<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-12
Anson Bancorp, 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
ANSON BANCORP, INC.
211 South Greene Street
Wadesboro, North Carolina 28170
----------
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 12, 1998
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders (the
"Annual Meeting") of Anson Bancorp, Inc. (the "Company") will be held on
November 12, 1998, at 10:00 a.m., Eastern Time, at the office of the Company at
211 South Greene Street, Wadesboro, North Carolina.
The Annual Meeting is for the purpose of considering and voting upon the
following matters:
1. To elect seven persons who will serve as directors of the Company
until the 1999 Annual Meeting of stockholders or until their
successors are duly elected and qualified;
2. To ratify the selection of Faulkner & Thompson, P.A. as the
independent auditor for the Company for the fiscal year ending June
30, 1999; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof. The Board of Directors is not
aware of any other business to be considered at the Annual Meeting.
The Board of Directors has established October 2, 1998, as the record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and any adjournments thereof. In the event there are not
sufficient shares present in person or by proxy to constitute a quorum at the
time of the Annual Meeting, the Annual Meeting may be adjourned in order to
permit further solicitation of proxies by the Company.
By Order of the Board of Directors
/s/ Veda H. Edwards
Veda H. Edwards
Secretary
Wadesboro, North Carolina
October 12, 1998
A form of proxy is enclosed to enable you to vote your shares at the Annual
Meeting. You are urged, regardless of the number of shares you hold, to
complete, sign, date and return the proxy promptly. A return envelope, which
requires no postage if mailed in the United States, is enclosed for your
convenience.
<PAGE>
ANSON BANCORP, INC.
PROXY STATEMENT
1998 ANNUAL MEETING OF STOCKHOLDERS
November 12, 1998
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
General
This Proxy Statement is being furnished to stockholders of Anson Bancorp,
Inc. (the "Company") in connection with the solicitation by the board of
directors of the Company (the "Board of Directors" or "Board") of proxies to be
used at the 1998 Annual Meeting of Stockholders (the "Annual Meeting") to be
held on November 12, 1998, at 10:00 a.m., Eastern Time, at the office of the
Company at 211 South Greene Street, Wadesboro, North Carolina, and any
adjournments thereof. This Proxy Statement and the accompanying form of proxy
were first mailed to stockholders on or about October 12, 1998. The Company's
office is located at 211 South Greene Street, Wadesboro, North Carolina 28170
and its telephone number is (704) 694-2122.
Other than the matters listed on the attached Notice of 1998 Annual Meeting
of Stockholders, the Board of Directors knows of no matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxyholders discretionary authority to vote
the shares represented thereby in accordance with their best judgment on such
other business, if any, that may properly come before the Annual Meeting or any
adjournments thereof.
Revocability of Proxy
A proxy may be revoked at any time prior to its exercise by the filing of a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Annual Meeting and voting in person. However, if you are a beneficial owner of
shares of the Company's outstanding common stock (the "Common Stock") that are
not registered in your own name, you will need appropriate documentation from
the holder of record of your shares to vote personally at the Annual Meeting.
Solicitation
The Company will pay the cost of preparing, assembling and mailing this
Proxy Statement and other proxy solicitation expenses, if any. In addition to
the use of the mail, proxies may be solicited personally or by telephone by
directors, officers and regular employees of the Company and its wholly-owned
savings bank subsidiary, Anson Savings Bank, Inc. (the "Bank"), without
additional compensation therefor. Brokerage houses and nominees have been
requested to forward these proxy materials to the beneficial owners of shares
held of record by such persons and, upon request, the Company will reimburse
such persons for their reasonable out-of-pocket expenses in doing so.
Voting Securities and Vote Required for Approval
Regardless of the number of shares of Common Stock owned, it is important
that stockholders be present in person or represented by proxy at the Annual
Meeting. Stockholders are requested to vote by completing, signing, dating and
returning the enclosed proxy in the enclosed postage-paid envelope. Any
stockholder may vote for, against, or withhold authority to vote on any matter
to come before the Annual Meeting. If the enclosed proxy is properly completed,
signed, dated and returned, and not revoked, it will be voted in accordance with
the instructions therein. If a proxy is returned with no instructions given, the
proxy will be voted FOR the nominees for election to the Board
<PAGE>
of Directors named in this Proxy Statement and for the other matters described
in this Proxy Statement calling for a vote of the stockholders. If instructions
are given with respect to some but not all proposals, such instructions as are
given will be followed and the proxy will be voted FOR the proposals on which no
instructions are given.
The close of business on October 2,1998 has been fixed by the Board of
Directors as the record date ("Record Date") for the determination of those
stockholders of record entitled to notice of and to vote at the Annual Meeting
and any adjournments thereof. As of the Record Date, the Company had outstanding
585,124 shares of Common Stock. Each share of Common Stock entitles its owner to
one vote on each matter calling for a vote of stockholders at the Annual
Meeting.
The presence, in person or by proxy, of the holders of at least a majority
of shares of Common Stock entitled to vote at the Annual Meeting is necessary to
constitute a quorum at the Annual Meeting. Since many of our stockholders cannot
attend the Annual Meeting, it is necessary that a large number be represented by
proxy. Accordingly, the Board of Directors has designated proxies to represent
those stockholders who cannot be present in person and who desire to be so
represented. In the event there are not sufficient stockholders present, in
person or by proxy, to constitute a quorum or to approve or ratify any proposal
at the time of the Annual Meeting, the Annual Meeting may be adjourned in order
to permit the further solicitation of proxies.
In order to be elected, a nominee need only receive a plurality of the
votes cast in the election of the applicable class of directors for which he has
been nominated. As a result, those persons nominated for election who receive
the largest number of votes will be elected as directors. Accordingly, shares
not voted for any reason with respect to any one or more nominees will not be
counted as votes against such nominees. No stockholder has the right to
cumulatively vote his or her shares in the election of directors.
The proposal to ratify the appointment of the Company's independent auditor
for the year ending June 30, 1999 will be approved if the votes cast in favor of
such action exceed the votes cast opposing the action.
Abstentions will be counted for purposes of determining whether a quorum is
present at the Annual Meeting. Abstentions will not be counted in tabulating the
votes cast on any proposal submitted to the stockholders. Broker non-votes will
not be counted either for determining the existence of a quorum or for
tabulating votes cast on any proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Securities Exchange Act of 1934, as amended (the "Exchange Act"),
requires that any person who acquires the beneficial ownership of more than 5%
of the Common Stock of the Company notify the Securities and Exchange Commission
(the "SEC") and the Company. The table below contains certain information; as of
the Record Date, regarding all persons or "groups", as defined in the Exchange
Act, who held of record or who are known to the Company to own beneficially more
than 5% of the Company's Common Stock.
2
<PAGE>
Amount and Nature of
Name and Address Beneficial Ownership/1/ Percentage of Class/2/
---------------- ----------------------- ----------------------
Warren A. Mackey 51,100 8.7%
c/o CAI Advisors, Inc.
767 Fifth Avenue, 5th Floor
New York, New York 10153
- ----------------------
/1/ Unless otherwise noted, all shares are owned directly or indirectly by
the named individual, by his spouse and minor children and by other entities
controlled by the named individual.
/2/ Based on a total of 585,124 shares of Common Stock outstanding at the
Record Date.
Set forth below is certain information, as of the Record Date, regarding
those shares of Common Stock owned beneficially by each of the members of the
Board of Directors (including nominees for re-election at the Annual Meeting),
each of the members of the board of directors of the Bank, certain executive
officers of the Company and the Bank, and the directors and executive officers
of the Company and the Bank as a group (all persons listed are directors of the
Company and the Bank).
Amount and
Nature of Percentage
Beneficial of
Name and Address Ownership/1,2/ Class/3/
- ---------------- -------------- --------
Preston A. Burns, Chairman 5,500 0.94%
John J. Crawford, Director 10,000 1.71%
W. Kenneth Huntley, Director 10,000 1.71%
Emmett S. Patterson, Director 2,000 0.34%
John R. Potter, Director 2,500 0.43%
H. Patrick Taylor, Jr., Director 15,000 2.56%
Eugene M. Ward, Director, President and 10,000 1.71%
Chief Executive Officer
Other Executive Officers 5,565 0.95%
----- -----
All executive officers and directors as a
group (9 Persons) 60,565 10.35%
- --------------------------------
/1/Voting and investment power is not shared unless otherwise indicated.
/2/Unless otherwise noted, all shares are owned directly or indirectly by
the named individuals, their spouses and minor children, or other entities
controlled by the named individuals.
/3/Based upon a total of 585,124 shares of Common Stock outstanding at the
Record Date.
3
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than ten percent of the Company's Common
Stock, to file reports of ownership and changes in ownership with the SEC.
Executive officers, directors and greater than ten percent beneficial owners are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that during the fiscal year ended June 30, 1998,
all of its executive officers and directors and greater than ten percent
beneficial owners complied with all applicable Section 16(a) filing
requirements.
PROPOSAL 1
ELECTION OF DIRECTORS
Nominees
The Articles of Incorporation of the Company provide that the number of
directors of the Company shall not be less than five nor more than fifteen, with
the exact number within this range to be fixed from time to time by the Board of
Directors. The Board of Directors has currently fixed the size of the Board at
seven members.
The Board of Directors has nominated the seven persons named below for
election as directors to serve for the terms specified, or until their earlier
death, resignation, retirement, removal or disqualification or until their
successors are elected and qualified.
The persons named in the accompanying form of proxy intend to vote any
shares of Common Stock represented by valid proxies received by them to elect
the seven nominees listed below as directors for the terms specified, unless
authority to vote is withheld or such proxies are duly revoked. Each of the
nominees for election is currently a member of the Board of Directors. In the
event that any of the nominees should become unavailable to accept nomination or
election, it is intended that the proxyholders will vote to elect in his stead
such other person as the present Board of Directors may recommend or to reduce
the number of directors to be elected at the Annual Meeting by the number of
such persons unable or unwilling to serve (subject to the requirements of the
Company's Articles of Incorporation and Bylaws). The present Board of Directors
has no reason to believe that any of the nominees named herein will be unable to
serve if elected to office. In order to be elected as a director, a nominee need
only receive a plurality of the votes cast.
The following table sets forth as to each nominee, his name, age, principal
occupation during the last five years, the term for which he has been nominated,
and the year he was first elected as a director of the Bank. All of the nominees
were appointed to serve as initial directors of the Company in connection with
its incorporation in March 1998.
4
<PAGE>
<TABLE>
<CAPTION>
Age on Director
June 30, Principal Occupation Term of Bank
Name 1998 During Last Five Years Expires Since
- ---- -------- ---------------------- ------- -----
<S> <C> <C> <C> <C>
Preston A. Burns,
Chairman 84 Retired, former President of Wadesboro Auto Supply 1999 1958
John J. Crawford 78 Retired, former owner of Crawford Motor Company 1999 1960
W. Kenneth Huntley 49 President, Huntley Oil and Gas Company, Inc. 1999 1989
Emmett S. Patterson 60 General Manager and Executive Vice President, PeeDee 1999 1988
Electric Membership Corporation
John R. Potter 80 Retired, former Anson County Agricultural Extension Agent 1999 1962
H. Patrick Taylor, Jr. 74 Attorney 1999 1961
Eugene M. Ward 63 President and Chief Executive Officer, Anson Savings Bank, 1999 1962
Inc.
</TABLE>
The Board of Directors recommends a vote FOR all of the nominees for
---
election as directors.
Board of Directors of the Bank
The Bank also has a seven member board of directors which is composed of
the same persons who are currently directors of the Company.
Meetings of the Board and Committees of the Board
The Company was organized in March 1998 by the board of directors of the
Bank to acquire and hold the capital stock of the Bank issued in connection with
the Bank's conversion from mutual to stock form (the "Conversion"). The Company
did not actively engage in any business until after the consummation of the
Conversion on June 19, 1998. Consequently, the meetings of the Board of
Directors held during the fiscal year ended June 30, 1998 were held in
connection with the organization of the Company and the Conversion. During
fiscal 1998, the Board of Directors of the Company held five meetings. All of
the existing directors of the Company, including the nominees for election
listed above, attended at least 75% of the aggregate number of meetings of the
Board of Directors and committees of the Board on which they served during the
year ended June 30, 1998.
The Board of Directors of the Company has a standing Audit Committee. The
Company's Audit Committee consists of Messers. Burns, Crawford, Huntley,
Patterson, Potter and Taylor. This Committee meets periodically to supervise
examination of the assets and the liabilities and the internal audit program of
the Company and its subsidiaries and to cause outside audits to be performed on
the financial statements of the Company.
In addition, the full Board of Directors acts as a nominating committee
each year prior to the annual meeting of stockholders to nominate persons for
election to the Board of Directors.
The Bank's board of directors has appointed four standing committees to
which certain responsibilities have been delegated -- the Executive Committee,
the Loan Committee, the Proxy Committee and the Nominating/Compensation
Committee. The Executive Committee, the Proxy Committee and Loan Committee meet
on an as needed basis. The Executive Committee did not meet during the 1998
fiscal year. The Proxy Committee met two times and the Loan Committee met 38
times during the year ended June 30, 1998.
5
<PAGE>
The Board of Directors of the Company does not have a compensation
committee. The Bank's Nominating/Compensation Committee, which generally meets
annually and met one time during the year ending June 30, 1998, serves as the
Company's compensation committee and determines the compensation of the
executive officers of the Company and the Bank. The salaries of each of the
executive officers is determined based upon the executive officer's
contributions to the Bank's overall profitability, maintenance of regulatory
compliance standards, professional leadership, and management effectiveness in
meeting the needs of day to day operations. The Nominating/Compensation
Committee also compares the compensation of the Bank's executive officers with
compensation paid to executives of comparable financial institutions in North
Carolina and executives of other businesses in the Bank's market area. Mr. Ward
participates in the deliberations of the Nominating/Compensation Committee
regarding compensation of officers other than himself. He does not participate
in the discussion or decisions regarding his own compensation.
Director Compensation
Board Fees. Members of the Board of Directors receive no fees or
compensation for their service. However, all members of the Company's Board of
Directors are also directors of the Bank. For their service on the Bank's board
of directors, all members of the Bank's board of directors, including Mr. Ward,
receive an annual retainer of $600.00 and an additional $200.00 per meeting
attended. Board fees are subject to adjustment annually. The Bank's Executive
Committee members, including Mr. Ward, receive $50.00 per meeting attended; all
of the directors of the Bank, excluding Mr. Ward, receive $50.00 per month for
their services on the Loan Committee.
Executive Officers
The following table sets forth certain information with respect to the
persons who are executive officers of the Company and the Bank.
<TABLE>
<CAPTION>
Employed By
the Bank or
Age on Positions and Occupations the Company
Name June 30, 1998 During Last Five Years Since
- ---- ------------- ----------------------- -----
<S> <C> <C> <C>
Eugene M. Ward 63 President and Chief Executive Officer 1962
Nancy H. Allen 53 Treasurer and Assistant Secretary 1964
Veda H. Edwards 58 Secretary 1959
</TABLE>
Management Compensation
Summary Compensation Table. The following table sets forth for the fiscal
years ended June 30, 1998 and 1997 certain information as to the cash
compensation received by Mr. Ward, the Chief Executive Officer of the Company
and the Bank. There were no other executive officers whose cash compensation
exceeded $100,000 for services rendered in all capacities.
6
<PAGE>
<TABLE>
<CAPTION>
Other Annual
Name and Compensation All Other
Principal Position Year Salary Bonus ($)/3/ Compensation
- ------------------ ---- ------ ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Eugene M. Ward, President, Chief 1998 $66,533/1/ $----/4/ ---- $1,918.80/3/
Executive Officer and Director
1997 $64,000/1/ $7,320 ---- $ 395.00/3/
</TABLE>
- -----------------------
/1/ Includes directors' fees of $3,250 and $3,000 received by Mr. Ward in 1998
and 1997, respectively.
/2/ Under the "Other Annual Compensation" category, perquisites for the fiscal
years ended June 30, 1998 and 1997 did not exceed the lesser of $50,000 or
10% of salary and bonus as reported for Mr. Ward.
/3/ Represents the amount of the insurance premium paid by the Bank for term
life insurance for the benefit of Mr. Ward.
/4/ Mr. Ward's bonus for fiscal year 1998 was not paid until August 1998 after
the Company's and the Bank's audit was completed. See "Bonus Compensation"
below.
Bonus Compensation
The board of directors of the Bank has established a plan for awarding an
annual bonus to all employees of the Bank including Mr. Ward. Under the terms of
the annual bonus plan, if the profits of the Bank exceed a certain target
amount, which target amount is determined annually by the Bank's board of
directors, an aggregate amount equal to 10% of the profits of the Bank is
divided pro rata among the full-time employees based on each employee's base
salary. However, the annual bonus paid to each of the Bank's employees may not
exceed 20% of each such employee's annual base salary. However, as is the case
with the Bank's compensation arrangements in general, the Bank's bonus
compensation is subject to regulatory oversight and, therefore, could be changed
in the future in response to regulatory requirements or otherwise.
Other Benefits
The Bank maintains a non-contributory defined benefit pension plan (the
"Pension Plan") for its employees. All full-time employees of the Bank who have
completed one year of service and who are at least twenty-one (21) years of age
are covered under the Pension Plan.
Participants are fully vested in amounts contributed to the Pension Plan on
their behalf after six (6) years of service, as follows: less than 2 years of
service, 0%; 2 years, 20%; 3 years, 40%; 4 years, 60%; 5 years, 80%; 6 years,
100%. Benefits under the Pension Plan are payable in the event of the
participant's retirement, death, disability or termination of employment.
Normal retirement age under the Pension Plan is the later of (a) age
sixty-five (65), or (b) the fifth anniversary of the participant's joining the
plan ("Normal Retirement Age"). Subject to certain restrictions on maximum
benefits required by federal law, upon reaching Normal Retirement Age, each
participant will receive a retirement benefit normally in the form of a straight
life annuity, determined pursuant to a formula which takes into consideration a
participant's "average monthly compensation" and up to seven (7) years of
service. For purposes of the Pension Plan, a participant's "average monthly
compensation" is defined as a participant's compensation converted to a monthly
amount and then averaged over the five (5) consecutive plan years within the
last ten (10) calendar years immediately preceding his retirement.
7
<PAGE>
As of June 30, 1998, Mr. Ward's expected benefit under the Pension Plan at
Normal Retirement Age was $33,093 per year.
Employment Agreement
In connection with the Conversion, the Bank entered into an employment
agreement with Eugene M. Ward, President and Chief Executive Officer, in order
to establish his duties and compensation and to provide for his continued
employment with the Bank. The agreement provides for an initial annual base
salary of $69,000 and an initial term of employment of three years. Commencing
on the first anniversary date and continuing on each anniversary date
thereafter, following a performance evaluation of the employee, the agreement
may be extended for an additional year so that the remaining term shall be three
years unless written notice of non-renewal is given by the board of directors of
the Bank. The agreement also provides that base salary shall be reviewed by the
board of directors not less often than annually. In addition, the employment
agreement provides for possible profitability and discretionary bonuses, as
described in "Bonus Compensation" and participation in all other pension,
profit-sharing or retirement plans maintained by the Bank or by the Company for
employees of the Bank, as well as fringe benefits normally associated with Mr.
Ward's office. The employment agreement provides that it may be terminated by
the Bank for cause, as defined in the agreement, and that it may otherwise be
terminated by the Bank (subject to vested rights) or by Mr. Ward. In the event
of a "change in control" (as defined below) in lieu of continuing to be entitled
to receive a profitability bonus, Mr. Ward's base salary shall be adjusted to
include an amount equal to the average of the two previous years' annual
profitability bonus and such adjusted base salary shall be increased by a
minimum of 6% annually. In addition, the agreement will automatically be
extended so that it will have a three-year term after the change in control.
The employment agreement provides that the nature of Mr. Ward's
compensation, duties or benefits cannot be diminished following a change in
control of the Bank or the Company. For purposes of the employment agreement, a
change in control generally will occur if (i) after the effective date of the
employment agreement, any "person" (as such term is defined in Sections 3(a)(9)
and 13(d)(3) of the Exchange Act) directly or indirectly, acquires beneficial
ownership of voting stock, or acquires irrevocable proxies or any combination of
voting stock and irrevocable proxies, representing 25% or more of any class of
voting securities of either the Company or the Bank, or acquires in any manner
control of the election of a majority of the directors of either the Company or
the Bank, (ii) either the Company or the Bank consolidates or merges with or
into another corporation, association or entity, or is otherwise reorganized,
where neither the Company nor the Bank is the surviving corporation in such
transaction, or (iii) all or substantially all of the assets of either the
Company or the Bank are sold or otherwise transferred to, or are acquired by,
any other entity or group.
Severance Plan
In connection with the Conversion, the Bank's Board of Directors adopted a
Severance Plan for the benefit of its employees who are not employed by the Bank
pursuant to an employment agreement at the time of a "change in control" (as
defined in the Severance Plan). The Severance Plan provides that in the event
there is a change in control of the Bank or the Company and (i) the Bank or any
successor of the Bank terminates the employment of any full time employee of the
Bank in connection with, or within 24 months after the change in control, other
than for "cause" (as defined in the Severance Plan), or (ii) an employee
terminates his or her employment with the Bank or any successor following a
decrease in the level of such employee's annual base salary rate or a transfer
of such employee to a location more than 40 miles distant from the employee's
primary work location within 24 months after a change in control, the employee
shall be entitled to a severance benefit equal to the following: (a) if the
employee has been an employee for less than twenty (20) years, the employee
shall be entitled to a benefit equal to the greater of (1) an amount equal to
two weeks' salary at the employee's existing salary rate multiplied times the
employee's number of complete years of service as a Bank employee or (2) the
amount of one month's salary at the employee's salary rate at the time of
termination; or (b) if the employee has been an employee for twenty (20) or more
years, the employee shall be entitled to a benefit equal to the greater of (1)
an amount equal to two weeks' salary of the
8
<PAGE>
employee's existing salary rate multiplied times the employee's number of
complete years of service as a Bank employee or (2) an amount equal to two years
of the employee's annual salary at the employee's existing salary rate.
Certain Indebtedness and Transactions of Management
The Bank makes loans to its executive officers and directors in the
ordinary course of its business. These loans are currently made on substantially
the same terms, including interest rates, collateral and repayment terms, as
those then prevailing for comparable transactions with nonaffiliated persons,
and do not involve more than the normal risk of collectibility or present any
other unfavorable features. Applicable regulations prohibit the Bank from making
loans to its executive officers and directors at terms more favorable than could
be obtained by persons not affiliated with the Bank. The Bank's policy
concerning loans to executive officers and directors currently complies with
such regulations.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
Faulkner & Thompson, P.A., the Company's and the Bank's independent auditor
for the year ended June 30, 1998, has been selected as the Company's and the
Bank's independent auditor for the 1999 fiscal year. Such selection is being
submitted to the Company's stockholders for ratification. A representation of
Faulkner & Thompson, P.A. is expected to attend the Annual Meeting and will be
afforded an opportunity to make a statement, if he so desires, and to respond to
appropriate questions from stockholders.
DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
It is presently anticipated that the 1999 Annual Meeting of Stockholders
will be held in November of 1999. In order for stockholder proposals to be
included in the proxy material for that meeting, such proposals must be received
by the Secretary of the Company at the Company's principal executive office not
later than June 16, 1999, and meet all other applicable requirements for
inclusion therein.
The Company's Bylaws provide that, in order to be eligible for
consideration at an annual meeting of stockholders, all nominations of
directors, other than those made by the Company's Board of Directors, must be
made in writing and must be delivered to the Secretary of the Company not less
than 50 days nor more than 90 days prior to the meeting at which such
nominations will be made; provided, however, if less than 21 days notice of the
meeting is given to stockholders, such nominations must be delivered to the
Secretary of the Company not later than the close of business on the seventh day
following the day on which the notice of meeting was mailed.
OTHER MATTERS
Management knows of no other matters to be presented for consideration at
the Annual Meeting or any adjournments thereof. If any other matters shall
properly come before the Annual Meeting, it is intended that the proxyholders
named in the enclosed form of proxy will vote the shares represented thereby in
accordance with their judgment, pursuant to the discretionary authority granted
therein.
9
<PAGE>
MISCELLANEOUS
The Annual Report of the Company for the year ended June 30, 1998, which
includes consolidated financial statements audited and reported upon by the
Company's independent auditor, is being mailed along with this Proxy Statement;
however, it is not intended that the Annual Report be deemed a part of this
Proxy Statement or a solicitation of proxies.
THE FORM 10-KSB FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, WILL BE
PROVIDED FREE OF CHARGE TO THE COMPANY'S STOCKHOLDERS UPON WRITTEN REQUEST
DIRECTED TO: ANSON BANCORP, INC., 211 SOUTH GREENE STREET, WADESBORO, NORTH
CAROLINA 28170, ATTENTION: EUGENE M. WARD.
By Order of the Board of Directors,
/s/ Veda H. Edwards
Veda H. Edwards
Secretary
Wadesboro, North Carolina
October 12, 1998
10
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[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE ANSON BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 12, 1998
10:00 a.m.
The undersigned hereby appoints the official proxy committee consisting of
all the members of the Board of Directors of Anson Bancorp, Inc. (the
"Company"), each with full power of substitution, to act as attorneys and
proxies for the undersigned, and to vote all shares of Common Stock of the
Company which the undersigned is entitled to vote only at the Annual Meeting of
Stockholders, to be held at the office of the Company, 211 South Greene Street,
Wadesboro, North Carolina, on November 12, 1998, at 10:00 a.m. and at any and
all adjournments thereof, as follows:
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Please be sure to sign and date this Proxy in the box below. Date
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- ---- Stockholder sign above ---------Co-holder (if any) sign above ------------
+ +
For Withhold For All Except
1. The approval of the election of the ----- ---------- ----------------
following named directors:
----- ---------- ----------------
Preston A. Burns, John J. Crawford, W. Kenneth Huntley, Emmett S. Patterson,
John R. Potter, H. Patrick Taylor, Jr. and Eugene M. Ward who will serve as
directors of the Company until the 1999 Annual Meeting of Stockholders or until
their successors are duly elected and qualify.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
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For Against Abstain
2. The ratification of Faulkner & ----- ---------- ----------------
Thompson, P.A. as the independent
auditor of the Company for the year ----- ---------- ----------------
ending June 30, 1999.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS.
If a proxy is returned and no instructions are given, the proxy will be
voted for the nominees for election to the Board of Directors named on this
---
Revocable Proxy and for the ratification of Faulkner & Thompson, P.A. as the
---
independent auditor for the Company for the 1999 fiscal year. If instructions
are given with respect to one but not both proposals, such instructions as are
given will be followed and the proxy will be voted for the proposal on which no
---
instructions are given.
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
ANSON BANCORP, INC.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
The above signed acknowledges receipt from the Company, prior to the
execution of this Proxy, of a Notice of Annual Meeting and a Proxy Statement
dated October 12, 1998.
Please sign exactly as your name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder may sign, but only one signature is
required.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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