lemley's address is 1286 Wolf Penn
Drive, Thomson, Georgia 30824.
(8) Includes 3,600 shares subject to presently exercisable options.
(9) Includes 2,770 shares held by A.G. Edwards & Sons, Inc., as IRA custodian
for Mr. Wilson. Mr. Wilson has sole voting and investment power with
respect to such shares. Also includes 1,200 shares held by Mr. Wilson as
custodian for his children, for whom he exercises voting and investment
power with respect to such shares.
(10) Includes 1,700 shares held by Ms. Young as custodian for her children.
(11) Includes 16,000 shares subject to presently exercisable stock options.
Share ownership is based on a Schedule 13G dated March 1, 2000 filed by the
Prime Group, Inc. The business address of Prime Group, Inc. is Suite 400,
699 Broad Street, Augusta, Georgia 30901. The Company makes no
representation as to the accuracy or completeness of the information
reported.
(12) Includes 5,453 shares subject to presently exercisable options.
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<PAGE> 11
EXECUTIVE COMPENSATION
The following table sets forth certain summary information regarding all
cash and noncash compensation paid to the Chief Executive Officer of the Company
(the "Named Executive Officer") during the last three fiscal years. No other
executive officer of the Company received annual salary and bonus in excess of
$100,000 during 1999.
SUMMARY COMPENSATION TABLE*
<TABLE>
<CAPTION>
ANNUAL LONG TERM
COMPENSATION COMPENSATION
-------------------------------- ------------
SECURITIES
NAME AND UNDERLYING OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- ------------------------ ---- -------- ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Patrick G. Blanchard(1) 1999 $120,000 -- 7,409 $ 1,733(2)
Chief Executive Officer 1998 120,000 -- -- 2,928(3)
1997 29,000(4) -- -- --
</TABLE>
- ---------------
* All compensation was paid by the Bank.
(1) Mr. Blanchard was named Chief Executive Officer of the Company on
October 8, 1997.
(2) Represents $630 in income recognized from payment
of insurance premiums on behalf of Mr. Blanchard and $1,103 for Mr.
Blanchard's automobile allowance.
(3) Represents $630 in income recognized from payment of insurance premiums
on behalf of Mr. Blanchard and $2,298 for Mr. Blanchard's automobile
allowance.
(4) For the period from October 8, 1997 through December 31, 1997.
9
<PAGE> 12
EMPLOYMENT AGREEMENT
The Company has entered into an employment agreement with Patrick G.
Blanchard, pursuant to which Mr. Blanchard serves as President and Chief
Executive Officer of the Company and Vice Chairman of the Bank. Mr. Blanchard's
employment agreement is for a term of approximately three years. Beginning on
February 28, 1998 and on the last day of February of each succeeding calendar
year, the term of Mr. Blanchard's employment agreement will be automatically
extended for three years, upon a determination by the Board of Directors of the
Company and the Bank that Mr. Blanchard's employment agreement should be
extended.
Mr. Blanchard's employment agreement provides Mr. Blanchard with an
annual base salary of $120,000 per year. In addition, Mr. Blanchard's employment
agreement provides an incentive bonus of $12,000 if the Bank meets specific
performance goals. Stock options are also provided under Mr. Blanchard's
employment agreement. On April 1, 1999, Mr. Blanchard was granted an option to
purchase 7,409 shares of common stock at an exercise price of $13.50 share. The
option is subject to a vesting schedule based principally on certain performance
criteria of the Bank. The vesting schedule is as follows: approximately 25%, or
1,853 shares, vested on April 1, 1999, approximately 25%, or 1,852 shares, will
vest at the end of the calendar year when the Bank's average assets exceed $100
million, approximately 25%, or 1,852 shares, will vest at the end of the
calendar year when the Bank's average assets exceed $150 million and
approximately 25%, or 1,852 shares, will vest at the end of the calendar year
when the Bank's average assets exceed $200 million. Each stock option expires on
the tenth anniversary of the date of grant; provided, however, that in the event
Mr. Blanchard's employment is terminated, Mr. Blanchard shall have 90 days to
exercise those options which have vested pursuant to the vesting schedule
previously described. Mr. Blanchard is also provided with an automobile as well
as other customary fringe benefits, such as insurance coverage and vacation.
Under Mr. Blanchard's employment agreement, in the event Mr.
Blanchard's employment is terminated in connection with or within three years
after any "change of control" (as defined in Mr. Blanchard's employment
agreement) of the Company, other than for "cause" (as is also defined in Mr.
Blanchard's employment agreement), Mr. Blanchard is entitled to receive either a
lump sum cash amount or monthly cash payments equal to two times the annual
compensation received by him for the preceding year prior to the change in
control plus an amount representing the "in the money" portion of any
unexercised stock options (defined as the excess, if any, of the fair market
value of the common stock underlying Mr. Blanchard's stock options (if any)
minus the option price) whether or not then exercisable, granted to Mr.
Blanchard. Further, if Mr. Blanchard resigns within three years following a
change in control of the Company (i) due to the reduction in the rate of his
regular compensation to an amount below the rate of his regular compensation as
in effect immediately prior to the change in control, or (ii) because he is
required to relocate to a county other than Richmond (Augusta), Columbia or
McDuffie County, Georgia, in which he was employed immediately prior to the
change in control, or (iii) due to a reduction in his duties, title and/or
responsibilities, as were previously set prior to the change in control, Mr.
Blanchard will be entitled to receive either a lump sum cash amount or monthly
cash payments equal to two times the annual compensation received by him for the
preceding year prior to the change in control plus an amount representing the in
the money portion of any unexercised stock options whether or not then
exercisable, granted to Mr. Blanchard. If Mr. Blanchard resigns for no reason
within three years following a change in control of the Company, Mr. Blanchard
will be entitled to receive a lump sum cash amount equal to the annual
compensation received by him for the preceding year prior to the change in
control, plus the in the money portion of any unexercised stock options whether
or not then exercisable. The proceeding change in
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<PAGE> 13
control provisions remain in effect for three years and automatically renew
for an additional three years on each anniversary thereof, unless Mr. Blanchard
is otherwise notified to the contrary 30 days prior to such anniversary by the
Company, in which case the provisions terminate two years from such anniversary.
Mr. Blanchard's employment agreement further provides that Mr.
Blanchard's employment with the Company will terminate upon death or disability,
and is terminable for cause. If Mr. Blanchard's employment is terminated without
cause, as liquidated damages and in lieu of all claims, Mr. Blanchard is
entitled to a continuation of his base salary and insurance benefits for a
period of one year, or until Mr. Blanchard is employed in a full-time position,
whichever occurs first. Mr. Blanchard's employment agreement also contains
non-compete and non-solicitation provisions, effective through the date of
termination of employment and for a period of one year thereafter.
SEVERANCE AGREEMENTS
J. Harold Ward, Jr., Senior Vice President and Chief Financial Officer
of the Company has entered into a severance agreement with the Company
containing terms substantially similar to the change of control provisions
contained in Mr. Blanchard's employment agreement. Mr. Ward, however, does not
have an employment agreement with the Company.
STOCK OPTION PLAN
Prior to the consummation of the reorganization of the Bank into a
holding company structure, on February 12, 1997, the Board of Directors of the
Bank adopted the 1997 Stock Option Plan (the "Plan") for eligible directors,
officers, and key employees of the Bank. On April 28, 1997, the shareholders of
the Bank, at the Bank's Annual Meeting of Shareholders, duly approved and
authorized the Plan. Pursuant to the plan of reorganization, the Company adopted
the Plan and the shares of Bank common stock reserved for issuance under the
Plan became shares of Company common stock. The Plan provides for the grant of
both incentive and nonqualified stock options. The purpose of the Plan is to
encourage and enable participating directors, officers and key employees to
remain in the employ of, and to give a greater effort on behalf of, the Company
and the Bank. The shares of Company common stock available for issuance under
the Plan may, at the election of the Company Board of Directors, be either
treasury shares or shares originally issued for such purpose. The maximum number
of shares which shall be reserved and made available for sale under the Plan is
100,000. Any shares subject to an option which for any reason expires or is
terminated may again be subject to an option under the Plan. Under the Plan,
options may be granted only to directors, officers, key employees and
consultants or advisors of the Company and the Bank who are in a position to
contribute significantly to the effective management and operation of the
Company and the Bank. Only officers and employees of the Company and the Bank,
however, are eligible to receive incentive stock options under the Plan. The
Plan is administered by the Board of Directors of the Company or by a committee
comprised of no fewer than two members appointed by the Board of Directors from
among its members (the "Committee"). Members of the Committee are required to be
"Non-Employee Directors" as such term is defined under Rule 16b-3 under the
Securities Exchange Act of 1934, as amended. Subject to the provisions of the
Plan, and with the exception of certain nonqualified options granted to
Non-Employee Directors, the Board of Directors or the Committee has the
authority to determine the individuals to whom options shall be granted and to
determine exercise prices, vesting requirements, the term of and the number of
shares covered by each option.
11
<PAGE> 14
The following table provides certain information concerning individual
grants of stock options made during the fiscal year ended December 31, 1999 to
the Named Executive Officer.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------
% OF TOTAL OPTIONS
NUMBER OF GRANTED TO
OPTIONS EMPLOYEES IN FISCAL EXERCISE PRICE EXPIRATION
NAME GRANTED (1) YEAR ($ PER SHARE) DATE
- -------------------- ----------- -------------------- -------------- ----------
<S> <C> <C> <C> <C>
Patrick G. Blanchard ................ 7,409 31.6% $13.50 4/1/09
</TABLE>
- ---------------
(1) Options granted to Mr. Blanchard become exercisable in increments of
25% based principally on certain performance criteria of the Bank. See
"--Employment Agreement."
The following table provides certain information concerning the value
of stock options held by the Named Executive Officer as of December 31, 1999:
<TABLE>
<CAPTION>
FISCAL YEAR END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS
AS OF 12/31/99 AS OF 12/31/99
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE(1)
- -------------------- -------------------- --------------------
<S> <C> <C>
Patrick G. Blanchard 1,853/5,556 $0/$0
- --------------------
</TABLE>
(1) Dollar values calculated by determining the difference between the
estimated fair market value of the Company's common stock at December 31,
1999 ($13.50) and the exercise price of such options. The fair market
value was determined by reference to the closing price of the common
stock as of December 31, 1999.
COMPENSATION OF DIRECTORS
During fiscal 1999, each director of the Bank received director's fees
of $200 for each regular Board meeting attended, $100 for each special Board
meeting attended, and $25 for each committee meeting attended. Directors of the
Company currently do not receive any compensation for services provided to the
Company.
CERTAIN TRANSACTIONS
The Bank extends loans from time to time to certain of the Company's
directors, their associates and members of the immediate families of the
directors and executive officers of the Company. These loans are made in the
ordinary course of business on substantially the same terms, including interest
rates, collateral and repayment terms, as those prevailing at the time for
comparable transactions with persons not affiliated
12
<PAGE> 15
with the Company or the Bank, and do not involve more than the normal risk of
collectibility or present other unfavorable features.
INDEPENDENT PUBLIC ACCOUNTANTS
Representatives of Cherry, Bekaert & Holland, L.L.P., the Company's
independent public accountants, are expected to be present at the Annual Meeting
and will have the opportunity to make a statement if they desire to do so and to
respond to appropriate questions.
ANNUAL REPORT TO SHAREHOLDERS AND REPORTS ON FORM 10-KSB
Additional information concerning the Company, including financial
statements of the Company, is provided in the Company's 1999 Annual Report to
Shareholders that accompanies this proxy statement. The Company's Annual Report
on Form 10-KSB for the year ended December 31, 1999, as filed with the
Securities and Exchange Commission, is available to shareholders who make a
written request therefor to Mr. J. Harold Ward, Jr., at the offices of the
Company, P.O. Box 1560, Thomson, Georgia 30824. Copies of exhibits filed with
that report or referenced therein will be furnished to shareholders of record
upon request and payment of the Company's expenses in furnishing such documents.
SHAREHOLDER PROPOSALS
The deadline for submission of shareholder proposals pursuant to Rule
14a-8 of the Securities Exchange Act of 1934 for inclusion in the Company's
proxy statement for the 2001 Annual Meeting of Shareholders is December 27,
2000. Additionally, the Company must receive notice of any shareholder proposal
to be submitted at the 2001 Annual Meeting of Shareholders (but not required to
be included in the Company's proxy statement) by March 11, 2001, or such
proposal will be considered untimely pursuant to Rule 14a-4 and 14a-5(e) under
the Exchange Act and the persons named in the proxies solicited by management
may exercise discretionary voting authority with respect to such proposal.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before
the Annual Meeting. However, if other matters should come before the Annual
Meeting it is the intention of the persons named in the enclosed form of Proxy
to vote the Proxy in accordance with their judgment of what is in the best
interest of the Company.
By Order of The Board of Directors,
/s/ J. Harold Ward, Jr.
-----------------------------------
J. Harold Ward, Jr.
Secretary
Thomson, Georgia
April 25, 2000
13
<PAGE> 16
GEORGIA-CAROLINA BANCSHARES, INC.
REVOCABLE PROXY
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
GEORGIA-CAROLINA BANCSHARES, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS.
The undersigned hereby appoints Phillip G. Farr and Samuel A. Fowler, Jr.
and each of them, with full power of substitution to each, the proxies of the
undersigned to vote all shares of common stock of Georgia-Carolina Bancshares,
Inc., $.001 par value per share (the "Common Stock") which the undersigned would
be entitled to vote if personally present at the 2000 Annual Meeting of
Shareholders (the "Annual Meeting") of Georgia-Carolina Bancshares, Inc. (the
"Company") to be held on Wednesday, May 17, 2000 at 4:30 p.m. at the Company's
main office, 110 East Hill Street, Thomson, Georgia, or at any adjournments or
postponements thereof upon the following:
1. To elect the following five directors for a term of three years and until
their successors are elected and qualified:
Patrick G. Blanchard, David W. Joesbury, Sr., John W. Lee, Robert N. Wilson,
Jr., Bennye M. Young
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
"FOR ALL EXCEPT" and mark through that nominee's name.
2. To transact such other business as may lawfully come before the Annual
Meeting or any adjournments or postponements thereof.
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ABOVE NOMINEES AND UNLESS
INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACES PROVIDED, THIS PROXY
WILL BE SO VOTED.
(Continued and to be dated and signed on reverse side.)
IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE
VOTED BY THOSE NAMED HEREIN AS DETERMINED BY A MAJORITY OF THE BOARD OF
DIRECTORS OF THE COMPANY.
Please date and sign this
Proxy exactly as name(s)
appears on the mailing label.
------------------------------
Stockholder sign above
------------------------------
Co-holder (if any) sign above
Print Name(s):
--------------------------------------------------------------------------
NOTE: When signing as an
attorney, trustee, executor,
administrator or guardian,
please give your title as
such. If a corporation or
partnership, give full name by
authorized officer. In the
case of joint tenants, each
joint owner must sign.
Dated:
------------------------------
I plan to attend the Annual Meeting. Yes No
--------- ---------
