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:
[ ] 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 ss. 240.14a-11(c) or ss. 240.14a-12
Quitman Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[HOLDING COMPANY LETTERHEAD]
December 30, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Quitman Bancorp,
Inc., I cordially invite you to attend the 1999 annual meeting of stockholders
to be held at Brooks County Library, 404 Talokas Road, Quitman, Georgia, on
Wednesday, January 27, 1999 at 11:00 a.m. The attached Notice of Annual Meeting
of Stockholders and proxy statement describe the formal business to be
transacted at the meeting. During the meeting, I will also report on the
operations of the company. Directors and officers of the company will be present
to respond to your questions.
The matters to be considered by stockholders at the meeting are
described in the accompanying material. The Board of Directors has determined
that the matters to be considered at the meeting are in the best interest of the
company and its stockholders. For the reasons set forth in the proxy statement,
the Board of Directors unanimously recommends a vote "FOR" each matter to be
considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the meeting, but will assure that your vote is counted if you are
unable to attend. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/Melvin E. Plair
--------------------------------------------
Melvin E. Plair
President and Chief Executive Officer
<PAGE>
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QUITMAN BANCORP, INC.
100 WEST SCREVEN STREET
QUITMAN, GEORGIA 31643
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 27, 1999
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NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders
(the "Meeting") of Quitman Bancorp, Inc. (the "Company"), will be held at Brooks
County Library, 404 Tallokas Road, Quitman, Georgia, at 11:00 a.m., local time,
on Wednesday, January 27, 1999.
The Meeting is for the purpose of considering and acting upon the
following matters:
1. The election of six directors of the Company;
2. The ratification of Stewart, Fowler & Stalvey, P.C. as
independent auditors of Quitman Bancorp, Inc. for the fiscal
year ending September 30, 1999; and
3. The transaction of such other matters as may properly come
before the Meeting or any adjournments thereof. The Board of
Directors is not aware of any other business to come before
the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above or on any date or dates to which, by original or later
adjournment, the Meeting is held. Stockholders of record at the close of
business on December 16, 1998, are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING,
IS REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
W.B. HOWELL
SECRETARY
Quitman, Georgia
December 30, 1998
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
QUITMAN BANCORP, INC.
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 27, 1999
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the board of directors (the "Board of Directors" or the "Board")
of Quitman Bancorp, Inc. (the "Company"), the holding company of Quitman Federal
Savings Bank (the "Bank"), to be used at the 1999 Annual Meeting of Stockholders
of the Company (the "Meeting") which will be held at Brooks County Library, 404
Tallokas Road, Quitman, Georgia on Wednesday, January 27, 1999, at 11:00 a.m.,
local time. The accompanying Notice of Meeting and this proxy statement are
being first mailed to stockholders on or about December 30, 1998.
At the Meeting, stockholders will consider and vote upon (i) the
election of six directors and (ii) the ratification of Stewart, Fowler &
Stalvey, P.C. as independent auditors of the Company for the fiscal year ending
September 30, 1999. The Board of Directors of the Company knows of no additional
matters that will be presented for consideration at the Meeting.
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VOTING AND REVOCABILITY OF PROXIES
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Stockholders who execute proxies may revoke them at any time prior to
the Meeting. Unless revoked, the shares represented by proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company or by the filing of a later dated proxy
prior to a vote being taken on a particular proposal at the Meeting. A proxy
will not be voted if a stockholder attends the Meeting and votes in person.
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, proxies will be voted for the nominees for directors set forth below
and "For" the other listed proposal. The proxy confers discretionary authority
on the persons named therein to vote with respect to the election of any person
as a director where the nominee is unable to serve, or for good cause will not
serve, and matters incident to the conduct of the Meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Voting Securities
Stockholders of record as of the close of business on December 16, 1998
(the "Record Date") are entitled to one vote for each share of common stock of
the Company ("Common Stock") then held. As of the Record Date, the Company had
661,250 shares of Common Stock issued and outstanding.
The articles of incorporation of the Company ("Articles of
Incorporation") provide that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. Until April 2, 2003, no person shall
directly or indirectly offer to acquire or acquire the beneficial ownership of
more than 10% of any class of an equity security of the Company. Beneficial
ownership is determined pursuant to the definition in the Articles of
Incorporation and includes shares beneficially owned by such person or his or
her affiliates or associates (as defined in the Articles of
<PAGE>
Incorporation), shares which such person or his or her affiliates or associates
have the right to acquire upon the exercise of conversion rights or options and
shares as to which such person and his or her affiliates or associates have or
share investment or voting power, but shall not include any other shares of
voting stock which may be issuable either immediately or at some future date
pursuant to any agreement, arrangement, or understanding or upon exercise of
conversion rights, exchange rights, warrants, options, or otherwise.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. In the event there are not sufficient votes to constitute a quorum or
to ratify any proposals at the time of the Meeting, the Meeting may be adjourned
in order to permit the further solicitation of proxies.
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
nominees proposed by the Board of Directors, or to withhold authority to vote
for the nominees being proposed. Under the Company's bylaws, directors are
elected by a plurality of votes cast, without respect to either (i) Broker
Non-votes (shares for which a broker indicates on the proxy that it does not
have discretionary authority to vote on a matter) or (ii) proxies as to which
authority to vote for the nominee being proposed is withheld.
Concerning all matters that may properly come before the Meeting,
including the ratification of auditors, by checking the appropriate box, a
stockholder may; (i) vote "FOR" the item, or (ii) vote "AGAINST" the item, or
(iii) "ABSTAIN" with respect to the item. Unless otherwise required by law, all
other matters shall be determined by a majority of votes cast affirmatively or
negatively without regard to (a) Broker Non-votes, or (b) proxies marked
"ABSTAIN" as to that matter.
Security Ownership of Certain Beneficial Owners
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended ("1934 Act"). Based upon such
reports and information provided by the Company's transfer agent, the following
table sets forth, as of the Record Date, certain information as to those persons
who were beneficial owners of more than 5% of the outstanding shares of Common
Stock and as to the Common Stock beneficially owned by executive officers and
directors of the Company as a group. Management knows of no persons, other than
those set forth below, who owned more than 5% of the outstanding shares of
Common Stock at the Record Date.
2
<PAGE>
<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------ ------------------- -----------
<S> <C> <C>
Salem Investment Counselors, Inc. 63,300(1) 9.6%
480 Shepard Street, Suite 200
Winston Salem, North Carolina 27103
Quitman Federal Savings Bank Employee Stock 52,900(2) 8.0%
Ownership Plan ("ESOP"),
100 West Screven Street
Quitman, Georgia 31643
Tontine Financial Partners, L.P. 65,300(3) 9.9%
31 West 52nd Street, 17th Floor
New York, New York 10019
All Directors and Executive Officers as a Group 48,134(4) 7.3%
(7 persons)
</TABLE>
- ----------------------------------
(1) Number of shares is based on a Schedule 13G filed with the Securities and
Exchange Commission ("SEC") on April 23, 1998 on behalf of the named
entity.
(2) The ESOP purchased such shares for the exclusive benefit of plan employee
participants with borrowed funds. These shares are being allocated among
ESOP participants annually on the basis of compensation as the ESOP debt is
repaid. Unallocated shares are held in a suspense account. The ESOP Trustee
must vote all shares allocated to participant accounts under the ESOP as
directed by participants. Unallocated shares and allocated shares for which
no timely direction is received will be voted as directed by the ESOP
Committee or the Board.
(3) Number of shares is based on a Schedule 13D filed with the SEC on April 16,
1998 on behalf of the named entity, Tontine Management, L.L.C. and Jeffrey
L. Gendell.
(4) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole or shared voting and investment
power, unless otherwise indicated. Excludes shares held by the ESOP that
are not allocated to these individuals.
3
<PAGE>
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, on Forms
3, 4 and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4 and 5 to the Company. The Company is not aware of any
beneficial owner, as defined under Section 16(a), of more than ten percent of
its Common Stock.
Based upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons that no Forms
5 were required, the Company believes that all Section 16(a) filing requirements
applicable to its officers and directors were complied with during the 1998
fiscal year.
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PROPOSAL I - ELECTION OF DIRECTORS
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The Articles of Incorporation require that directors be divided into
three classes, as nearly equal in number as possible, each class to serve for a
three-year period, with approximately one-third of the directors elected each
year. The Board of Directors currently consists of six initial members. The
Articles of Incorporation provide that at the first annual meeting of
stockholders, directors of Class I shall be elected to hold office for a term
expiring at the next succeeding annual meeting, directors of Class II shall be
elected to hold office for a term expiring at the second succeeding annual
meeting, and directors of Class III shall be elected to hold office for a term
expiring at the third succeeding annual meeting. As a result, two directors will
be elected at the Meeting to serve for one-year terms, as noted below; two
directors will be elected to serve for two-year terms, as noted below; and two
directors will be elected to serve for three-year terms, as noted below.
Claude R. Butler and Walter B. Holwell have both been nominated by the
Board of Directors to serve for a one-year term. Daniel M. Mitchell, Jr. and
John W. Romine have both been nominated to serve for a two-year term. Robert L.
Cunningham, III and Melvin E. Plair have both been nominated to serve for a
three-year term. All nominees are currently members of the Board of Directors.
It is intended that proxies solicited by the Board of Directors will, unless
otherwise specified, be voted for the election of the named nominees. If any of
the nominees are unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitutes as the Board of Directors may
recommend. At this time, the Board of Directors knows of no reason any of the
nominees might be unavailable to serve.
The following table sets forth the nominees, their names, ages, the
year they first became a director of the Bank, the expiration date of their
current term as a director of the Bank, and the number and percentage of shares
of the Common Stock beneficially owned. Each nominee is also a director of the
Bank.
4
<PAGE>
<TABLE>
<CAPTION>
Shares of
Age at Year First Common Stock Percent
September 30, Elected or Beneficially of
Name 1998 Appointed(1) Owned (2)(3) Class
- ---- ------ ------------ ------------ -------
BOARD NOMINEES FOR TERM TO EXPIRE IN 2000
<S> <C> <C> <C> <C>
Claude R. Butler 60 1980 10,000 1.5%
Walter B. Holwell 42 1988 6,000(4) 1.0%
BOARD NOMINEES FOR TERM TO EXPIRE IN 2001
Daniel M. Mitchell, Jr. 48 1986 10,000(4) 1.5%
John W. Romine 51 1987 7,600 1.1%
BOARD NOMINEES FOR TERM TO EXPIRE IN 2002
Robert L. Cunningham, III 42 1985 9,999 1.5%
Melvin E. Plair 61 1997 1,875 0.3%
</TABLE>
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(1) Refers to the year the individual first became a director of the Bank. All
directors of the Bank as of December 1997 became initial directors of the
Company when it was incorporated in December 1997.
(2) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole or shared voting and investment
power, unless otherwise indicated.
(3) Beneficial ownership as of the Record Date.
(4) Excludes 52,900 shares of Common Stock held by the Quitman Federal Savings
Bank Employee Stock Ownership Plan for which such person serves as plan
trustee and exercises shared voting and investment power. Shares which are
unallocated to participating employees (52,900 shares) and shares for which
no voting directions are received are voted by the plan trustee as directed
by the ESOP Committee or the Board. Once allocated to participant accounts,
such Common Stock will be voted by the plan trustee as directed by the plan
participant as the beneficial owner of such Common Stock. The plan trustee
acts as a fiduciary within the meaning of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). The individuals serving as plan
trustee disclaim beneficial ownership of stock held under the ESOP for
which they serve as plan trustee.
The principal occupation of, and other information about, each director
and executive officer of the Company is set forth below as of September 30,
1998. All directors and executive officers have held their present positions for
five years unless otherwise stated.
Claude R. Butler is a pork producer in Brooks County. He was elected to
the Board of Directors in 1980, and has served as Chairman since 1987. Mr.
Butler is also a Brooks County Commissioner, and was Chairman of the Brooks
County Commission in 1996.
Robert L. Cunningham, III is the corporate secretary and treasurer of
R.L. Cunningham & Sons, Inc., a peanut warehouse and peanut seed business. Mr.
Cunningham has served as a director of the Savings Bank since 1985, and as Vice
Chairman since 1987.
Walter B. Holwell is the sole proprietor of Holwell & Holwell, Inc., an
insurance enterprise. Mr. Holwell has served on the board of directors since
1988. Active in the community, Mr. Holwell was President of the Brooks County
Chamber of Commerce from 1992 to 1993. He was President of Brooks Co. Athletic
Boosters. Mr. Holwell is Secretary of Brooks Co. Industrial Authority.
5
<PAGE>
Daniel M. Mitchell, Jr. is an attorney with a practice in Quitman. He
has served as a director of the Savings Bank since 1986. Mr. Mitchell is a
Deacon of the First Baptist Church of Quitman and is Trustee of Westbrook School
in Dixie, Georgia.
John W. Romine is President and 100% stockholder of Romine Furniture
Co., Inc., a retail furniture store. Mr. Romine has been a Director of the
Savings Bank since 1987.
Melvin E. Plair is the President and Chief Executive Officer ("CEO") of
the Savings Bank. He has served in this capacity since 1993. Prior to that, Mr.
Plair was a loan officer for the Savings Bank. Mr. Plair became a director of
the Savings Bank and QBI in December 1997. Mr. Plair has been a director of both
the Brooks County and the South Georgia Chambers of Commerce for the past four
years, and has also been a director of the South Georgia Area Bankers
Association for four years.
Peggy L. Forgione, age 47, has been the Vice President since January
1993 and Controller of the Savings Bank since January 1987. She has served the
Savings Bank since 1982, and also holds the position of Officer in Charge of
Operations. Ms. Forgione was also a director of the Brooks County Chamber of
Commerce until 1994.
Meetings and Committees of the Board of Directors
The board of directors conducts its business through meetings of the
board and through activities of its committees. During the year ended September
30, 1998, the board of directors held eight regular meetings and five special
meetings. Additionally, the full board, functioning as the Executive Committee
meets weekly to review loan applications and to consider related business. No
director attended fewer than 75% of the total meetings of the board of directors
and committees on which such director served during this time period.
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DIRECTOR AND EXECUTIVE COMPENSATION
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Director Compensation
Each director is paid monthly. Total aggregate fees paid to the
directors of the Bank for the year ended September 30, 1998 were $55,500. Each
director is paid a monthly fee of $750 and the Chairman of the Board is paid a
monthly fee of $875. No additional fees are paid for committee meetings. The
Company does not pay fees to its directors.
6
<PAGE>
Executive Compensation
Summary Compensation Table. The following table sets forth for the
fiscal years ended September 30, 1998, 1997 and 1996, certain information as to
the total remuneration received by Melvin E. Plair, the President and the Chief
Executive Officer of the Company. No other executive officer of the Company
during such periods received total cash compensation in excess of $100,000.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards
------
(a) (b) (c) (d) (e) (f)
Name and Principal Fiscal Other Annual All Other
Position Year Salary Bonus Compensation(1) Compensation(2)
- ----------------------- ---- ------ ----- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Melvin E. Plair 1998 $58,500 $12,000 $ 9,000 $ --
President and CEO 1997 $54,000 $ 8,400 $ -- $3,431
</TABLE>
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(1) For fiscal year 1998, other annual compensation included director's fees of
$9,000.
(2) Includes Company's contribution to individual's account under a 401(k) Plan
of $0 and $3,431 during the fiscal years ended September 30, 1998 and 1997,
respectively.
Benefits
Long Term Incentive Plans. The Company does not presently sponsor any
long-term incentive plans nor did it make any awards or payouts under such plans
during the fiscal year ended September 30, 1998.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors and employees. The loans
were made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for the Bank's other customers, and do not involve more than the normal risk of
collectibility, nor present other unfavorable features, except that the Bank
charges an interest rate that is two percent above its cost of funds and the
Bank may waive loan fees. That interest rate and the waiver of loan fees are not
available to the Bank's other borrowers. All loans by the Bank to its directors
and executive officers are subject to regulations of the Office of Thrift
Supervision ("OTS") restricting loans and other transactions with affiliated
persons of the Bank. In addition, loans to an affiliate must be approved in
advance by a disinterested majority of the Board of Directors or be within other
guidelines established as a result of OTS regulations. Set forth below is
information about these loans to the Bank's executive officers and directors and
members of their immediate family where the aggregate balance of loans or lines
of credit exceeded $60,000 at any time during the fiscal years ended September
30, 1998 or 1997.
7
<PAGE>
<TABLE>
<CAPTION>
Highest Balance
Date Original During 1998 Interest
Name of Officer or Director Loan Type Originated Loan Amount Fiscal Year Rate Paid
- --------------------------- --------- ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Melvin E. Plair (President) real estate 3/28/97 $ 86,006 $ 85,179 7.30%
vehicle 1/31/97 8,200 7,900 7.80
real estate 8/16/94 8,852 7,876 7.95
consumer 6/30/97 4,800 4,800 8.09
Claude R. Butler (Chairman) real estate 3/4/97 80,000 80,000 7.31
W. B. Holwell (Director) real estate 5/14/93 13,550 10,282 8.81
real estate 8/19/97 220,516 219,319 8.45
consumer 6/27/97 4,506 3,189 9.00
</TABLE>
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PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
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Stewart, Fowler & Stalvey, P.C. was the Company's independent public
accountant for the 1998 fiscal year. The Board of Directors intends to renew the
Company's arrangement with Stewart, Fowler & Stalvey, P.C. for the 1999 fiscal
year, subject to ratification by the Company's stockholders. A representative of
Stewart, Fowler & Stalvey, P.C. is expected to be present at the Meeting.
Ratification of the appointment of the auditors requires the
affirmative vote of a majority of the votes cast by the stockholders of the
Company at the Meeting. The Board of Directors recommends that stockholders vote
"FOR" the ratification of the appointment of Stewart, Fowler & Stalvey, P.C. as
the Company's auditors for the 1999 fiscal year.
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MISCELLANEOUS
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The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this proxy statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the person or persons voting such proxies. If
the Company did not have notice of a matter by December 21, 1998, it is expected
that the persons named in the accompanying proxy will exercise discretionary
authority when voting on that matter.
The cost of soliciting proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees, and
fiduciaries for reasonable expenses incurred by them in sending proxy material
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
The Company's 1999 Annual Report to Stockholders has been mailed to all
stockholders of record as of the close of business on the Record Date. Any
stockholder who has not received a copy of the annual report may obtain a copy
by writing to the Secretary of the Company.
8
<PAGE>
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STOCKHOLDER PROPOSALS
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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 executive offices at
100 West Screven Street, Quitman, Georgia 31643, no later than September 1,
1999.
In the event the Company receives notice of a stockholder proposal to
take action at next year's annual meeting of stockholders that is not submitted
for inclusion in the Company's proxy material, or is submitted for inclusion but
is properly excluded from the proxy material, the persons named in the proxy
sent by the Company to its stockholders intend to exercise their discretion to
vote on the stockholder proposal in accordance with their best judgment if
notice of the proposal is not received at the Company's main office by October
31, 1999.
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FORM 10-KSB
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A copy of the Company's annual report on Form 10-KSB for the fiscal
year ended September 30, 1998 will be furnished without charge to stockholders
as of the record date upon written request to the Secretary, Quitman Bancorp,
Inc., 100 West Screven Street, Quitman, Georgia 31643.
BY ORDER OF THE BOARD OF DIRECTORS
Quitman, Georgia
December 30, 1998
9
<PAGE>
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QUITMAN BANCORP, INC.
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ANNUAL MEETING OF STOCKHOLDERS
January 27, 1999
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The undersigned hereby appoints the Board of Directors of Quitman
Bancorp, Inc. (the "Company"), or its designee, with full powers of
substitution, to act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
at the 1999 Annual Meeting of Stockholders (the "Meeting"), to be held at Brooks
County Library, 404 Tallokas Road, Quitman, Georgia on Wednesday, January 27,
1999, at 11:00 a.m., local time and at any and all adjournments thereof, in the
following manner:
FOR WITHHELD
--- --------
1. The election as director of the nominees
listed below with terms expiring during
the year shown (except as marked to the
contrary below): |_| |_|
Claude R. Butler (2000)
Walter B. Holwell (2000)
Daniel M. Mitchell, Jr. (2001)
John W. Romine (2001)
Robert L. Cunningham, III (2002)
Melvin E. Plair (2002)
INSTRUCTIONS: To withhold your vote for any nominee, write the nominee's name on
the line provided below.
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of Stewart, Fowler &
Stalvey, P.C., as independent auditors
of Quitman Bancorp, Inc., for the
fiscal year ending September 30, 1999. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" all of the above listed
propositions.
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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. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this proxy by filing a
subsequently dated proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of an annual report, a Notice of Annual Meeting of
Stockholders and a proxy statement dated December 30, 1998.
Please check here if you
Dated: , 199 |_| plan to attend the Meeting.
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. 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, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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