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 10, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Quitman Bancorp,
Inc., I cordially invite you to attend the annual meeting of stockholders to be
held at 602 East Screven Street, Quitman, Georgia, on Tuesday, January 18, 2000
at 4:30 p.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. 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.
602 EAST SCREVEN STREET
QUITMAN, GEORGIA 31643
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 18, 2000
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Quitman Bancorp, Inc. (the "Company"), will be held at the office
of Quitman Federal Savings Bank, 602 East Screven Street, Quitman, Georgia, at
4:30 p.m., local time, on Tuesday, January 18, 2000.
The Meeting is for the purpose of considering and acting upon the
following matters:
1. The election of two 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, 2000; 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 November 30, 1999, 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
/s/ W.B. Holwell
----------------------------------
W.B. Holwell
Secretary
Quitman, Georgia
December 10, 1999
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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 18, 2000
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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 Annual Meeting of Stockholders of
the Company (the "Meeting") which will be held at the Bank, 602 East Screven
Street, Quitman, Georgia on Tuesday, January 18, 2000, at 4:30 p.m., local time.
The accompanying Notice of Meeting and this proxy statement are being first
mailed to stockholders on or about December 10, 1999.
At the Meeting, stockholders will consider and vote upon (i) the
election of two directors and (ii) the ratification of Stewart, Fowler &
Stalvey, P.C. as independent auditors of the Company for the fiscal year ending
September 30, 2000. 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 November 30, 1999
(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
533,960 shares of Common Stock issued and outstanding.
The articles of incorporation of the Company (the "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
1
<PAGE>
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 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. 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
Amount and Nature of of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------ -------------------- -----------
<S> <C> <C>
Quitman Federal Savings Bank Employee Stock 52,900(1) 9.9%
Ownership Plan (the "ESOP")
602 East Screven Street
Quitman, Georgia 31643
Tontine Financial Partners, L.P. 65,300(2) 12.2%
31 West 52nd Street, 17th Floor
New York, New York 10019
All Directors and Executive Officers as a Group 104,468(3) 18.3%
(7 persons)
</TABLE>
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(1) 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
Trustees 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.
(2) 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.
(3) 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 or investment
power, unless otherwise indicated. Excludes shares held by the ESOP that
are not allocated to these individuals. Includes options to purchase 38,019
shares of Common Stock that may be exercised within 60 days of the Record
Date to purchase shares of Common Stock under the 1999 Stock Option Plan.
Excludes 16,927 shares of Common Stock previously awarded but presently
subject to forfeiture held by the Restricted Stock Plan (the "RSP") over
which certain directors, as members of the RSP Committee and as trustees to
the RSP, exercise voting power. Also excludes 51,672 shares held by the
ESOP (52,900 shares minus 1,228 shares allocated to executive officers)
over which certain directors, as members of the ESOP Committee and as
trustees to the ESOP, exercise shared voting power. Such individuals
disclaim beneficial ownership with respect to the RSP and ESOP shares.
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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
3
<PAGE>
1999 fiscal year, other than the late filing by Mr. Mitchell of a Form 4 to
report three transactions in which he acquired shares of Common Stock.
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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 members. As a result, two
directors will be elected at the Meeting to serve for a three-year term, or
until their successors have been elected and qualified.
Claude R. Butler and Walter B. Holwell have both been nominated by the
Board of Directors to serve as directors. Both 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 either of the nominees is unable to serve, the shares
represented by all valid 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 either of the nominees might be unavailable to
serve.
The following table sets forth the existing directors and nominees,
their names, ages, the years they first became a director of the Bank, the
expiration date of their current terms as directors of the Bank, and the number
and percentage of shares of the Common Stock beneficially owned. Both nominees
are also directors of the Bank.
<TABLE>
<CAPTION>
Current Shares of
Age at Year First Term Common Stock Percent
September 30, Elected or to Beneficially of
Name 1999 Appointed(1) Expire Owned (2)(3) Class
- ---- ------ ------------ ------ ------------ -----
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES FOR TERM TO EXPIRE IN 2003
Claude R. Butler 61 1980 2000 15,101(4) 2.8%
Walter B. Holwell 43 1988 2000 10,601(4)(5) 2.0%
DIRECTORS CONTINUING IN OFFICE
Daniel M. Mitchell, Jr. 49 1986 2001 22,201(4)(5) 4.1%
John W. Romine 52 1987 2001 12,201(4) 2.3%
Robert L. Cunningham, III 43 1985 2002 14,600(4) 2.7%
Melvin E. Plair 62 1997 2002 17,861(6) 3.3%
</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 or
investment power, unless otherwise indicated.
(footnotes continued on next page)
4
<PAGE>
(footnotes continued from prior page)
(3) Beneficial ownership as of the Record Date.
(4) Includes 3,967 shares of Common Stock which may be acquired pursuant to
the exercise of options within
60 days of the Record Date.
(5) Excludes 52,900 shares of Common Stock held by the ESOP for which such
person serves as a member of the ESOP Committee and as a plan trustee
and exercises shared voting power. Also excludes 16,927 shares of
Common Stock previously awarded but presently subject to forfeiture
held by the Restricted Stock Plan (the "RSP") for which such person
serves as a member of the RSP Committee and as a plan trustee and
exercises voting power. These individuals disclaim beneficial ownership
with respect to the RSP and ESOP shares.
(6) Includes 11,571 shares of Common Stock which may be acquired pursuant
to the exercise of options within 60 days of the Record Date.
The principal occupation of, and other information about, each nominee,
director and executive officer of the Company is set forth below as of September
30, 1999. All directors and executive officers have held their present positions
for five years unless otherwise stated.
Nominees:
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.
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.
Continuing Directors and Executive Officers:
Daniel M. Mitchell, Jr. is an attorney with a practice in Quitman. He
has served as a director of the 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 Bank
since 1987.
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 Bank since 1985, and as Vice Chairman
since 1987.
Melvin E. Plair is the President and Chief Executive Officer ("CEO") of
the Bank. He has served in this capacity since 1993. Prior to that, Mr. Plair
was a loan officer for the Bank. Mr. Plair became a director of the Bank and the
Company 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.
5
<PAGE>
Peggy L. Forgione, age 48, has been the Vice President since January
1993 and Controller of the Bank since January 1987. She has served the 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, 1999, the board of directors held 17 regular meetings and one special
meeting. 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. In
addition to other committees, as of September 30, 1999, the Board had a
Nominating Committee, an Audit Committee and a Compensation and Benefits
Committee.
The Company's full Board of Directors acts as the Nominating Committee
for selecting the management's nominees for election of directors in accordance
with the Company's Bylaws. Nomination to the Board of Directors made by
stockholders must be made in writing to the Secretary of the Company and
received by the Company not less than 60 days prior to the anniversary date of
the immediately preceding annual meeting of stockholders of the Company. Notice
to the Company of such nominations must include certain information required
pursuant to the Company's Bylaws. This non-standing committee met once during
the 1999 fiscal year.
The Company does not have a standing Audit Committee. The entire Board
of Directors regularly reviews the financial statements of the Company. In
addition, the Board of Directors of the Bank meets annually with the Company's
independent accountants to review audit matters. The Board of Directors of the
Bank met once during the 1999 fiscal year with the independent accountants for
this purpose.
The Compensation and Benefits Committee is comprised of non-employee
directors. This standing committee establishes the Bank's salary budget,
director and committee member fees, and employee benefits provided by the Bank
for approval by the Board of Directors. The Committee met once during the 1999
fiscal year.
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DIRECTOR AND EXECUTIVE COMPENSATION
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Director Compensation
Each director of the Bank is paid monthly. Total aggregate fees paid to
the directors of the Bank for the year ended September 30, 1999 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.
In April 1999, each non-employee director was awarded options covering
3,967 shares of Common Stock at an exercise price of $9.75 per share. Each such
director was also awarded 1,587 shares of stock of which 20% vest on each of
September 1, 1999, 2000, 2001, 2002 and 2003.
6
<PAGE>
Executive Compensation
Summary Compensation Table. The following table sets forth for the
fiscal years ended September 30, 1999, 1998 and 1997, 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
------------------------------------------- ---------------------------
Restricted Securities
Name and Fiscal Other Annual Stock Underlying All Other
Principal Position Year Salary Bonus Compensation(1) Award(2) Options Compensation(3)
- ------------------- ---- ------ ----- --------------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Melvin E. Plair, 1999 $66,000 $ 5,500 $9,000 $90,256 23,143 $7,495
President, CEO 1998 $58,500 $12,000 $9,000 $ -- -- $ -
and Director 1997 $54,000 $ 8,000 $ -- $ -- -- $3,431
</TABLE>
- -------------------
(1) Consists of Board fees.
(2) Represents the award of 9,257 shares of Common Stock under the RSP
based upon the average of the bid and ask prices for the Common Stock
as reported on the OTC Bulletin Board on April 13, 1999, the date of
the award. This award vests at the rate of 20% on September 1, 1999,
and 20% annually thereafter. Dividends paid on the restricted shares
are distributed within 30 days of the dividend payment date. As of
September 30, 1999, Mr. Plair held a total of 7,406 shares of
restricted stock worth a total of $77,763 (based on the average of the
bid and ask prices on September 30, 1999 of $10.50 per share).
(3) For 1999, consists of a 713.8212 share award by the ESOP valued at
$10.50 per share as of the end of the fiscal year. For 1997, consists
of a 401(k) plan contribution to Mr. Plair's account of $3,431 during
the fiscal year ended September 30, 1997.
Stock Awards. The following tables set forth information concerning
options granted to Mr. Plair during the fiscal year ended September 30, 1999.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
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Individual Grants
- --------------------------------------------------------------------------------------------------------------
Percent of Total
Options Granted
Number of to Employees Exercise Price Expiration
Name Options Granted in Fiscal Year ($/Share) Date
- ---- --------------- -------------- --------- ----
<S> <C> <C> <C> <C>
Melvin E. Plair 23,143 50% $9.75 04/12/09
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value of
Number of Options In-the-Money Options
Shares Acquired Value at Fiscal Year-End (#) at Fiscal Year-End ($)
Name on Exercise(#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ---- -------------- ------------ ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Melvin E. Plair -- $ -- 11,571 / 11,572 $8,678 / $8,679
</TABLE>
- -----------------
(1) Based upon the difference between the option exercise price and the
average of the bid and ask prices of the Common Stock of $0.75 per
share as of September 30, 1999, as reported on the OTC Bulletin Board.
7
<PAGE>
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, 1999.
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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, 1999 or 1998.
<TABLE>
<CAPTION>
Highest Balance
Date Original During 1999 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 3/17/99 $104,864 $104,864 7.12%
real estate 12/31/98 11,138 11,138 7.39
real estate 9/23/99 3,000 3,000 7.30
automobile 10/26/99 13,507 13,507 7.48
Claude R. Butler (Chairman) real estate 10/9/98 10,100 10,100 9.00
real estate 12/14/98 10,100 10,100 9.00
real estate 3/5/99 59,787 59,787 7.12
real estate 6/12/99 21,210 21,210 9.00
W. B. Holwell (Director) real estate 5/14/93 13,550 9,642 7.74
real estate 1/19/99 215,713 215,713 7.68
real estate 9/29/99 6,000 6,000 7.30
Daniel Mitchell (Director) real estate 3/22/99 110,000 110,000 7.12
real estate 9/22/97 10,000 7,744 8.75
</TABLE>
8
<PAGE>
During the year, the Bank purchased $78,000 of furniture from the
furniture store owned by Director Romine. The Bank purchased this furniture in
connection with the opening of its new office and believes that the terms and
conditions of the purchase were at least a favorable as would have been obtained
from an unaffiliated third party.
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PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
Stewart, Fowler & Stalvey, P.C. was the Company's independent public
accountant for the 1999 fiscal year. The Board of Directors intends to renew the
Company's arrangement with Stewart, Fowler & Stalvey, P.C. for the 2000 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, will
have the opportunity to make a statement if he or she so desires and is expected
to be available to respond to appropriate questions.
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 2000 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.
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.
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STOCKHOLDER PROPOSALS
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In order to be considered for inclusion in the Company's proxy
materials for the annual meeting of stockholders for the fiscal year ending
September 30, 2000, all stockholder proposals must be received at the Company's
executive office at 602 East Screven Street, Quitman, Georgia 31643 no later
than August 12, 2000. In addition, stockholder proposals must meet other
applicable criteria as set forth in the Company's bylaws in order to be
considered for inclusion in the Company's proxy materials.
Under the Company's bylaws, stockholder proposals that are not included
in the Company's proxy statement for the fiscal year ending September 30, 2000,
will only be considered at the annual meeting to be held in 2001 if the
stockholder submits notice of the proposal to the Company at the above address
by November 19, 2000. In addition, stockholder proposals must meet other
applicable criteria as set forth in the Company's bylaws in order to be
considered at the 2001 annual meeting.
9
<PAGE>
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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, 1999 will be furnished without charge to stockholders
as of the record date upon written request to the Secretary, Quitman Bancorp,
Inc., 602 East Screven Street, Quitman, Georgia 31643.
BY ORDER OF THE BOARD OF DIRECTORS
Quitman, Georgia
December 10, 1999
<PAGE>
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QUITMAN BANCORP, INC.
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 18, 2000
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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 2000 annual meeting of stockholders (the "Meeting"), to be held at 602
East Screven Street, Quitman, Georgia on Tuesday, January 18, 2000, at 4:30
p.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 to expire in 2003 |_| |_|
(except as marked to the contrary below):
Claude R. Butler
Walter B. Holwell
INSTRUCTIONS: To withhold your vote for either nominee, write the nominee's name
on the line below.
------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of Stewart, Fowler &
Stalvey, P.C. as the Company's independent
auditors for the fiscal year ending
September 30, 2000. |_| |_| |_|
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" both 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 BOTH 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. 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 10, 1999.
Please check here if you
Dated: |_| plan to attend the Meeting.
------------------
- -------------------------------- ---------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- -------------------------------- ---------------------------
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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