<PAGE> 1
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
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Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Southeast Commerce Holding Company
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
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Payment of filing fee (Check the appropriate box):
[X] No fee required.
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<PAGE> 2
SOUTHEAST COMMERCE HOLDING COMPANY
2410 PACES FERRY ROAD
ATLANTA, GEORGIA 30339
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Dear Fellow Shareholder:
We cordially invite you to attend the 1999 Annual Meeting of
Shareholders of Southeast Commerce Holding Company, the holding company for
Commerce Bank. At the meeting, we will report on our performance in 1998 and
answer your questions. We are excited about our accomplishments since we opened
Commerce Bank in August 1998 and look forward to discussing both our
accomplishments and our plans with you. We hope that you can attend the meeting
and look forward to seeing you there.
This letter serves as your official notice that we will hold the
meeting on May 3, 1999 at 4 p.m. at our offices at 2410 Paces Ferry Road
Atlanta, Georgia, for the following purposes:
1. To elect three members to the Board of Directors;
2. To consider a proposal to approve the company's 1998 Stock
Incentive Plan; and
3. To transact any other business that may properly come before
the meeting or any adjournment of the meeting.
Shareholders owning our common stock at the close of business on March
29, 1999 are entitled to attend and vote at the meeting. A complete list of
these shareholders will be available at the company's offices prior to the
meeting.
Please use this opportunity to take part in the affairs of your company
by voting on the business to come before this meeting. Even if you plan to
attend the meeting, we encourage you to complete and return the enclosed proxy
to us as promptly as possible.
By Order of the Board of Directors,
Richard A. Parlontieri
Chairman and Chief Executive Officer
Atlanta, Georgia
April 9, 1999
<PAGE> 3
SOUTHEAST COMMERCE HOLDING COMPANY
2410 PACES FERRY ROAD
ATLANTA, GEORGIA 30339
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 3, 1999
Our Board of Directors is soliciting proxies for the 1999 Annual
Meeting of Shareholders. This proxy statement contains important information for
you to consider when deciding how to vote on the matters brought before the
meeting. We encourage you to read it carefully.
VOTING INFORMATION
The Board set March 29, 1999 as the record date for the meeting.
Shareholders owning our common stock at the close of business on that date are
entitled to attend and vote at the meeting, with each share entitled to one
vote. There were 1,469,250 shares of common stock outstanding on the record
date. A majority of the outstanding shares of common stock represented at the
meeting will constitute a quorum.
When you sign the proxy card, you appoint Richard A. Parlontieri and
Louis J. Douglass, III as your representatives at the meeting. Mr. Parlontieri
and Mr. Douglass will vote your proxy as you have instructed them on the proxy
card. If you submit a proxy but do not specify how you would like it to be
voted, Mr. Parlontieri and Mr. Douglass will vote your proxy for the election to
the Board of Directors of all nominees listed below under "Election Of
Directors" and for approval of the 1998 Stock Incentive Plan. We are not aware
of any other matters to be considered at the meeting. However, if any other
matters come before the meeting, Mr. Parlontieri and Mr. Douglass will vote your
proxy on such matters in accordance with their judgment.
You may revoke your proxy and change your vote at any time before the
polls close at the meeting. You may do this by signing and delivering another
proxy with a later date or by voting in person at the meeting.
We are paying for the costs of preparing and mailing the proxy
materials and of reimbursing brokers and others for their expenses of forwarding
copies of the proxy materials to our shareholders. Our officers and employees
may assist in soliciting proxies but will not receive additional compensation
for doing so. We are distributing this proxy statement on or about April 9,
1999.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The Board of Directors is divided into three classes with staggered
terms, so that the terms of only approximately one-third of the Board members
expire at each annual meeting. The current terms of the Class I directors will
expire at the meeting. The terms of the Class II directors expire at the 2000
Annual Shareholders Meeting. The terms of the Class III directors will expire at
the 2001 Annual Shareholders Meeting. Our directors and their classes are:
Class I Class II Class III
Terry L. Ferrero Gary M. Bremer Frank E. Perisino
G. Webb Howell Richard C. Carter Richard A. Parlontieri
Louis J. Douglass, III Stephen R. Gross
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Shareholders will elect two nominees as Class I directors at the
meeting to serve a three-year term, expiring at the 2002 Annual Meeting of
Shareholders. Shareholders will also elect one nominee as a Class III director
at the meeting, to serve a two-year term expiring at the 2001 Annual Meeting of
Shareholders. The directors will be elected by a plurality of the votes cast at
the meeting. This means that the three nominees receiving the highest number of
votes will be elected. Abstentions and broker non-votes will not be considered
to be either affirmative or negative votes.
Stephen R. Gross is up for reelection as a Class III director at the
meeting because he was appointed by the Board of Directors in September 1998 to
serve until the 1999 Annual Shareholders Meeting. Although Mr. Gross was an
organizer of Commerce Bank, due to a conflict he was not able to join the Board
of Directors until September 1998. In April 1999, Mr. Donnie Russell resigned
his position as a Class I director due to time constraints with his other
business interests. The Board of Directors does not anticipate replacing Mr.
Russell prior to the meeting, and therefore it has reduced the size of the Board
to eight members to reflect Mr. Russell's resignation. However, when the Board
subsequently locates a qualified candidate to replace Mr. Russell, it intends to
increase the Board back to nine members and appoint the candidate to serve a
term until the 2000 Annual Meeting of Shareholders.
The Board of Directors recommends that you elect Terry L. Ferrero and
G. Webb Howell as Class I directors and Stephen R. Gross as a Class III
director.
If you submit a proxy but do not specify how you would like it to be
voted, Mr. Parlontieri and Mr. Douglass will vote your proxy to elect Mr.
Ferrero, Mr. Gross, and Mr. Howell. If any of these nominees is unable or fails
to accept nomination or election (which we do not anticipate), Mr. Parlontieri
and Mr. Douglass will vote instead for a replacement to be recommended by the
Board of Directors, unless you specifically instruct otherwise in the proxy.
Set forth below is certain information about the nominees:
Terry L. Ferrero, age 47, is President and Chief Executive Officer of
American Wholesale Building Supply Company, a wholesale distributor of building
supplies in Georgia, Alabama, Florida, South Carolina, and Tennessee. Prior to
founding American Wholesale, Mr. Ferrero was a sales executive with Building
Products Division of United States Steel Corporation for over 15 years. Mr.
Ferrero serves on numerous advisory boards for the building supply industry. He
is active with several charities, including Habitat for Humanity, United
Cerebral Palsy, and Scottish Rite Hospital. Mr. Ferrero has been a director of
the company since its formation. He was also an organizer and is a director of
Commerce Bank.
Stephen R. Gross, age 51, is a founding member of HLB Gross Collins,
P.C., a full-service CPA firm in Atlanta, Georgia. He was Regional Managing
Partner, National Director of Business Consulting, and a member of the Executive
Committee of the predecessor national accounting firm. Mr. Gross, a native of
Atlanta, graduated from Duke University with a focus in corporate finance and
attended Georgia State University graduate school, majoring in accounting and
tax. He has taught business planning, real estate services, and computer
consulting to CPAs throughout Georgia and has been a national speaker and
trainer on these subjects. Mr. Gross also serves as a director of M2 Direct,
Inc., a direct marketing company; the Concert Investment Series Funds, a $7
billion family of mutual funds managed by Salomon Smith Barney, Inc.; Ikon
Ventures, Inc., a public specialty chemical company based in London; and
SuperCorp, Inc., a financial services company. Mr. Gross has been a director of
the company since September 1998. He was also an organizer and is a director of
Commerce Bank.
G. Webb Howell, age 45, is an agent field consultant for State Farm
Insurance in Marietta, Georgia. Mr. Howell has been in the State Farm
organization since 1974. He is a Chartered Life Underwriter and a Chartered
Financial Consultant and a member of the Atlanta chapter of both of these
organizations, as well as a member of the National Association of Life
Underwriters. Mr. Howell attended Clayton College and National Louis University.
He was an organizer of Fayette County Bank and served as a director of that bank
until December 1998. Mr. Howell has been a director of the company since its
formation. He was also an organizer and is a director of Commerce Bank.
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Set forth below is also information about each of the company's other
directors and each of its executive officers. Each of the following directors
has been a director of the company since the company's formation in 1997. Each
director is also an organizer and a director of Commerce Bank.
Gary M. Bremer, age 59, is founder and chairman of Simione Central
Holdings, Inc., a publicly traded information systems and management services
company in the home health industry. He is founder and former Chairman and Chief
Executive Officer of Central Health Services. He is currently a director and
Treasurer of NAHC (National Association of Home Care), co-founder and director
for the Foundation for Medically Fragile Children, member of the board for the
Caring Institute, member of the board for the Foundation for Hospice and Home
Care, and co-founder for the HUG Center (a non-profit organization which
provides day care services to chronically ill children). Until December 1998,
Mr. Bremer was a director of Fayette County Bank. Mr. Bremer has also served on
former Speaker Newt Gingrich's Medicare Advisory Council.
Richard C. Carter, age 49, is Vice President of Marketing with Life of
the South Insurance Company. He is a graduate of Troy State University, Troy,
Alabama, where he majored in Business Management. He has over twenty years
experience in marketing and management of health and financial services
insurance products. Mr. Carter is a charter member of the Association of Health
Insurance Agents and is a member of the National Association of Life
Underwriters, Atlanta South Association. He holds the designation of Certified
Health Consultant.
Louis J. Douglass, III, age 54, has been the President and Chief
Executive Officer of Commerce Bank since it opened in August 1998. From 1993
until he joined Commerce Bank, he served as a director and an executive vice
president of Regions Bank, Forsyth County, Georgia (formerly Peoples Bank of
Forsyth, an affiliate of First National Bank of Gainesville), where he was
responsible for branch managers, commercial lenders, construction lending
department, loan operations, and day-to-day activities of managing the bank.
Prior to his community bank experience, Mr. Douglass was with Citizens and
Southern National Bank for over 20 years. While at C&S he was responsible for
both the commercial and retail sides of the bank in several districts which
ranged in size from 16 to 24 branches throughout greater Atlanta. From 1994 to
1996, Mr. Douglass served as Treasurer of the Forsyth Rotary Club. He was also
on the Construction Committee (1995-1996), Nominating Committee (1996-1997), and
Yacht Club Committee (1997) for the Atlanta Athletic Club. From 1993 to 1996, he
served as the director for Sawnee Community Center. Mr. Douglass has also served
as a director for the Northeast Chapter of Robert Morris Associates and the
Forsyth Chamber of Commerce Economic Development Committee. From 1995 to 1996,
Mr. Douglass was involved in the Sheshunoff Affiliation Program. He has also
actively participated in the Marist Booster Club and the Georgia Bankers
Association.
Richard A. Parlontieri, age 52, has served as Chairman and Chief
Executive Officer of the company since its formation in 1997. From July 1994
until January 1998, Mr. Parlontieri was President and Chief Executive Officer of
Habersham Resource Management, a consulting firm with over 16 years experience
in the financial services industry. He was an organizer of Fayette County Bank
and served as a director of Fayette County Bank until December 1998. Mr.
Parlontieri's community involvement includes currently serving as Chairman, U.S.
Selective Service Board, past City Councilman, Peachtree City, Georgia;
Chairman, Association of Fayette County Governments; Chairman, Peachtree City
Planning Commission; President, Fayette County American Heart Association; and
Organizer/Director, Fayette Family YMCA.
Frank E. Perisino, age 54, owns and operates FMK Enterprises, Inc.,
which operates X-Press Car Rental and Leasing in Atlanta, Georgia, and the
National Car Rental Franchise for Albany, Georgia. Mr. Perisino also owns
X-Press Car Rental, Inc., a Florida corporation. He has held management
positions with Hertz and Budget Rent-A-Car, and has worked as a consultant to
car rental companies throughout the East Coast. He received an Associates Degree
in Business from Robert Morris College in Pennsylvania and a Bachelor of Science
Degree from West Liberty State College in West Virginia.
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PROPOSAL NO. 2: APPROVAL OF THE 1998 STOCK INCENTIVE PLAN
GENERAL
The Board of Directors has adopted the company's 1998 Stock Incentive
Plan effective September 1, 1998. We believe that the issuance of stock options
can promote the growth and profitability of the company by providing additional
incentives for participants to focus on the company's long-range objectives. We
also believe that stock options help us to attract and retain highly qualified
personnel and to link their interests directly to shareholder interests.
Therefore, we ask you to approve this plan at the meeting.
The plan authorizes the grant to our employees and directors of stock
options for up to 220,000 shares of common stock from time to time during the
term of the plan, subject to adjustment upon changes in capitalization. The
number of shares available for issuance under the plan will automatically
increase each year beginning January 1, 1999 by an amount equal to 3% of the
shares outstanding at that time, except that no annual increase will exceed
75,000 shares. In addition, without the approval of the Office of Thrift
Supervision, the total number of shares available under the plan will not exceed
15% of the number of outstanding shares. You may recall that we initially
intended to reserve 175,000 shares under the plan. As described in the
prospectus for our initial stock offering, however, we also intended to issue
stock warrants for 115,000 shares to the organizers of Commerce Bank (who are
also our initial directors) as compensation for the financial risks they took
and the personal efforts they expended in organizing Commerce Bank. Because we
were opening a new bank, we had to obtain regulatory approval to issue these
warrants. Shortly before our offering, the FDIC had proposed a new policy
statement that would authorize the issuance of organizer warrants. Our warrants
complied with this proposed policy statement. However, at the time of our
offering the FDIC had not yet finalized its new policy statement. The FDIC
informed us that it would postpone approval of our application for deposit
insurance until it finalized its policy statement on warrants. Therefore, to
avoid any delay in obtaining approval to open Commerce Bank, we withdrew our
proposal to grant these warrants to our organizers. Instead, we decided to grant
stock options to our organizers once we adopted our Stock Incentive Plan. By
following this approach, we were able to open Commerce Bank in August 1998, even
though the new FDIC policy statement did not become effective until October
1998. The total number of shares we have authorized under our Stock Incentive
Plan (220,000) is less than the number of shares we had planned to authorize for
issuance through the Stock Incentive Plan and organizer warrants combined
(290,000 shares).
Under the plan, the company may grant either incentive stock options
(which qualify for certain favorable tax consequences, as described below) or
nonqualified stock options. The plan will be administered by a committee
consisting of at least two members of the Board of Directors. The committee will
determine the employees and directors who will receive options and the number of
shares that will be covered by their options. The committee will also determine
the periods of time (not exceeding ten years from the date of grant in the case
of an incentive stock option) during which options will be exercisable and will
determine whether termination of an optionee's employment under various
circumstances would terminate options granted under the plan to that person. If
granted an option under the plan, the optionee will receive an option agreement
specifying the terms of the option, such as the number of shares of common stock
the optionee can purchase, the price per share, when the optionee can exercise
the option, and when the option expires. The plan provides that options will
become exercisable immediately upon a change in control of the company.
The option price per share is an amount to be determined by the Board
of Directors, but will not be less than 100% of the fair market value per share
on the date of grant. Generally, the option price will be payable in full upon
exercise. Payment of the option price of any stock option may be made in cash,
by delivery of shares of common stock (valued at their fair market value at the
time of exercise), or by a combination of cash and stock. The company will
receive no consideration upon granting of an option.
Options generally may not be transferred except by will or by the laws
of descent and distribution, and during an optionee's lifetime may be exercised
only by the optionee (or by his or her guardian or legal representative, should
one be appointed). The grant of an option does not give the optionee any rights
of a shareholder until the optionee exercises the option.
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The Board of Directors will have the right at any time to terminate or
amend the plan but no such action may terminate options already granted or
otherwise affect the rights of any optionee under any outstanding option without
the optionee's consent.
FEDERAL INCOME TAX CONSEQUENCES
There are no federal income tax consequences to the optionee or to the
company on the granting of options. The federal tax consequences upon exercise
will vary depending on whether the option is an incentive stock option or a
nonqualified stock option.
INCENTIVE STOCK OPTIONS. When an optionee exercises an incentive stock
option, the optionee will not at that time realize any income, and the company
will not be entitled to a deduction. However, the difference between the fair
market value of the shares on the exercise date and the exercise price will be a
preference item for purposes of the alternative minimum tax. The optionee will
recognize capital gain or loss at the time of disposition of the shares acquired
through the exercise of an incentive stock option if the shares have been held
for at least two years after the option was granted and one year after it was
exercised. The company will not be entitled to a tax deduction if the optionee
satisfies these holding period requirements. The net federal income tax effect
to the holder of the incentive stock options is to defer, until the acquired
shares are sold, taxation on any increase in the shares' value from the time of
grant of the option to the time of its exercise, and to tax such gain, at the
time of sale, at capital gain rates rather than at ordinary income rates.
If the holding period requirements are not met, then upon sale of the
shares the optionee generally recognizes as ordinary income the excess of the
fair market value of the shares at the date of exercise over the exercise price
stated in the option agreement. Any increase in the value of the shares
subsequent to exercise is long or short-term capital gain to the optionee
depending on the optionee's holding period for the shares. However, if the sale
is for a price less than the value of the shares on the date of exercise, the
optionee might nize ordinary income only to the extent the sales price exceeded
the option price. In either case, the company is entitled to a deduction to the
extent of ordinary income recognized by the optionee.
NONQUALIFIED STOCK OPTIONS. Generally, when an optionee exercises a
nonqualified stock option, the optionee recognizes income in the amount of the
aggregate market price of the shares received upon exercise less the aggregate
amount paid for those shares, and the company may deduct as an expense the
amount of income so recognized by the optionee. The holding period of the
acquired shares begins upon the exercise of the option, and the optionee's basis
in the shares is equal to the market price of the acquired shares on the date of
exercise.
INITIAL OPTION GRANTS
Effective January 25, 1999, the company granted stock options covering
a total of 108,000 shares to its directors (12,000 shares to each), options for
an additional 16,000 shares to executive officers (including 10,000 shares to
Mr. Douglass pursuant to his employment agreement), and options for 10,050
shares to other employees. Each of these option grants includes the following
features:
- An exercise period of ten years
- A three-year vesting term (based on September 1, 1998, the
date the plan was adopted)
- Restrictions on transferability
- An exercise price of $10.00 per share
- A provision allowing the OTS to require the optionee to
exercise or forfeit the option if Commerce Bank's capital
falls below the regulatory minimum requirements
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SHAREHOLDER APPROVAL REQUIRED
The affirmative vote of the holders of a majority of the votes entitled
to be cast at the meeting is required for approval of the plan. Abstentions and
broker non-votes will not be considered to be either affirmative or negative
votes. Because directors will receive options under the plan, the directors of
the company have a personal interest in seeing the plan approved.
The Board of Directors recommends a vote for approval of the 1998 Stock
Incentive Plan.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows the cash compensation paid by the company or
Commerce Bank to its Chief Executive Officer and President for the years ended
December 31, 1997 and 1998. No executive officers of the company or Commerce
Bank earned total annual compensation, including salary and bonus, in excess of
$100,000 in 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------------------
Other Annual
Name and Principal Position Year Salary Bonus Compensation
- --------------------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Richard A. Parlontieri 1998 $ 125,000 $ 11,000
Chairman and Chief Executive Officer of the 1997 $ 41,664 $ 600
Company
Louis J. Douglass, III 1998 $ 110,000 $ 15,000 $ 11,000
President and Chief Executive Officer of 1997 $ 9,167 $ 600
Commerce Bank
</TABLE>
EMPLOYMENT AGREEMENTS
The company has a three-year employment agreement with Mr. Douglass
under which Mr. Douglass receives a salary of $110,000, plus his yearly medical
insurance premium. The Board has granted Mr. Douglass an option to purchase
10,000 shares of Common Stock at $10.00 per share. The option vests over a
three-year period and has a term of ten years. Following termination of his
employment with Commerce Bank and for a period of twelve months thereafter, Mr.
Douglass has agreed that he will not (i) be employed in the banking business as
a director, officer at the vice-president level or higher, or organizer or
promoter of, or provide executive management services to, any financial
institution within a ten-mile radius of Commerce Bank's offices, (ii) solicit
major customers of Commerce Bank for the purpose of providing financial
services, or (iii) solicit employees of Commerce Bank for employment.
DIRECTOR COMPENSATION
Neither the company nor the bank paid directors' fees during the last
fiscal year.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
GENERAL
The following table shows how much common stock in the company is owned
by the directors, certain executive officers, and owners of more than 5% of the
outstanding common stock, as of March 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF BENEFICIAL
NAME OWNED (1) OWNERSHIP
---- --------------- ------------------------
<S> <C> <C>
Gary M. Bremer 20,000 1.36 %
Richard C. Carter 12,778 .87 %
Louis J. Douglass, III 12,778 .87 %
Terry L. Ferrero 12,778 .87 %
Stephen R. Gross 12,778 .87 %
G. Webb Howell 12,778 .87 %
Richard A. Parlontieri 12,778 .87 %
Frank E. Perisino 12,778 .87 %
Executive officers and directors as a 109,446 7.45 %
group ( 9 persons)
</TABLE>
- -----------------------------
(1) Includes shares for which the named person:
- has sole voting and investment power,
- has shared voting and investment power with a spouse, or
- holds in an IRA or other retirement plan program, unless
otherwise indicated in these footnotes.
Does not include shares that may be acquired by exercising stock
options because no options are exercisable within the next 60 days.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1998, the Board of Directors of the
company held five meetings and the Board of Directors of Commerce Bank held five
meetings. All of the directors of the company and Commerce Bank attended at
least 75% of the aggregate of such board meetings and the meetings of each
committee on which they served.
The company's Board of Directors has appointed a number of committees,
including an audit committee and a compensation committee. The audit committee
is composed of Messrs. Gross, Howell, Parlontieri, and Perisino. The audit
committee did not meet in 1998 but became effective in 1999. The audit committee
has the responsibility of reviewing the company's financial statements,
evaluating internal accounting controls, reviewing reports of regulatory
authorities, and determining that all audits and examinations required by law
are performed. The committee recommends to the Board the appointment of the
independent auditors for the next fiscal year, reviews and approves the
auditor's audit plans, and reviews with the independent auditors the results of
the audit and management's responses. The audit committee is responsible for
overseeing the entire audit function and
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appraising the effectiveness of internal and external audit efforts. The audit
committee reports its findings to the Board of Directors.
The company's compensation committee is responsible for establishing
the compensation plans for the company. Its duties include the development with
management of all benefit plans for employees of the company, the formulation of
bonus plans, incentive compensation packages, and medical and other benefit
plans. This committee met two times during the year ended December 31, 1998. The
compensation committee is composed of Messrs. Bremer, Carter, Parlontieri, and
Perisino.
The company does not have a nominating committee or a committee serving
a similar function.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
The company and Commerce Bank have banking and other transactions in
the ordinary course of business with directors and officers of the company and
Commerce Bank and their affiliates. It is the company's policy that these
transactions be on substantially the same terms (including price, or interest
rates and collateral) as those prevailing at the time for comparable
transactions with unrelated parties. The company does not expect these
transactions to involve more than the normal risk of collectibility nor present
other unfavorable features to the company or Commerce Bank. Loans to individual
directors and officers must also comply with Commerce Bank's lending policies
and statutory lending limits, and directors with a personal interest in any loan
application are excluded from the consideration of the loan application. The
company intends for all of its transactions with its affiliates to be on terms
no less favorable to the company than could be obtained from an unaffiliated
third party and to be approved by a majority of disinterested directors.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
As required by Section 16(a) of the Securities Exchange Act of 1934,
the company's directors, its executive officers, and certain individuals are
required to report periodically their ownership of the company's common stock
and any changes in ownership to the SEC. Based on a review of Forms 3, 4, and 5
and any representations made to the company, it appears that all such reports
for these persons were filed in a timely fashion during 1998.
INDEPENDENT AUDITORS
The company has selected the firm of BDO Seidman, LLP to serve as the
independent auditors to the company for the year ending December 31, 1999. The
company was previously served by Bricker & Melton, P.A., which merged with BDO
Seidman, LLP in 1998. The company does not expect a representative from this
firm to attend the annual meeting.
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS
If shareholders wish a proposal to be included in the company's proxy
statement and form of proxy relating to the 2000 annual meeting, they must
deliver a written copy of their proposal to the principal executive offices of
the company no later than December 10, 1999. To ensure prompt receipt by the
company, the proposal should be sent certified mail, return receipt requested.
Proposals must comply with the company's bylaws relating to shareholder
proposals in order to be included in the company's proxy materials.
April 9, 1999
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PROXY SOLICITED FOR ANNUAL MEETING OF SHAREHOLDERS OF
SOUTHEAST COMMERCE HOLDING COMPANY
TO BE HELD ON MAY 3, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints Richard A. Parlontieri and
Louis J. Douglass, III, and each of them, his or her true and lawful agents and
proxies with full power of substitution in each, to represent and vote, as
indicated below, all of the shares of common stock of Southeast Commerce Holding
Company that the undersigned would be entitled to vote at the Annual Meeting of
Shareholders of the company to be held at 2410 Paces Ferry Road, Atlanta,
Georgia 30339, at 4 p.m. local time, and at any adjournment, upon the matters
described in the accompanying Notice of Annual Meeting of Shareholders and Proxy
Statement, receipt of which is acknowledged. These proxies are directed to vote
on the matters described in the Notice of Annual Meeting of Shareholders and
Proxy Statement as follows:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED: (I) "FOR" PROPOSAL NO. 1 TO ELECT THE TWO IDENTIFIED CLASS I DIRECTORS
TO SERVE ON THE BOARD OF DIRECTORS FOR THREE-YEAR TERMS AND ONE IDENTIFIED CLASS
III DIRECTOR TO SERVE ON THE BOARD OF DIRECTORS FOR A TWO-YEAR TERM; AND (II)
"FOR" PROPOSAL NO. 2 TO APPROVE THE 1998 STOCK INCENTIVE PLAN.
1. PROPOSAL to elect the two identified Class I directors to serve for three
year terms and one identified Class III director to serve for a two year
term.
Class I: Terry L. Ferrero and G. Webb Howell
Class III: Stephen R. Gross
<TABLE>
<C> <S> <C> <C>
[ ] FOR all nominees listed (except [ ] WITHHOLD AUTHORITY to vote for
as marked to the contrary) all nominees
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THAT NOMINEES NAME(S) IN THE SPACE PROVIDED BELOW).
- --------------------------------------------------------------------------------
2. PROPOSAL to approve the 1998 Stock Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Dated: ---------------- , 1999
------------------------------
Signature of Shareholder(s)
------------------------------
Please print name clearly
------------------------------
Signature of Shareholder(s)
------------------------------
Please print name clearly
Please sign exactly as name or
names appear on your stock
certificate. Where more than
one owner is shown on your
stock certificate, each owner
should sign. Persons signing
in a fiduciary or
representative capacity shall
give full title. If a
corporation, please sign in
full corporate name by
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
