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-12
CLOVER COMMUNITY BANKSHARES, 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:
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>
CLOVER COMMUNITY BANKSHARES, INC.
NOTICE OF ANNUAL MEETING
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of the Shareholders of Clover
Community Bankshares, Inc. will be held at Clover Community Bank, 124 North Main
Street, Clover, South Carolina, on Monday, April 17, 2000, at 7:00 p.m., for the
following purposes:
(1) To elect eight directors; and
(2) To act upon other such matters as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on March 3, 2000,
are entitled to notice of and to vote at the meeting. In order that the meeting
can be held, and a maximum number of shares can be voted, whether or not you
plan to be present at the meeting in person, please fill in, date, sign and
promptly return the enclosed form of proxy.
Returning the signed proxy will not prevent you from voting in person
if you attend the meeting.
Included herewith is the Company's 2000 Proxy Statement. Also included
is the Company's 1999 Annual Report to Shareholders.
By Order of the Board of Directors
April 1, 2000 James C. Harris, Jr.
President
<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
124 NORTH MAIN STREET
CLOVER, SOUTH CAROLINA 29710
(803) 222-7660
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Clover Community Bankshares, Inc. (the
"Company") for use at the Annual Meeting of Shareholders to be held at 7:00 p.m.
on Monday, April 17, 2000 at Clover Community Bank, 124 North Main Street,
Clover, South Carolina. A Notice of Annual Meeting is attached hereto, and a
form of proxy is enclosed. This statement is furnished on or about April 1,
2000, in connection with the solicitation. The cost of this solicitation is
being paid by the Company. The only method of solicitation to be employed, other
than use of the proxy statement, is personal telephone contact by directors and
regular employees of the Company.
ANNUAL REPORT
The Annual Report to Shareholders covering the Company's fiscal year
ended December 31, 1999, including financial statements, is enclosed with this
Proxy Statement. The Annual Report does not form any part of the material for
the solicitation of proxies.
REVOCATION OF PROXY
Any shareholder who executes and delivers a proxy has the right to
revoke it at any time before it is voted. The proxy may be revoked by delivery
to Gwen M. Thompson, the corporate secretary, Clover Community Bankshares, Inc.,
124 North Main Street, Clover, South Carolina 29710, of an instrument which by
its terms revokes the proxy, or by delivery to the Company of a duly executed
proxy bearing a later date. Written notice of revocation of a proxy or delivery
of a later dated proxy will be effective upon receipt thereof by the Company.
Attendance at the Annual Meeting will not in itself constitute revocation of a
proxy. However, any shareholder who desires to do so may attend the meeting and
vote in person in which case the proxy will not be used.
QUORUM AND VOTING
At the close of business on March 3, 2000, there were outstanding
1,014,096 shares of the Company's common stock, with a par value of $0.01 per
share. Each share outstanding will be entitled to one vote upon each matter
submitted at the meeting. Only shareholders of record at the close of business
on March 3, 2000 (the "Record Date"), shall be entitled to notice of and to vote
at the meeting.
A majority of the shares entitled to be voted at the annual meeting
constitutes a quorum. If a share is represented for any purpose at the annual
meeting by the presence of the registered owner or a person holding a valid
proxy for the registered owner, it is deemed to be present for purposes of
establishing a quorum. Therefore, valid proxies which are marked "Abstain" or
"Withhold" and shares that are not voted, including proxies submitted by brokers
that are the record owners of shares (so-called "broker non-votes"), will be
included in determining the number of votes present or represented at the annual
meeting. If a quorum is not present or represented at the meeting, the
shareholders entitled to vote, present in person or represented by proxy, have
the power to adjourn the meeting from time to time, without notice other than an
announcement at the meeting. If the meeting is to be reconvened within thirty
days, no notice of the reconvened meeting will be given other than an
announcement at the adjourned meeting. If the meeting is to be adjourned for
thirty days or more, notice of the reconvened meeting will be given as provided
in the Bylaws. At any reconvened meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.
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If a quorum is present at the Annual Meeting, directors will be elected
by a plurality of the votes cast by shares present and entitled to vote at the
annual meeting. Cumulative voting is not permitted. Votes that are withheld or
that are not voted in the election of directors will have no effect on the
outcome of election of directors. If a quorum is present all other matters that
may be considered and acted upon at the Annual Meeting will be approved if the
number of shares of Common Stock voted in favor of the matter exceeds the number
of shares of Common Stock voted against the matter. Votes that are withheld or
shares that are not voted on any such matter will have no effect on the outcome.
ACTIONS TO BE TAKEN BY THE PROXIES
The persons named as proxies were selected by the Board of Directors of
the Company. When the form of proxy enclosed is properly executed and returned,
the shares that it represents will be voted at the meeting. Each proxy, unless
the shareholder otherwise specifies therein, will be voted "FOR" the election of
the persons named in this Proxy Statement as the Board of Directors' nominees
for election to the Board of Directors. In each case where the shareholder has
appropriately specified how the proxy is to be voted, it will be voted in
accordance with his specifications. As to any other matter of business which may
be brought before the Annual Meeting, a vote may be cast pursuant to the
accompanying proxy in accordance with the best judgment of the persons voting
the same, but the Board of Directors does not know of any such other business.
SHAREHOLDER PROPOSALS
Any shareholder desiring to submit proposals for the consideration of
the shareholders at the Annual Meeting in 2001 may do so by sending them in
writing to Gwen M. Thompson, Corporate Secretary, Clover Community Bankshares,
Inc., Clover, South Carolina 29710. Such written proposals must be received
prior to December 4, 2000, for inclusion, if otherwise appropriate, in the
Company's Proxy Statement and form of Proxy relating to that meeting. No
shareholder proposal will be voted on at the Annual Meeting in 2001 unless it
complies with the requirements of the Company's Bylaws and is received in
writing by the Company at least 30 days prior to the annual Meeting in 2001. If
fewer than 31 days notice of the 2001 Annual Meeting is given, the written
proposal must be received by the Company no later than the tenth day after the
Company mails notice of the meeting to shareholders. With respect to any
shareholder proposal not received by the Company prior to February 16, 2001,
proxies solicited by management of the Company will be voted on the proposal in
the discretion of the designated proxy agents.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Management knows of no persons or entities owning beneficially five
percent or more of the Company's outstanding Common Stock as of March 3, 2000.
The following table shows the number of shares of the Company's Common Stock
beneficially owned as of March 3, 2000 by each director and each nominee for
election to the Board of Directors of the Company, and by all directors and
principal officers of the Company as a group. The percentages are calculated on
the basis of the amount of outstanding securities of the Company as of the
Record Date. The persons have sole voting and investment power except as noted.
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<PAGE>
Amount and Nature Percent
Name of Beneficial of Beneficial of
Owner Ownership Class
- ---------------- ----------- ------
Ruby M. Bennett 36,000 (1) 3.6%
Charles R. Burrell 4,000 (2) *
James C. Harris, Jr. 23,831 (3) 2.5%
Herbert Kirsh 25,400 (4) 2.5%
H. Marvin McCarter 43,630 4.2%
James H. Owen, Jr. 11,450 (5) 1.2%
Gwen M. Thompson 1,045 (6) *
William C. Turner 28,800 (7) 2.8%
All Directors and 176,432 17.5%
principal officers as
a group (9 persons)
- ---------------------------
*Less than one percent
(1) Includes 36,000 shares owned by Mrs. Bennett's husband, as to which Mrs.
Bennett disclaims beneficial ownership.
(2) Includes 3,500 shares owned by Mr. Burrell's wife.
(3) Includes 16,875 shares held in Mr. Harris' IRA account with Stephens, Inc.
(4) Includes 10,100 shares owned by Mr. Kirsh's wife; 400 shares owned by Mr.
Kirsh's son as to which Mr. Kirsh disclaims beneficial ownership; and 700
shares owned by Mutual Investors of Clover, an investment club of which Mr.
Kirsh is Secretary and Treasurer.
(5) Includes 2,800 shares owned by James H. Owen, Jr. Profit Sharing Plan;
3,200 shares held in Mr. Owen's IRA account; 100 shares owned by Kathryn S.
Owen, Mr. Owen's daughter; and 100 shares owned by James H. Owen, III, Mr.
Owen's son.
(6) Includes 71 shares owned by Ms. Thompson's daughter and 71 shares owned by
Ms. Thompson's son.
(7) Includes 8,000 shares owned by the Clover Builders Supply, Inc. of which
Mr. Turner, as co-owner, is a control person, as to which Mr. Turner
disclaims beneficial ownership; 400 shares held by Mr. Turner as custodian
for a grandson; 400 shares owned by Mr. Turner's daughter, as to which Mr.
Turner disclaims beneficial ownership; and 10,000 shares owned by Mr.
Turner's wife, as to which Mr. Turner disclaims beneficial ownership.
ELECTION OF DIRECTORS
The Board of Directors has set the number of directors of the Company
at eight. The Board has nominated the eight directors currently serving for
re-election at the 2000 Annual Meeting. If re-elected, the nominees will hold
office until the 2001 Annual Meeting or until their successors have been elected
and qualified. Information about the principal occupations and business
experience of the nominees is set forth below. The Proxyholders named in the
Proxy intend to vote for the persons listed in the table below. Should any
nominee or nominees named become unable to serve as a director, the number of
directors to be elected will be automatically reduced by the number of such
persons unless the Board of Directors provides otherwise by resolution. If the
Board of Directors by resolution nominates another person or persons in place of
the nominee or nominees unable to serve, the Proxyholders intend to vote for
election of such person or persons.
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<PAGE>
<TABLE>
<CAPTION>
Director Business Experience
Name Age Since During Past Five Years
- -------------------- ----- ------- ----------------------
<S> <C> <C> <C>
Ruby M. Bennett 75 1987 Secretary and Treasurer, Clover Knits, Inc. (contract
knitting); sister of H. Marvin McCarter; aunt by
marriage of James C. Harris, Jr.
Charles R. Burrell 63 1987 Retired Vice President and General Manager, Boyd
Tire and Appliance, Inc. (tire and appliance retailer)
James C. Harris, Jr. 50 1987 President and Chief Executive Officer, Clover
Community Bankshares, Inc. and Clover Community
Bank; nephew by marriage of Ruby M. Bennett and
H. Marvin McCarter
Herbert Kirsh 70 1987 Chairman of the Board, Clover Community
Bankshares, Inc. (since 1998) and Clover Community
Bank (since 1991); previously owner and President,
Kirsh Department Store (clothing store);
Representative, South Carolina Legislature; joint
owner, Treasures Unlimited (antique store)
H. Marvin McCarter 69 1987 President, Versatile Knits, Inc. (contract knitting);
brother of Ruby M. Bennett, uncle by marriage of
James C. Harris, Jr.
James H. Owen, Jr. 48 1987 Attorney, Haselden, Owen and Boloyan (law firm)
Gwen M. Thompson 46 1987 Cashier (since 1987), Senior Vice President (since
1989), and Corporate Secretary (since 1990) of
Clover Community Bank; Senior Vice President and
Corporate Secretary of Clover Community
Bankshares, Inc. (since 1998).
William C. Turner 68 1987 Retired Vice President, Clover Builders Supply, Inc.;
prior thereto, Manager, Community Cash Stores,
Inc. of Clover, S.C.
</TABLE>
THE BOARD OF DIRECTORS AND COMMITTEES
Meetings of the Board of Directors
During the last full fiscal year, ending December 31, 1999, the Board
of Directors met 26 times, including regular and special meetings. All directors
attended at least 75% of the total number of meetings of the Board of Directors
and committees of which they are members.
Committees of the Board of Directors
The Board of Directors has established an Audit Committee and an
Executive Committee. Information about the functions, members and meetings of
those committees is set forth below.
Audit Committee. The Audit Committee provides general oversight of
financial reporting and of the adequacy of the internal controls of the Company.
The Audit Committee functions by meeting with the independent auditors and by
contact with members of management concerned with financial and control
functions. During 1999, the Audit Committee held two meetings. In 1999, the
members of the Audit Committee were James H. Owen, Jr., H. Marvin McCarter, and
Charles R. Burrell.
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<PAGE>
Executive Committee. The Executive Committee acts to review and
recommend salary levels for top management positions, in addition to handling
personnel matters. During 1999, the Executive Committee held one scheduled
meeting. In 1999, the members of the Executive Committee were Charles R.
Burrell, Herbert Kirsh and William C. Turner.
The Board has not established a nominating committee.
MANAGEMENT COMPENSATION
Executive Officer Compensation
The following table sets forth information about the chief executive
officer's compensation. No other executive officers earned $100,000 or more
during the year ended December 31, 1999.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation(1) All other
----------------------
Name and Principal Position Year Salary Bonus Compensation(2)
- --------------------------- ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
James C. Harris, Jr .................. 1999 $92,127 $13,650 $ 3,746
President, Chief Executive ........... 1998 87,740 13,000 3,614
Officer and Director ................ 1997 84,845 12,000 3,400
</TABLE>
(1) Perquisites and personal benefits did not exceed the lesser of $50,000 or
10% of total salary plus bonus.
(2) Includes $2,764, $2,632 and $2,545 paid by the Company in 1999, 1998 and
1997, respectively, in employer contributions to the Company's 401K Plan;
and $982 paid by the Company in 1999 and 1998 and $855 in 1997 for term
life insurance premiums.
Director Compensation
During 1999, the Company paid each director $350 per month for
attendance at Board of Director meetings, committee participation and special
assignments.
Employees' Retirement Savings Plan
The Company has established the Clover Community Bankshares, Inc.
Employees' Retirement Savings Plan (the "Plan"), for the exclusive benefit of
all eligible employees and their beneficiaries. Employees are eligible to
participate in the Plan after attaining age 21, completing 12 months of service,
and being credited with 1,000 hours of service during the eligibility
computation period. Employees are allowed to defer their salary up to the
maximum dollar amount determined by the federal government each year. The
Company will match compensation deferred by the employees up to 6% of their
salary and can elect to make discretionary contributions as well. Employees are
fully vested in both the matching and discretionary contributions after 6 years
of service.
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<PAGE>
EXTENSIONS OF CREDIT
AND OTHER TRANSACTIONS
The Company, in the ordinary course of its business, makes loans to and
has other transactions with directors, officers, principal shareholders, and
their associates. Loans are made on substantially the same terms, including
rates and collateral, as those prevailing at the time for comparable
transactions with other persons and do not involve more than the normal risk of
collectibility or present other unfavorable features. The Company expects to
continue to enter into transactions in the ordinary course of business on
similar terms with directors, officers, principal shareholders, and their
associates. The aggregate dollar amount of such loans outstanding at December
31, 1999 was $1,727,544. During 1999, $1,456,636 of new loans were made and
repayments totaled $1,224,862.
During the Company's last fiscal year, the Company retained the law
firm of Haselden, Owen and Boloyan, Clover, South Carolina, of which James H.
Owen, Jr., a director of the Company, is a partner. Since the Company was
founded, it has regularly retained this law firm as its counsel and proposes to
continue such relationship in the current year.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
As required by Section 16(a) of the Securities Exchange Act of 1934,
the Company's directors, its executive officers and certain individuals are
required to report periodically their ownership of the Company's Common Stock
and any changes in ownership to the Securities and Exchange Commission. Based on
a review of Forms 3, 4 and 5 and any representations made to the Company, it
appears that all such reports for these persons were filed in a timely fashion
during 1999.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected Donald G. Jones and Company, P.A., Certified
Public Accountants with offices in Columbia, South Carolina, to serve as the
Company's independent certified public accountants for 2000. It is expected that
representatives from this firm will be present and available to answer
appropriate questions at the annual meeting, and will have the opportunity to
make a statement if they desire to do so.
OTHER MATTERS
The Board of Directors knows of no other business to be presented at
the meeting of shareholders. If matters other than those described herein should
properly come before the meeting, it is the intention of the persons named in
the enclosed form of proxy to vote at the meeting in accordance with their best
judgment on such matters. If a shareholder specifies a different choice on the
Proxy, his or her shares will be voted in accordance with the specifications so
made.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB
Shareholders may obtain copies of the Company's annual report on Form
10-KSB required to be filed with the Securities and Exchange Commission for the
year ended December 31, 1999, free of charge by requesting such form in writing
from Gwen M. Thompson, Senior Vice President and Chief Financial Officer, Clover
Community Bankshares, Inc., 124 North Main Street, Clover, South Carolina 29710.
Copies may also be downloaded from the Securities and Exchange Commission
website at http://www.sec.gov.
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<PAGE>
PROXY
CLOVER COMMUNITY BANKSHARES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS - MONDAY, APRIL 17, 2000
Frank McC. Gadsden or Judy M. Lark, or either of them, with full power
of substitution, are hereby appointed as agent(s) of the undersigned to vote as
proxies for the undersigned all of the shares of Common Stock of Clover
Community Bankshares, Inc. held of record by the undersigned on March 3, 2000,
at the Annual Meeting of Shareholders to be held on April 17, 2000, and at any
adjournment thereof, as follows:
1. ELECTION OF FOR all nominees listed WITHHOLD AUTHORITY
DIRECTORS below (except any I have to vote for all
written below) [ ] nominees listed
below [ ]
Ruby M. Bennett, Charles R. Burrell, James C. Harris, Jr., Herbert Kirsh, H.
Marvin McCarter, James H. Owen, Jr., Gwen M. Thompson, William C. Turner
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL(S) WRITE THE
NOMINEE'S(S') NAME(S) ON THE LINE BELOW.
________________________________________________________________________________
2. And, in the discretion of said agents, upon such other business as may
properly come before the meeting, and matters incidental to the conduct of
the meeting. (Management at present knows of no other business to be
brought before the meeting.)
THE PROXIES WILL BE VOTED AS INSTRUCTED. IF NO CHOICE IS INDICATED WITH RESPECT
TO A MATTER WHERE A CHOICE IS PROVIDED, THIS PROXY WILL BE VOTED "FOR" SUCH
MATTER.
Please sign below exactly as your name appears on the stock certificate. When
signing as attorney, executor, administrator, trustee, or guardian, please give
full title. If more than one trustee, all should sign. If a corporation, please
sign in full corporate name by the president or other authorized officer. If a
partnership, please sign in partnership name by authorized person. All joint
owners must sign.
Dated: -------------, 2000 -------------------------------------
-------------------------------------
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
This is a revocable proxy and may be revoked at the pleasure of the shareholder
prior to its exercise. Returning the signed proxy will not prevent you from
voting in person if you attend the meeting. However, for planning purposes,
management would like to know if you will be attending. Please so indicate by
checking the appropriate box.
( ) YES I plan to attend ( ) NO I do not plan to attend
