<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
UNITY HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
UNITY HOLDINGS, INC.
950 JOE FRANK HARRIS PARKWAY, SE
CARTERSVILLE, GEORGIA 30121
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Dear Fellow Shareholder:
We cordially invite you to attend the 1999 Annual Meeting of
Shareholders of Unity Holdings, Inc., the holding company for Unity National
Bank. At the meeting, we will report on our performance in 1998 and answer your
questions. We are excited about the opening of our bank in 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 19, 1999 at 3:00 p.m. at our office at 950 Joe Frank Harris
Parkway, SE, Cartersville, Georgia 30121 for the following purposes:
1. To elect three members to the Board of Directors;
2. To consider a proposal to approve the company's 1999 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 our transfer agent, American Securities Transfer & Trust, Inc., as promptly
as possible in the envelope provided.
By Order of the Board of Directors,
Michael L. McPherson
President and Chief Executive Officer
April 16, 1999
Cartersville, Georgia
<PAGE> 3
UNITY HOLDINGS, INC.
950 JOE FRANK HARRIS PARKWAY, SE
CARTERSVILLE, GEORGIA 30121
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 19, 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 839,211 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 Michael L. McPherson and
James D. Timmons as your representatives at the meeting. Mr. McPherson and Mr.
Timmons 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.
McPherson and Mr. Timmons 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 1999 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. McPherson and Mr. Timmons 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 16,
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:
<TABLE>
<CAPTION>
Class I Class II Class III
<S> <C> <C>
Donald D. George Sam R. McCleskey Kenneth R. Bishop
John S. Lewis Stephen A. Taylor Jerry W. Braden
Michael L. McPherson B. Don Temples
</TABLE>
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Shareholders will elect three nominees as Class I directors at the
meeting to serve a three-year term, expiring at the 2002 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.
The Board of Directors recommends that you elect Donald D. George, John
S. Lewis, and Michael L. McPherson as Class I directors.
If you submit a proxy but do not specify how you would like it to be
voted, Mr. McPherson and Mr. Timmons will vote your proxy to elect Mr. George,
Mr. Lewis, and Mr. McPherson. If any of these nominees is unable or fails to
accept nomination or election (which we do not anticipate), Mr. McPherson and
Mr. Timmons 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, each of whom
has been a director of the company since its formation in 1997 and is also a
director of Unity National Bank:
Donald D. George, 59, was born in Wardtown, Virginia. He attended
several colleges including Virginia State University, ICBO Business School of
Manhattan, and St. Francis of Xavier College of Labor Relations. Mr. George has
been in the transportation industry for over 30. He owns and is the president of
Universal Transportation Corporation, established in October 1997, which
provides Medicaid and Medicare transportation. In 1990, Mr. George formed his
own company, Free Enterprise of Atlanta, Inc. d/b/a George's Motor Coach, which
provides trip and shuttle services through the Atlanta area as well as
out-of-state charter trips. He was also President of the 223rd Street Block
Association and Scout master of Boy Scout Troop 676. Mr. George is a member of
the Cobb County Chamber of Commerce, the City of Atlanta Chamber of Commerce,
the Atlanta Business League, the City of Conyers Chamber of Commerce, and the
Board of Directors of National Key Women of America.
John S. Lewis, 55, was born in Cartersville, Georgia. He received a
Bachelor of Business Administration from the University of Georgia. He received
a LLB in Law from Mercer University. Mr. Lewis is in the property management
business and manages jointly and independently owned income-producing real
estate and farm land. He has been in the real estate sales and management
business since 1986. He was a practicing attorney in Cartersville from 1970 to
1985.
Michael L. McPherson, 49, was born in Cartersville, Georgia. He
received a Bachelors Degree in Business Administration, cum laude, from Brenau
College, Gainesville, Georgia. He graduated from several American Bankers
association schools on credit and lending. He received the professional
designation of Certified Lender-Business Banking (CLBB) from the Institute of
Certified Bankers. He graduated from the Georgia Bankers School at the
University of Georgia. Mr. McPherson has been a banker since 1977, when he began
his career at Bartow County Bank, Cartersville, Georgia. He worked in all phases
of banking from bookkeeping to senior vice president in charge of lending. He
was employed by Bartow County Bank from 1977 to 1990. In 1990, Mr. McPherson
moved to First Community Bank & Trust, Cartersville, Georgia as executive vice
president and chief lending officer. He remained with First Community Bank &
Trust until September 1997, at which time he resigned to lead the formation of
Unity National Bank. Mr. McPherson is a past director of the Alumni Board of
Governors of Reinhardt College; a past director of the Georgia Chapter of Bank
Administration Institute; past president of the Young Bankers Section of
Community Bankers Association; a past member of the Board of Directors of Bartow
County Advocates for Children; a member of Center Baptist Church, Cartersville;
and active in various local charitable and civic organizations.
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 a director of Unity National Bank.
Kenneth R. Bishop, 35, was born in Jacksonville, Florida. He received a
Bachelors Degree in Business Administration - Marketing from the University of
Georgia. Mr. Bishop is the previous owner of Daddy Pam's
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Coffeehouse which he opened in March 1997. Mr. Bishop is currently employed as a
vice president of Southern Color & Chemical Co., Inc. He has been an active
member and supporter of the Sam Jones Methodist Church for many years. In
addition, he has been active in a number of local charities, both financially
and in service.
Jerry W. Braden, 54, was born in Rome, Georgia. He received a Bachelor
of Science Degree and a Masters Degree in Agricultural Economics from the
University of Georgia. He is the owner of a real estate management and
development company styled The Braden Group. The Braden Group is a trade name
used to develop real estate, to sell real estate, and to own and manage
apartment complexes. He has owned and operated The Braden Group since 1981. Mr.
Braden has been actively involved in many civic endeavors in Bartow County,
including past chairman of the Market Analysis Research Committee for the
Washington-based Council for Affordable and Rural Housing; member of the Board
of Directors of the Bartow County Habitat for Humanity; member of the Board of
Directors of Bartow County Home Builders Association; member of the Board of
Trustees of the Sam Jones Historic Home and Museum; member of Board of Directors
of the Cartersville-Bartow County Opera; and chairman of the Finance Committee
of Trinity United Methodist Church.
Sam R. McCleskey, 58, was born in Woodstock, Georgia. Since 1979, Mr.
McCleskey has been a supervisor in the tool and die area of Lockheed Martin
Corporation and also the owner of McCleskey Builders, Inc., a residential home
builder.
Stephen A. Taylor, 43, was born in Fairmount, Georgia. Mr. Taylor is
the owner of Taylor Farm Supply, which has served Cartersville, Georgia for
nearly 50 years. Mr. Taylor has attended Reinhardt College and Floyd College and
is a supporter of both these institutions. He is a past member of the Purina
Corporation Advisory Board. Mr. Taylor also coached several years in the Bartow
County Recreation Department.
B. Don Temples, 47, was born in Cartersville, Georgia. Mr. Temples
received an Associate of Arts degree from Reinhardt College and a Bachelor of
Business Administration degree from the University of Georgia. He is a licensed
real estate broker and co-owner of Temple's Construction, a residential real
estate development and construction company.
PROPOSAL NO. 2: APPROVAL OF THE 1999 STOCK INCENTIVE PLAN
GENERAL
The Board of Directors has adopted the company's 1999 Stock Incentive
Plan effective March 16, 1999, 1999. 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 150,000 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 also automatically
increase each year by an amount equal to 1% of the shares outstanding at that
time, except that the total number of shares available under the plan will not
exceed 20% of the total number of shares outstanding.
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
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<PAGE> 6
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.
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 recognize 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
The Company granted the following stock options effective March 16,
1999:
- Incentive stock options covering 24,460 shares to Mr.
McPherson, President and Chief Executive Officer of the
Company;
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- Incentive stock options covering 40,460 shares to officers of
the Company as a group (including options granted to Mr.
McPherson).
Each of these option grants includes the following features:
- An exercise period of ten years;
- A five-year vesting term, with 20% to vest upon each of the
first five anniversaries of the opening date of the Bank
(November 30, 1998);
- Restrictions on transferability; and
- An exercise price of $10.00 per share, which was fair market
value on the date of grant.
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 are entitled to 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 1999 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
Unity National Bank to its Chief Executive Officer and President for the years
ended December 31, 1997 and 1998. No executive officers of the company or Unity
National Bank earned total annual compensation, including salary and bonus, in
excess of $100,000 in 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation(1)
----------------------
Name and Principal Position Year Salary Bonus
- --------------------------- ---- ------ -----
<S> <C> <C> <C>
Michael L. McPherson 1998 $92,185 $16,134
President and Chief Executive Officer 1997 $24,419 $ 0
</TABLE>
(1) Executive officers of the company also received indirect compensation in
the form of certain perquisites and other personal benefits. The amount of
such benefits received in the fiscal year by each named executive officer
did not exceed 10% of the executive's annual salary and bonus.
EMPLOYMENT AGREEMENTS
The company has entered into an employment agreement with Mr. McPherson
for a five year term pursuant to which Mr. McPherson serves as the President and
Chief Executive Officer of the company and Unity National Bank. Mr. McPherson
receives an annual salary of $110,000, plus his yearly medical insurance
premium. Mr. McPherson is also eligible to participate in any management
incentive program of the bank or any long-term equity incentive program and is
eligible for grants of stock options and other awards thereunder.
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Additionally, Mr. McPherson participates in the bank's retirement, welfare and
other benefit programs and is entitled to a life insurance policy and an
accident liability policy and reimbursement for automobile expenses, club dues,
and travel and business expenses. Following termination of his employment with
the bank and for a period of twelve months thereafter, Mr. McPherson may 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 the bank's
offices, (ii) solicit major customers of the Bank for the purpose of providing
financial services, or (iii) solicit employees of the bank for employment.
DIRECTOR COMPENSATION
Neither the company nor Unity National Bank paid directors' fees in
1998. However, in recognition for the financial risks they undertook in
connection with the formation of the bank, each organizer of the bank, who are
also the initial directors, received warrants to purchase 17,500 additional
shares of common stock, or an aggregate of 140,000 shares. The warrants will be
exercisable at $10 per share and have a term of 10 years, but they will not
become exercisable until November 30, 1999, which is the first anniversary of
the date the bank opened.
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 December 31, 1998.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES BENEFICIAL
NAME OWNED (1) OWNERSHIP
---- ---------------- -------------
<S> <C> <C>
Kenneth R. Bishop 17,500 2.08%
Jerry W. Braden 20,000 2.38%
Donald D. George 17,500 2.08%
John S. Lewis 17,500 2.08%
Sam R. McCleskey 17,700 2.11%
Michael L. McPherson 18,537 2.21%
Stephen A. Taylor 18,500 2.20%
B. Don Temples 17,500 2.08%
Executive officers and directors as a 145,737 17.37%
group (8 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 or warrants, because no stock options or warrants are
exercisable within the next 60 days.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1998, the Board of Directors of the
company held 25 meetings and the Board of Directors of Unity National Bank held
2 meetings. All of the directors of the company and Unity National 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 an audit committee
effective for the calendar year 1999. The audit committee did not meet in 1998,
as all audit items were presented to the full board in 1998. The audit committee
will have 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 appraising the effectiveness of
internal and external audit efforts. The audit committee reports its findings to
the Board of Directors.
The full Board of Directors, rather than a separate 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.
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 Unity National Bank have banking and other transactions
in the ordinary course of business with directors and officers of the company
and Unity National 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 Unity National Bank. Loans to
individual directors and officers must also comply with Unity National 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 of December 31, 1998, the Company had no class of securities
registered pursuant to Section 12 of the Exchange Act. As a result, Section
16(a) of the Exchange Act does not apply to the Company.
INDEPENDENT AUDITORS
The company has selected the firm of Mauldin & Jenkins, LLC to serve as
the independent auditors to the company for the year ending December 31, 1999.
The Company does not expect a representative from this firm to attend the annual
meeting.
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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 17, 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. Any
proposals submitted by a shareholder outside the processes of Rule 14a-8 under
the Exchange Act for presentation at the Company's next annual meeting will be
considered untimely for purposes of Rule 14a-4 and 14a-5 if received by the
Company less than 30 days prior to the date of such meeting, or, if notice of
the meeting is given in a lesser period of time, more than 10 days after the
date of such notice.
April 16, 1999
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PROXY SOLICITED FOR ANNUAL MEETING
OF SHAREHOLDERS OF
UNITY HOLDINGS, INC.
TO BE HELD ON MAY 19, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints Michael L. McPherson
and James D. Timmons, 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 Unity Holdings, Inc. that
the undersigned would be entitled to vote at the Annual Meeting of Shareholders
of the company to be held at 950 Joe Frank Harris Parkway, SE, Cartersville,
Georgia 30121, on May 19, 1999 at 3:00 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 THREE IDENTIFIED
CLASS I DIRECTORS TO SERVE ON THE BOARD OF DIRECTORS EACH FOR THREE-YEAR TERMS;
AND (II) "FOR" PROPOSAL NO. 2 TO APPROVE THE 1999 STOCK INCENTIVE PLAN.
1. PROPOSAL to elect the three identified Class I directors to serve for three
year terms.
Donald D. George John S. Lewis Michael L. McPherson
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed (except as marked to to vote for all
the contrary) nominees
(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 1999 Stock Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
- --------------------------------------------------------------------------------
Dated: , 1999
-------------------------
------------------------------------
Signature of Shareholder(s)
------------------------------------
Please print name
------------------------------------
Signature of Shareholder(s)
------------------------------------
Please print name
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.
10
