SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Great Pee Dee Bancorp, Inc.
----------------------------------------
(Name of Registrant as Specified in its Charter)
John J. Gorman, Esq.
Luse Lehman Gorman Pomerenk & Schick
5335 Wisconsin Avenue, N.W., Suite 400
Washington, D.C. 20015
----------------------------------------
(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:
______________________________
[ ] 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 Number:
_____________________
3) Filing Party:
____________________
4) Date Filed:
<PAGE>
Great Pee Dee Bancorp, Inc.
515 Market Street
Cheraw, South Carolina 29520
(843) 537-7656
September 17, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders of
Great Pee Dee Bancorp, Inc. (the "Company"), which will be held at the Matheson
Memorial Library, 227 Huger Street, Cheraw, South Carolina at 2:00 p.m. (South
Carolina time) on Tuesday, October 19, 1999.
The enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted. During the meeting we will also report on the
operations of the Company and First Federal Savings and Loan Association of
Cheraw (the "Association"), the wholly-owned subsidiary of the Company.
Directors and officers of the Company and Association will be present to respond
to any questions that stockholders may have. Also enclosed for your review is
our Annual Report to Stockholders, which contains detailed information
concerning the activities and operating performance of the Company.
The business to be conducted at the Annual Meeting consists of the election of
three directors and the ratification of the appointment of independent auditors
for the fiscal year ending June 30, 2000. The Board of Directors of the Company
has determined that the matters to be considered at the Annual Meeting are in
the best interest of the Company and its stockholders, and the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.
On behalf of the Board of Directors, we urge you to sign, date and return the
enclosed proxy card as soon as possible even if you currently plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will assure
that your vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ Herbert W. Watts
Herbert W. Watts
President and Chief Executive Officer
<PAGE>
Great Pee Dee Bancorp, Inc.
515 Market Street
Cheraw, South Carolina 29520
(843) 537-7656
NOTICE OF
1999 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On October 19, 1999
Notice is hereby given that the Annual Meeting of Stockholders of Great
Pee Dee Bancorp, Inc. (the "Company") will be held at the Matheson Memorial
Library, 227 Huger Street, Cheraw, South Carolina, on Tuesday, October 19, 1999
at 2:00 p.m., South Carolina time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of three directors;
2. The ratification of Dixon, Odom PLLC as independent auditors
for the fiscal year ending June 30, 2000; and
such other matters as may properly come before the Annual Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual
Meeting on the date specified above, or on any date or dates to which the Annual
Meeting may be adjourned. Stockholders of record at the close of business on
September 10, 1999, are the stockholders entitled to vote at the Annual Meeting,
and any adjournments thereof. A list of stockholders entitled to vote at the
Annual Meeting will be available at First Federal Savings and Loan Association
of Cheraw, 515 Market Street, Cheraw, South Carolina for a period of ten days
prior to the Annual Meeting and will also be available for inspection at the
meeting itself.
By Order of the Board of Directors
/s/ Johnnie L. Craft
Johnnie L. Craft
Secretary
Cheraw, South Carolina
September 17, 1999
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
Great Pee Dee Bancorp, Inc.
515 Market Street
Cheraw, South Carolina 29520
(843) 537-7656
-------------------------------------
PROXY STATEMENT
-------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
October 19, 1999
-------------------------------------
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Great Pee Dee Bancorp, Inc.
(the "Company") to be used at the Annual Meeting of Stockholders of the Company
(the "Annual Meeting"), which will be held at the Matheson Memorial Library, 227
Huger Street, Cheraw, South Carolina, on Tuesday, October 19, 1999, at 2:00
p.m., South Carolina time, and at all adjournments of the Annual Meeting. The
accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement
are first being mailed to stockholders on or about September 17, 1999.
Regardless of the number of shares of Common Stock owned, it is
important that stockholders be represented by proxy or be present in person at
the Annual Meeting. Stockholders are requested to vote by completing the
enclosed Proxy Card and returning it, signed and dated, in the enclosed
postage-paid envelope. Stockholders are urged to indicate the way they wish to
vote in the spaces provided on the proxy card. Proxies solicited by the Board of
Directors of the Company will be voted in accordance with the directions given
therein. Where no instructions are indicated, signed proxies will be voted FOR
the election of the nominees for director named in this Proxy Statement, and FOR
the ratification of Dixon, Odom PLLC as independent auditors for the fiscal year
ending June 30, 2000.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxyholders discretionary authority to vote
the shares in accordance with their best judgement on such other business, if
any, that may properly come before the Annual Meeting or any adjournments
thereof.
Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon. WHERE
<PAGE>
NO INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED "FOR" THE PROPOSALS SET
FORTH IN THIS PROXY STATEMENT FOR CONSIDERATION AT THE ANNUAL MEETING.
Proxies may be revoked at any time prior to exercise by sending written
notice of revocation to the Secretary of the Company, Johnnie L. Craft, at the
address of the Company shown above, or by delivering to the Company a duly
executed proxy bearing a later date. The presence at the Annual Meeting of any
stockholder who had given a proxy shall not revoke such proxy unless the
stockholder delivers his or her ballot in person at the Annual Meeting or
delivers a written revocation to the Secretary of the Company prior to the
voting of such proxy.
The cost of solicitation of proxies in the form enclosed herewith will
be borne by the Company. Proxies may also be solicited personally or by mail and
telephone by the Company's Directors, officers and regular employees, without
additional compensation therefor. The Company will also request persons, firms
and corporations holding shares in their names, or in the name of their
nominees, which are beneficially owned by others, to send proxy material to and
obtain proxies from such beneficial owners, and will reimburse such holders for
their reasonable expenses in doing so.
VOTING SECURITIES
Holders of record of the Company's common stock, par value $.01 per
share (the "Common Stock") as of the close of business on September 10, 1999
(the "Record Date") are entitled to one vote for each share then held, except as
described below. As of the Record Date, the Company had 1,984,777 shares of
Common Stock issued and outstanding (excluding treasury shares). The presence,
in person or by proxy, of at least a majority of the total number of shares of
Common Stock outstanding and entitled to vote is necessary to constitute a
quorum at this Annual Meeting. In the event there are not sufficient votes for a
quorum, or to approve or ratify any matter being presented, at the time of this
Annual Meeting, the Annual Meeting may be adjourned in order to permit the
further solicitation of proxies.
In accordance with the provisions of the Company's Certificate of
Incorporation, record holders of Common Stock who beneficially own in excess of
10% of the outstanding shares of Common Stock (the "Limit") are not entitled to
any vote with respect to the shares held in excess of the Limit. The Company's
Certificate of Incorporation authorizes the Board of Directors (i) to make all
determinations necessary to implement and apply the Limit, including determining
whether persons or entities are acting in concert, and (ii) to demand that any
person who is reasonably believed to beneficially own stock in excess of the
Limit supply information to the Company to enable the Board to implement and
apply the Limit.
2
<PAGE>
VOTING PROCEDURES AND METHOD OF COUNTING VOTES
As to the election of Directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote FOR the election of the three
nominees proposed by the Board, or to WITHHOLD AUTHORITY to vote for the
nominees being proposed. Under Delaware law and the Company's Certificate of
Incorporation and Bylaws, Directors are elected by a plurality of votes cast,
without regard to either broker non-votes, or proxies as to which authority to
vote for the nominees being proposed is withheld.
As to the ratification of the appointment of independent auditors, the
proxy card being provided by the Board of Directors enables a stockholder to
check the appropriate box on the proxy card to (i) vote "FOR", (ii) vote
"AGAINST", or (iii) vote to "ABSTAIN" from voting on, such matter. An
affirmative vote of the holders of a majority of the Common Stock present at the
Annual Meeting, in person or by proxy, and entitled to vote is required to
constitute ratification by the stockholders. Shares as to which the "ABSTAIN"
box has been selected on the proxy card will be counted as shares present and
entitled to vote and will have the effect of a vote against the matter for which
the "ABSTAIN" box has been selected. In contrast, broker non-votes will not be
counted as shares present and entitled to vote and will have no effect on the
vote on the matter presented.
Proxies solicited hereby will be returned to the Company, and will be
tabulated by an inspector of election designated by the Board.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Persons and groups who beneficially own in excess of 5% of the Common
Stock are required to file certain reports with the Company and with the
Securities and Exchange Commission (the "SEC") regarding such ownership pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act"). The following table
sets forth information regarding each person known to be beneficial owner of
more than 5% of the Company's outstanding shares of Common Stock on the Record
Date.
<TABLE>
<CAPTION>
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owner Ownership Outstanding
------------------- ---------------- -----------------
<S> <C> <C>
The Great Pee Dee Bancorp, Inc. 174,464(1) 8.6%
Employee Stock Ownership Plan and Trust
515 Market Street
Cheraw, South Carolina 29520
First Citizens Bancorporation of South Carolina, Inc. 109,000(2) 5.4%
1230 Main Street
Columbia, South Carolina 29201
</TABLE>
- --------------------------------
(1) Under The Great Pee Dee Bancorp, Inc. Employee Stock Ownership Plan and
Trust (the "ESOP"), shares allocated to participants' accounts are voted in
accordance with the participants' directions. Unallocated shares held by
the ESOP are voted by the Trustees in the manner calculated to most
accurately reflect the instructions they have received from the
participants regarding the allocated shares. As of the Record Date, 12,390
shares of Common Stock have been allocated to the accounts of employees
under the ESOP. The Trustees of the ESOP are the Outside Directors of the
Company.
(2) Based on a Schedule 13D filed November 12, 1998.
3
<PAGE>
PROPOSAL 1--ELECTION OF DIRECTORS
Directors of the Company are generally elected to serve for a
three-year period or until their respective successors shall have been elected
and shall qualify. Each of the Directors of the Company also serves on the board
of directors of First Federal Savings and Loan Association of Cheraw (the
"Association"). Three directors will be elected at the Annual Meeting to serve
for a three-year period and until a successor has been elected and qualified.
The Board of Directors has nominated James C. Crawford, III, Herbert W. Watts
and Cornelius B. Young to serve as directors. All of the nominees currently
serve as members of the Board of Directors.
The table below sets forth certain information regarding the
composition of the Company's Board of Directors, including the terms of office
of Board members. It is intended that the proxies solicited on behalf of the
Board of Directors will be voted at the Annual Meeting for the election of the
nominees identified below (unless otherwise directed on the proxy card). If a
nominee is unable to serve, the shares represented by all such proxies will be
voted for the election of such substitute as the Board of Directors may
recommend. At this time, the Board of Directors knows of no reason why the
nominees might be unable to serve, if elected.
<TABLE>
<CAPTION>
Term to Shares of
Expire following Common Stock
Positions Fiscal Year Beneficially
Held in the Director Ending Owned on Percent
Name Age(1) Company Since(2) June 30 Record Date(3) Of Class
----- --- ------- ----- ------- --------------- --------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Herbert W. Watts 55 President, Chief 1977 2002 62,712(4) 2.3%
Executive Officer
and Director
James C. Crawford, III 42 Director 1992 2002 57,085(5)(6) 2.8
Cornelius B. Young 66 Director 1985 2002 44,885(5)(6) 2.2
DIRECTORS CONTINUING IN OFFICE
Robert M. Bennett 67 Director 1973 2000 34,885(5) 1.7
William R. Butler 50 Director 1992 2000 34,885(5) 1.7
Henry P. Duvall, IV 68 Director 1964 2001 23,042(5) 1.1
John S. Long 45 Director, Vice President and 1998 2001 25,522(7) 1.3
Chief Operating Officer
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Johnnie L. Craft 56 Secretary and Treasurer n/a n/a 20,971(8) 1.1
All Directors and Executive Officers 265,587(9) 13.4%
as a Group (8 persons)
</TABLE>
- ------------------------------------
* Less than 1%.
(1) As of June 30, 1999.
(2) Reflects initial appointment to the Board of Directors of the Association,
the Company's subsidiary.
(3) Includes shares owned directly and indirectly as well as shares owned by
the individual's spouse and minor children.
(4) Includes 16,515 shares granted under the RRP Plan subject to future vesting
but as to which voting may currently be directed.
(5) Includes 4,600 shares held by a deferred compensation plan as to which all
outside directors serve as trustee.
(6) Includes 20,000 shares owned by the First Federal Savings and Loan
Association of Cheraw Foundation, as to which Messrs. Crawford and Young
serve as directors. (Footnotes continued on following page)
4
<PAGE>
(7) Includes 10,902 shares granted under the RRP Plan subject to future vesting
but as to which voting may currently be directed.
(8) Includes 6,606 shares granted under the RRP Plan subject to future vesting
but as to which voting may currently be directed.
(9) Excludes 174,464 shares of Common Stock, or 8.6% of the shares of Common
Stock outstanding, owned by the Company's ESOP for the benefit of the
employees of the Association. The ESOP Administrative Committee administers
the ESOP. Under the terms of the ESOP, shares of Common Stock allocated to
the account of employees are voted in accordance with the instructions of
the respective employees. Unallocated shares are voted by the ESOP Trustees
in the manner calculated to most accurately reflect the instructions they
have received from the participants regarding the allocated shares, unless
their fiduciary duties require otherwise. As of the Record Date, 12,390
shares of Common Stock have been allocated under the ESOP, including 6,404
shares allocated to the executive officers and included in the above table.
The Trustees of the ESOP are Directors of the Company.
Directors
The principal occupation during the past five years of each director and
executive officer of the Company is set forth below. All directors have held
their present positions for five years unless otherwise stated.
HERBERT W. WATTS is the President and Chief Executive Officer of the
Association. Mr. Watts has been employed by the Association in various
capacities since 1973.
ROBERT M. BENNETT is President of Bennett Motor Company, a General Motors
dealership located in Cheraw, South Carolina.
WILLIAM R. BUTLER is the owner of P&H Pharmacy which is a retail pharmacy
located in Cheraw, South Carolina. Mr. Butler is a licensed pharmacist.
JAMES C. CRAWFORD III is the Chief Operating Officer of B.C. Moore & Sons,
Inc., a department store chain.
HENRY P. DUVALL IV is retired. Prior to his retirement, Mr. Duvall was the
President and Chief Executive Officer of Cheraw Hardware and Supply Company.
CORNELIUS B. YOUNg is retired. Prior to his retirement, Mr. Young was a
Senior Manager of Delta Mills, a division of Delta-Woodside, Inc., a textile
manufacturing company.
JOHN S. LONG became Vice President of the Association in November 1997.
Prior to joining Association, Mr. Long was Senior Vice President of The County
Bank.
Executive Officers Who Are Not Directors
JOHNNIE L. CRAFT has been the Secretary and Treasurer of the Association
since 1988.
5
<PAGE>
Committees and Meetings of the Board of Directors
The business of the Company and the Association is conducted through
regular and special meetings of the Board of Directors and its committees. The
Board of Directors of the Company met five times during fiscal 1999. During the
fiscal year ended June 30, 1999, the Board of Directors of the Association held
24 meetings. No director attended fewer than 75% of the total meetings held by
the Board of Directors and the committees on which such director served, with
respect to each of the Company and the Association. The following is a
discussion of certain committees of the Association. The Association's Audit
Committee functions as the audit committee of the Company, and the Association's
Personnel Committee functions as the personnel committee of the Company.
The Audit Committee consists of Directors Butler, Crawford and Young.
The Audit Committee meets as needed to review the audit reports prepared by the
Company's independent auditor, and meets periodically with the Company's
management in order to set asset classifications. In addition, the committee
annually reviews the Company's audit policies and recommends any necessary
changes to the Board of Directors. During fiscal 1999, the Audit Committee held
one meeting.
The Budget and Finance Investments Committee meets periodically to
review the Company's investment policies, and it is authorized to make security
investments on behalf of the Company. The Budget and Finance Investments
Committee is composed of Directors Bennett, Crawford, Watts, Young and Long, and
in the absence of a member, any one of the other members of the Board of
Directors may be substituted for the absent member of the committee. During
fiscal 1999, this committee met five times.
The Personnel Committee consists of all outside Directors. The
Personnel Committee reviews compensation, officer promotions, benefits and other
matters of personnel policy and practice. During fiscal 1999, this committee met
two times.
While the Board will consider nominees recommended by the stockholders,
it has not actively solicited recommendations from stockholders. Nominations by
stockholders must comply with certain procedural and informational requirements
set forth in the Company's Bylaws. See "Advance Notice of Business to be
Conducted at an Annual Meeting." The Board of Directors met once in its capacity
as the nominating committee during fiscal 1999.
Director Compensation
The Association pays a $700 monthly retainer to each of its directors,
except for the Chairman, who is paid a $2,200 monthly retainer. Each director is
also paid $150 for each meeting attended. The Company does not pay fees to its
directors.
6
<PAGE>
Executive Compensation
The following table sets forth information as to annual, long term and
other compensation for services in all capacities to the President and Chief
Executive Officer for the fiscal years ended June 30, 1999, 1998 and 1997. No
executive officers earned over $100,000 in salary and bonuses during fiscal
1999. Set forth below is information regarding the compensation of Herbert W.
Watts, President and Chief Executive Officer of the Company and the Association.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation(1) Awards
- ----------------------------------------------------------------------------------------------------------------------------
Other Restricted
Annual Stock Options/ All Other
Name and Principal Fiscal Compensation Award SARs Compensation
Position Year(1) Salary($) Bonus($) ($)(2) ($) (#) ($)(4)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Herbert W. Watts, 1999 $78,000 $5,000 $12,150 $66,072(3) -- $16,449
President and Chief 1998 73,000 6,500 16,200 -- -- 10,166
Executive Officer 1997 70,275 8,981 8,000 -- -- --
====================================== ============ ============ ================ ============= ============================
</TABLE>
- ---------------
(1) For the fiscal year ended June 30.
(2) Includes directors fees and deferred compensation.
(3) Represents the market value of 5,506 shares awarded and vested in fiscal
1999 pursuant to the Company's 1998 Recognition and Retention Plan (the
"RRP Plan"). A total of 22,021 shares were granted, which shares vest in
four equal annual installments commencing on January 7, 1999. At June 30,
1999, 16,515 shares remained subject to future vesting, which shares had a
market value of $213,663, based on the closing stock price on that date.
(4) Represents the market value of shares allocated to the executive's ESOP
account at June 30, 1999.
Employment Agreements. The Association has entered into employment
agreements with Mr. Watts and Mr. Long that provide for a term of thirty-six
months. On each anniversary date, the agreements may be extended for an
additional twelve months, so that the remaining term shall be thirty-six months.
If the agreements are not renewed, the agreements will expire thirty-six months
following the anniversary date. The current Base Salary for Mr. Watts is $80,730
and for Mr. Long is $74,625. The Base Salary may be increased but not decreased.
In addition to the Base Salary, the agreement provides for, among other things,
participation in stock benefit plans and other employee and fringe benefits
applicable to executive personnel. The agreements provide for termination by the
Association for cause at any time. In the event the Association terminates the
executive's employment for reasons other than for cause, or in the event of the
executive's resignation from the Association upon (i) failure to re-elect the
executive to his current offices, (ii) a material change in the executive's
functions, duties or responsibilities, or relocation of his principal place of
employment by more than thirty (30) miles, (iii) liquidation or dissolution of
the Association, or (iv) a breach of the agreement by the Association, the
executive, or in the event of death, his beneficiary would be entitled to
severance pay in an amount equal to three times the annual rate of Base Salary
(which includes any salary deferred at the election of Mr.
7
<PAGE>
Watts) at the time of termination, plus the highest annual cash bonus paid to
him during the prior three years. The Association would also continue the
executive's life, health, dental and disability coverage for the remaining
unexpired term of the agreement.
The executives employment may be terminated upon his attainment of
normal retirement age (i.e., age 65) or in accordance with any retirement policy
established by the Association (with executive's consent). Upon retirement, the
executive will be entitled to all benefits available to him under any retirement
or other benefit plan maintained by the Association. In the event of the
executive's disability for a period of six months, the Association may terminate
the agreement provided that the Association will be obligated to pay the
executive his Base Salary for the remaining term of the agreement or one year,
whichever is longer, reduced by any benefits paid to the executive pursuant to
any disability insurance policy or similar arrangement maintained by the
Association. In the event of the executive's death, the Association will pay his
Base Salary to his named beneficiaries for one year following his death, and
will also continue medical, dental, and other benefits to his family for one
year.
The employment agreements provide that, following termination of
employment, the executive will not compete with the Association for a period of
one year, provided, however, that in the event of a termination in connection
with a change in control, the non-compete provisions will not apply.
Incentive Stock Option Plans. The Board of Directors of the Company has
established a stock option plan which provides discretionary awards to its
officers and key employees. The grant of awards to employees under the options
plan was determined by the Board of Directors.
Set forth in the table that follows is information relating to options
granted under the stock option plan to the Named Executive Officer during 1999.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
==========================================================================================================================
Individual Grants
- --------------------------------------------------------------------------------------------------------------------------
Percent of Total
Options Granted Grant Date Present
to Employees in Exercise or Expiration Value (1)
Name Options Granted FY 1999 Base Price Date
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Herbert W. Watts 55,053 44% $12.00 1/7/2009 $146,992
=========================== ================= =================== ============= ============== ========================
- -----------------------------------
</TABLE>
(1) The grant date present value was derived using the Black-Scholes option
pricing model with the following assumptions: volatility of 20%; risk
free rate of return of 5.25%; dividend yield of 3.00%; and a seven year
option life.
8
<PAGE>
Set forth below is certain information concerning options outstanding
to the Named Executive Officer at June 30, 1999, and the options exercised by
the Named Executive Officer during 1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
=========================================================================================================================
Number of Unexercised Value of Unexercised In-
Options at The-Money Options at
Shares Acquired Value Year-End Year-End (1)
Name Upon Exercise Realized -----------------------------------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
(#) ($)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Herbert W. Watts........... 0 $-- 0/55,053 $0/ $51,612
=========================== ================= ================= ========================== ==========================
- ------------------------------------
</TABLE>
(1) Equals the difference between the aggregate exercise price of such
options and the aggregate fair market value of the shares of Common
Stock that would be received upon exercise, assuming such exercise
occurred on June 30, 1999, at which date the last trade price of the
Common Stock as quoted on the Nasdaq National Market was $12.9375.
Transactions With Certain Related Persons
The Association has followed a policy of offering to the directors and
officers real estate mortgage loans secured by their principal residence as well
as other loans. All of the loans to the directors and officers are made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with the general public, and
do not involve more than minimal risk of collectibility. Loans to directors,
executive officers and their associates totaled $372,105 at June 30, 1999.
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
AUDITORS
The Company's independent auditors for the fiscal year ended June 30,
1999 were Dixon, Odom PLLC. The Company's Board of Directors has reappointed
Dixon, Odom PLLC to continue as independent auditors of the Company for the
fiscal year ending June 30, 2000, subject to ratification of such appointment by
the stockholders. It is expected that a representative of Dixon, Odom PLLC will
attend the Annual Meeting and will be given the opportunity to make a statement
if they desire to do so and will be available to respond to appropriate
questions from shareholders present at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF DIXON, ODOM PLLC AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING JUNE 30, 2000.
9
<PAGE>
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED
AT AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for
certain business, or nominations to the Board of Directors, to be brought before
an annual meeting. In order for a stockholder to properly bring business before
an annual meeting, or to propose a nominee to the Board, the stockholder must
give written notice to the Secretary of the Company not less than ninety (90)
days before the date fixed for such meeting; provided, however, that in the
event that less than one hundred (100) days notice or prior public disclosure of
the date of the meeting is given or made, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. The notice must include the stockholder's name,
record address, and number of shares owned by the stockholder, describe briefly
the proposed business, the reasons for bringing the business before the annual
meeting, and any material interest of the stockholder in the proposed business.
In the case of nominations to the Board, certain information regarding the
nominee must be provided. Nothing in this paragraph shall be deemed to require
the Company to include in its proxy statement and proxy relating to an annual
meeting any stockholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.
The date on which the 2000 Annual Meeting of Stockholders is expected
to be held is October 18, 2000. Accordingly, advance written notice of business
or nominations to the Board of Directors to be brought before the 2000 Annual
Meeting of Stockholders must be given to the Company no later than July 21,
2000.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy material
for next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's office, 515 Market
Street, Cheraw, South Carolina 29520, no later than May 19, 2000. Any such
proposals shall be subject to the requirements of the proxy rules adopted under
the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Johnnie L. Craft
Johnnie L. Craft
Secretary
Cheraw, South Carolina
September 17, 1999
10
<PAGE>
PROXY
GREAT PEE DEE BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
October 19, 1999
The undersigned hereby appoints the proxy committee of the Board of
Directors of Great Pee Dee Bancorp, Inc. (the "Company"), with full powers of
substitution to act as attorneys and proxies for the undersigned to vote all
shares of Common Stock of the Company that the undersigned is entitled to vote
at the 1999 Annual Meeting of Stockholders ("Meeting") to be held at the
Matheson Memorial Library, 227 Huger Street, Cheraw, South Carolina, at 2:00
p.m., (South Carolina time) on Tuesday, October 19, 1999. The proxy committee is
authorized to cast all votes to which the undersigned is entitled as follows:
1. The election as directors of the nominees VOTE
listed below (except as marked to the FOR WITHHELD
contrary below) for a three-year term: --- --------
[_] [_]
James C. Crawford, III
Herbert W. Watts
Cornelius B. Young
INSTRUCTION: To withhold your vote for
any individual nominee, mark "Withheld"
and write that nominee's name on the space
provided.
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FOR AGAINST ABSTAIN
2. The ratification of the appointment of Dixon, --- ------- -------
Odom PLLC as auditors for the [_] [_] [_]
fiscal year ending June 30, 2000
The Board of Directors recommends a vote "FOR" each of the listed proposals.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THE
MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. This proxy may also be revoked by sending written notice to
the Secretary of the Company at the address set forth on the Notice of Annual
Meeting of Stockholders, or by the filing of a later dated proxy statement prior
to a vote being taken on a particular proposal at the Meeting.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of notice of the Meeting, a proxy statement dated
September 17, 1999, and audited financial statements.
Dated: _________________, 1999 |_| Check Box if You Plan to Attend Meeting
- ------------------------------- -----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------- -----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
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PLEASE COMPLETE AND DATE THIS PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
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