SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Age of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(6)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) orSection
240.14a-12
GB&T BANCSHARES, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of class 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):
<PAGE>
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule O-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>
GB&T BANCSHARES, INC.
May 15, 1998
Dear Fellow Stockholder:
The Annual Meeting of the Stockholders of GB&T Bancshares, Inc.
will be held at 4:30 p.m. on Monday, June 8, 1998 at Gainesville
Bank & Trust, Gainesville, Georgia for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders and
Proxy Statement.
GB&T Bancshares, Inc. is the successor by merger of Gainesville
Bank & Trust as a result of shareholder approval in January 1998.
The merger process is now complete, and this is the first annual
meeting of the stockholders of GB&T Bancshares, Inc.
GB&T Bancshares, Inc. is now subject to the rules and regulations
of the Securities Exchange Act of 1934, including those relating
to the solicitation of proxies.
In order to ensure that your shares are voted at the meeting,
please complete, date, sign, and return the Proxy in the enclosed
postage-paid envelope at your earliest convenience. Every
stockholder's vote is important, no matter how many shares you
own.
We encourage you to attend this Annual Meeting of the
Stockholders. We look forward to your continued support and
another good year in 1998.
Very truly yours,
F. Abit Massey
Chairman of the Board
1<PAGE>
GB&T BANCSHARES, INC.
P.O. Box 2760
Gainesville, Georgia 30503
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 8, 1998
The annual meeting of stockholders of GB&T Bancshares, Inc. (the
"Company") will be held on Monday, June 8, 1998, at 4:30 p.m. at
Gainesville Bank & Trust, 500 Jesse Jewell Parkway, S.E.,
Gainesville, Georgia, for the purposes of considering and voting
upon:
1. The election of ten directors to constitute the Board of
Directors to serve until the next annual meeting and until
their successors are elected and qualified; and
2. The approval of the GB&T Bancshares, Inc. Stock Option Plan
of 1997; and
3. To consider and vote on an amendment to the GB&T Bancshares,
Inc. Articles of Incorporation to increase the number of
authorized shares of common stock from 2,000,000 to
10,000,000; and
4. Such other matters as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record at the close of business on May 1,
1998 will be entitled to notice of and to vote at the meeting or
any adjournment thereof.
A Proxy Statement and a Proxy solicited by the Board of Directors
are enclosed herewith. Please sign, date, and return the Proxy
promptly in the enclosed business reply envelope. If you attend
the meeting you may, if you wish, withdraw your Proxy and vote in
person.
Also enclosed is the Gainesville Bank & Trust 1997 Annual Report
to Stockholders, which contains financial data and other
information about the Bank.
By Order of the Board of
Directors,
Richard A. Hunt
President and Chief
Executive Officer
2<PAGE>
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
JUNE 8, 1998
3<PAGE>
GB&T BANCSHARES, INC.
P. O. BOX 2760
GAINESVILLE, GEORGIA 30503
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 8, 1998
SOLICITATION OF PROXIES
This Proxy Statement and the accompanying form of proxy are
furnished to the stockholders of GB&T Bancshares, Inc. (the
"Company") in connection with the solicitation of proxies for the
purposes stated herein, by and on behalf of the Board of
Directors of the Company for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at the main office
of Gainesville Bank & Trust (the "Bank") at 500 Jesse Jewell
Parkway, S.E., Gainesville, Georgia, on Monday, June 8, 1998, at
4:30 p.m., or any adjournment or postponement thereof. THE COST
OF THIS SOLICITATION OF PROXIES WILL BE BORNE BY THE COMPANY.
Copies of solicitation materials may be furnished to banks,
brokerage houses and other custodians, nominees and fiduciaries
for forwarding to beneficial owners of shares of the Company's
Common Stock, and normal handling charges may be paid for such
forwarding service. In addition to solicitations by mail,
directors and regular employees of the Company may solicit
Proxies in person or by telephone.
The approximate date of the mailing of this Proxy Statement
to Stockholders is May 15, 1998.
REVOCATION OF PROXY
The Board of Directors encourages the personal attendance of
Stockholders at the Annual Meeting, and the giving of the proxy
does not preclude the right to vote in person should the person
giving the proxy so desire. The person giving the proxy has the
power to revoke the proxy at any time before the shares
represented by it are voted at the Annual Meeting. The person
giving the proxy may revoke it prior to the Annual Meeting by
delivering either a written revocation or a duly executed proxy
bearing a later date to Mr. Samuel L. Oliver, Secretary, P.O. Box
2760, Gainesville, Georgia 30503, or by hand-delivery to the
Bank's main office at 500 Jesse Jewell Parkway, S.E.,
Gainesville, Georgia to the attention of Samuel L. Oliver,
Secretary. The proxy may also be revoked by voting in person at
the Annual Meeting. Anyone revoking a proxy will be given the
opportunity to vote in person by ballot at the meeting. All
shares represented by a properly executed, unrevoked proxy will
be voted on all matters presented at the Annual Meeting on which
the shares are entitled to vote, unless the stockholder attends
the Annual Meeting and votes in person. Proxies solicited will
be voted in accordance with the instructions given on the
enclosed form of proxy. UNLESS AUTHORITY IS WITHHELD IN THE
MANNER INDICATED ON THE ENCLOSED FORM OF PROXY, IT IS INTENDED
THAT PROXIES IN THE ACCOMPANYING FORM WILL BE VOTED FOR THE
ELECTION AS A DIRECTOR OF EACH OF THE NOMINEES NAMED HEREIN AND
THE PROPOSALS SET FORTH BELOW.
4
<PAGE>
VOTING AND OUTSTANDING STOCK
Only stockholders of record at the close of business on May 1,
1998 (the "Record Date") are entitled to notice of, and to
vote at, the Annual Meeting. On the Record Date, the Company had
issued and outstanding 1,676,160 shares of common stock, par
value $5.00 per share (the "Common Stock"). All holders of
Common Stock are entitled to one (1) vote per share. This is the
only class of stock issued. Cumulative voting is not permitted.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS,
DIRECTOR NOMINEES AND EXECUTIVE OFFICERS AS A GROUP
Principal Stockholders
The following table sets forth all persons known to the
Board of Directors of the Company to be the beneficial owners on
May 1, 1998 of more than five percent of the Company's
outstanding common stock.
<TABLE>
<CAPTION>
Name and Address of Number of Shares Percent of
Beneficial Owner Owned Beneficially Class
- ------------------- ------------------ ----------
<S> <C> <C>
Dr. John W. Darden 107,000 <F1> & <F4> 6.37%
P. O. Box 2760
Gainesville, Georgia 30503
John E. Mansfield, Sr. 108,970 <F4? 6.48%
P. O. Box 2760
Gainesville, Georgia 30503
F. Abit Massey 112,500 <F2> & <F4> 6.69%
P. O. Box 2760
Gainesville, Georgia 30503
Philip A. Wilheit 131,400 <F3> & <F4> 7.82%
P.O. Box 2760
Gainesville, Georgia 30503
<FN>
<F1> Includes 7,000 shares owned by Dr. Darden's wife and
14,000 shares held by Dr. Darden's children, all of
whom Dr. Darden shares investment and voting power.
<F2> Includes 3,000 shares owned by Mr. Massey's wife and
53,600 shares held by Georgia Poultry Federation
Special Account, with whom Mr. Massey shares investment
and voting power.
<F3> Includes 8,000 shares owned by Mr. Wilheit's wife,
18,000 shares held by Mr. Wilheit's children, and 2,900
shares held by the Wilheit Family Partnership, all of
whom Mr. Wilheit shares investment and voting power.
<F4> Includes 5,000 shares available to be purchased under
proposed GB&T Bancshares, Inc. Stock Option Plan of
1997.
</FN>
</TABLE>
5<PAGE>
SECURITY OWNERSHIP OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE
OFFICERS
The following table sets forth the number of shares of Common
Stock beneficially owned by each director, director nominees, and
by all directors, director nominees and executive officers as a
group as of May 1, 1998.
<TABLE>
<CAPTION>
Name of Number of Shares Percent
Beneficial Owner Owned Beneficially of Class
- ---------------- ------------------ ---------
<S> <C> <C>
Donald J. Carter 60,924 <F8> 3.62%
J. Grady Coleman 25,000 <F8> 1.49%
Dr. John W. Darden 107,000 <F1> 6.37%
Bennie E. Hewett 56,334 <F2> 3.35%
Richard A. Hunt, Jr. 28,880 <F3> 1.72%
John E. Mansfield, Sr. 108,970 <F8> 6.48%
F. Abit Massey 112,500 <F4> 6.69%
Samuel L. Oliver 57,600 <F5> 3.43%
Alan A. Wayne 9,540 <F6> .57%
Philip A. Wilheit 131,400 <F7> 7.82%
All Directors, Director Nominees and
Executive Officers as a Group (11 persons) 698,848 <F9> 41.57%
<FN>
<F1> Includes 7,000 shares owned by Dr. Darden's wife and
14,000 shares held by Dr. Darden's children, all of
whom Dr. Darden shares investment and voting power.
Also includes 5,000 shares available to be purchased
under proposed GB&T Bancshares, Inc. Stock Option Plan
of 1997.
<F2> Includes 1,000 shares held by Mr. Hewett's children,
4,820 shares held by Mr. Hewett's IRA, and 45,280
shares held by Citizens Family Partnership, with whom
Mr. Hewett shares investment and voting power. Also
includes 5,000 shares available to be purchased under
proposed GB&T Bancshares, Inc. Stock Option Plan of
1997.
<F3> Includes 500 shares held by Mr. Hunt's mother with
whom Mr. Hunt shares investment and voting power.
<F4> Includes 3,000 shares owned by Mr. Massey's wife and
53,600 shares held by Georgia Poultry Federation
Special Account, with whom Mr. Massey shares
investment and voting power. Also includes 5,000
shares available to be purchased under proposed GB&T
Bancshares, Inc. Stock Option Plan of 1997.
<F5> Includes 10,500 shares owned by Mr. Oliver's wife,
1,400 shares held by Mr. Oliver's children, and 32,300
shares held by the Hulsey, Oliver & Mahar 401(K) Plan
for the benefit of Mr. Oliver, all of whom Mr. Oliver
shares investment and voting power. Also includes
5,000 shares available to be purchased under proposed
GB&T Bancshares, Inc. Stock Option Plan of 1997.
6<PAGE>
<F6> Includes 1,140 shares owned by Mr. Wayne's wife,
with whom Mr. Wayne shares investment and voting power.
Also includes 5,000 shares available to be purchased under
proposed GB&T Bancshares, Inc. Stock Option Plan of 1997.
<F7> Includes 8,000 shares owned by Mr. Wilheit's wife,
18,000 shares held by Mr. Wilheit's children, and
2,900 shares held by the Wilheit Family Partnership,
all of whom Mr. Wilheit shares investment and voting
power. Also includes 5,000 shares available to be
purchased under proposed GB&T Bancshares, Inc. Stock
Option Plan of 1997.
<F8> Includes 5,000 shares available to be purchased under
proposed GB&T Bancshares, Inc. Stock Option Plan of
1997.
<F9> The total number of shares beneficially owned by all
directors, director nominees and executive officers as
a group includes 500 shares available to be purchased
by principal officers, not separately listed above,
under the Key Employee Stock Option Plan, as explained
under the heading "Stock Option Plan".
</FN>
</TABLE>
7<PAGE>
ELECTION OF DIRECTORS
(Item 1)
The By-Laws of the Company provide that "the Board shall
consist of not less than five nor more than twenty-five persons,
the exact number within such minimum and maximum limits to be
fixed and determined from time to time by resolution of a
majority of the Board of Directors. The Board may increase or
decrease the number of directors by not more than two in any one
year so long as such increase or decrease does not place the
number of directors at less than five nor more than twenty-five."
For purposes of the annual meeting of stockholders, the
Directors shall be elected by the affirmative vote of a majority
of the shares represented at the annual meeting of stockholders.
THE BOARD OF DIRECTORS HAS NOMINATED AND RECOMMENDS TO THE
STOCKHOLDERS THE ELECTION OF EACH OF THE NOMINEES SET FORTH BELOW
AS A DIRECTOR OF THE COMPANY UNTIL THE NEXT ANNUAL MEETING OF
STOCKHOLDERS OR UNTIL HIS SUCCESSOR IS DULY ELECTED AND
QUALIFIED. ALL OF THE NOMINEES ARE CURRENTLY DIRECTORS OF THE
BANK. IF ANY NOMINEE IS UNABLE TO SERVE AS A DIRECTOR, SHARES
WILL BE VOTED IN FAVOR OF A NOMINEE THE BOARD MAY ADOPT AS A
SUBSTITUTE BY MAJORITY VOTE OF THE BOARD. AT THIS TIME, THE
BOARD KNOWS OF NO REASON ANY NOMINEE WILL BE UNABLE TO SERVE AS A
DIRECTOR.
Directors are elected by a majority of the votes cast by
the holders of the shares entitled to vote in the election at a
meeting at which a quorum is present. A quorum is present when
the holders of a majority of the shares outstanding on the record
date are present at a meeting in person or by proxy. An
abstention would not be considered to be one of the "votes cast"
for purposes of the first sentence of this paragraph, but would
be included in determining whether a majority of the outstanding
shares is represented for determining whether a quorum is present
at a meeting.
The ten (10) persons listed below as director nominees will
be nominated to serve until the 1999 Annual Meeting of
Stockholders. It is the intention of the persons named in the
Proxy to vote for the election of the Nominees listed below.
Donald J. Carter John E. Mansfield, Sr.
J. Grady Coleman F. Abit Massey
Dr. John W. Darden Samuel L. Oliver
Bennie E. Hewett Alan A. Wayne
Richard A. Hunt, Jr. Philip A. Wilheit
8<PAGE>
The following are the names and ages of the nominees, the
year each individual began continuous service as director of the
Company and the Bank, and the business experience of each,
including principal occupations, at present and for at least the
past five (5) years.
Name, Age and Term as Director Principal Occupation for Last Five
Years and other Directorships
- -------------------------------------------------------------------------
Donald J. Carter, age 65 Mr. Carter is President
Director since 1987 of Don Carter Realty Co.,
a real estate brokerage
firm.
J. Grady Coleman, age 68 Mr. Coleman is a retired
Director since 1987 banker. For many years he was the
President and Chief Executive
Officer of Gwinnett Bank & Trust.
He retired in January of 1987.
Dr. John W. Darden, age 52 Dr. Darden is a medical doctor whose
Director since 1987 practice is limited to
surgery. He is a partner in
Northeast Georgia Surgical
Associates.
Bennie E. Hewett, age 59 Mr. Hewett is President
Director since 1987 of Capital Loan
Company of Gainesville, Inc. and
Chairman of the Board of Delta
Management Company, which operates
a chain of consumer finance companies
located in Georgia, South Carolina,
Texas and Louisiana.
Richard A. Hunt, Jr., age 53 Mr. Hunt is President and Chief
Director since 1987 Executive Officer of Gainesville
Bank & Trust, a position
he has held since July of
1987.
John E. Mansfield, age 65 Mr. Mansfield is Chairman of the Board
Director since 1987 of Mother Environmental Systems, Inc.
Prior to 1998, Mr. Mansfield
was Chairman of the Board of
Mansfield Oil Company, a
petroleum distributor; and
President of Kangaroo, Inc., a
convenience store chain.
F. Abit Massey, age 70 Mr. Massey is Chairman of the Board of
Director since 1987 Gainesville Bank & Trust. His
occupation is Executive
Director of Georgia Poultry
Federation, a trade
association for the poultry
industry. Mr. Massey is a
Director of Cotton States Life
Insurance Company.
9<PAGE>
Name, Age and Term as Director Principal Occupation for Last Five
Years and other Directorships
- -------------------------------------------------------------------------
Samuel L. Oliver, age 55 Mr. Oliver is Secretary
Director since 1987 of the Board of Gainesville Bank &
Trust. He is a practicing attorney
and partner in the law firm of
Hulsey, Oliver & Mahar, which
has served as legal counsel to
the Bank since its organization.
Alan A. Wayne, age 55 Mr. Wayne is owner of Aqualand Marina
Director since 1992 and Wayne Brothers Company in Flowery
Branch, Georgia.
Philip A. Wilheit, age 53 Mr. Wilheit is Vice Chairman of the
Director since 1987 Board of Directors of Gainesville
Bank & Trust. His occupation is
President of Wilheit Packaging
Materials Company/Unisource, a
distributor of packaging materials
and other paper related products.
There are no family relationships between any director,
executive officer, or nominee for director of the Company or any
of its subsidiary.
10<PAGE>
PROPOSAL TO ADOPT THE GB&T BANCSHARES, INC.
STOCK OPTION PLAN OF 1997
(Item 2)
GENERAL
The following description of the material features of the GB&T
Bancshares, Inc. Stock Option Plan of 1997 (the "Plan") is a
summary and is qualified in its entirety by reference to the
Plan, as proposed to be adopted by the stockholders, a copy of
which will be provided to any stockholder upon written request.
The Board of Directors approved the adoption of the Plan on July
14, 1997, subject to stockholder approval. The Plan, if approved
by the stockholders, will be effective as of July 14, 1997, and
will terminate on the 10th anniversary of such date. Any
outstanding options issued pursuant to the Plan prior to the
Plan's termination date which have not expired or otherwise
terminated as of such date may be exercised after such date in
accordance with their terms.
In 1997, options to purchase 60,000 shares of common stock were
granted under the Plan to executive officers, and options to
purchase 45,000 shares were granted to directors other than Hunt,
subject to stockholder approval.
The Board of Directors believes that the Plan will be an
important component of the Company's compensation package in the
future because it secures for the Company and its stockholders
the advantage of the incentive inherent in stock ownership on the
part of its key employees and directors. Accordingly, the Board
of Directors recommends that the stockholders vote in favor of
the Plan.
The Plan provides for the grant of incentive stock options (the
"ISOs") and non-qualified stock options ("NQSOs") to key
employees and directors of the Company and its subsidiary. A
maximum of 260,000 shares of the Common Stock will be authorized
for issuance with respect to options granted under the Plan.
PURPOSE
The purpose of the Plan is to promote the long-term success of
the Company and its subsidiary by providing financial incentives
to key employees and directors who are in positions to make
significant contributions toward such success. The Plan is
designed to attract individuals of outstanding ability to
employment or directorship with the Company and its subsidiary,
to encourage key employees and directors to acquire a proprietary
interest in the Company and to continue their employment and
directorship with the Company or its subsidiary and to render
superior performance during such employment and directorship.
ADMINISTRATION
The Plan will be administered by the Board of Directors, which
has authority to determine the individuals to whom awards will be
granted, the form and amount of the awards, the dates of the
grant, and other terms of each award.
11<PAGE>
DESCRIPTION OF OPTIONS
Key employees and directors will be eligible for consideration as
participants under the Plan. The Plan will provide for grants to
key employees of both ISOs as defined in Section 422 of the
Internal Revenue Code of 1986 as amended ("IRC"), and NQSO. No
employee will be granted ISOs under the Plan (and all other plans
of the Company) which are first exercisable in any calendar year
for Common Stock having an aggregate fair market value
(determined as of the date the option is granted) that exceeds
$100,000. The directors will be eligible only for grants of
NQSOs. The exercise price of an option granted under the Plan
will be determined by the Board of Directors at the time of
grant. The exercise price of an ISO may not be less than the
fair market value of the shares subject to such option as of the
date of the grant (or 110% of such fair market value in the case
of an ISO granted to an individual who is a 10% stockholder as of
the date of grant of the Company). Full payment of the option
exercise price must be made by the optionee when an option is
exercised. The exercise price may be paid in cash or in such
other form as the Board may approve, including shares of the
Common Stock valued at their fair market value (as defined in the
Plan) on the date of option exercise. The proceeds received by
the Company from exercises of options under the Plan will be used
for general corporate purposes.
ISOs granted under the Plan generally will not be exercisable
sooner than twelve (12) months after the date of grant, except in
the event of a change in control (as defined in the Plan) of the
Company or as otherwise designated by the Board. NQSOs are
exercisable any time after date of grant and prior to expiration.
The period of exercise of an option will be determined by the
Board at the time of grant; but in any event, no option may
expire any later than the 10th anniversary of the date of grant.
The period of exercise of an option will be determined by the
Board at the time of grant; but in any event, no option may
expire any later than the 10th anniversary of the date of grant.
Any ISO granted to an individual who possesses more than 10% of
the combined voting power of all classes of stock of the Company
on the date of grant may not be exercisable for more than five
years.
If an optionee is an employee of the Company at the time the
option is granted and ceases to be employed by the Company for
any reason other than death, then, unless extended by the Board
acting in its sole discretion, each outstanding vested option
granted to him or her under the Plan will terminate on the date
thirty (30) days after the date of such termination of employment
or, if earlier, the date specified in the Option Agreement. An
option granted to a Director shall not terminate due to his/her
leaving service as a Director. If the optionee's employment or
service is terminated by reason of the optionee's death, then,
unless extended by the Board acting in its sole discretion, each
outstanding vested option granted to the optionee under the Plan
will terminate on the date thirty (30) days after the date such
employee's personal representative is appointed. Non-vested
options lost by an employee as a result of termination will be
available for re-grant to other eligible employees in accordance
with the terms of the plan.
12<PAGE>
The receipt of stock upon the exercise of any option granted
under the Plan will be contingent upon the advice of counsel to
the Company that any shares to be delivered comply with Federal
or State securities laws. The Board may, in its sole discretion,
postpone the issuance or delivery of any shares issuable upon
exercise of an option for Federal or State regulatory compliance
reasons. In the event of changes in the outstanding shares of
the Common Stock by reason of stock dividends, recapitalizations,
reclassifications, split-ups or consolidation or other changes in
the Common Stock, the aggregate number and class of shares
available under the Plan and the maximum number of shares as to
which options may be granted shall be appropriately adjusted by
the Board. In the event of an exchange of the outstanding Common
Stock in connection with a merger, consolidation or other
reorganization, or a sale by the Company of all or a portion of
its assets for a different number or class of shares or other
securities of the Company or for shares of any other corporation,
the Board shall appropriately adjust, in such manner as it
determines in its sole discretion, the number and class of shares
or other securities which shall be subject to options and/or the
purchase price per share which must be paid thereafter upon
exercise. Options will not be transferable by the holder other
than by will or applicable laws of descent and distribution. The
Plan may, from time-to-time, be terminated, suspended, or amended
by the Board of Directors in such respects as it shall deem
advisable, including any amendment effected (i) so that an ISO
granted under the Plan shall be an "incentive stock option" as
such term is defined in Section 422 of the IRC, or (ii) to
conform to any change in law or regulation governing the Plan or
the options granted thereunder. However, without the approval of
the stockholders, no such amendment may change: (a) the
eligibility requirements provided in the Plan; (b) the total
number of shares of the Common Stock which may be granted or
awarded under the Plan, except as required under any adjustment
described above; (c) the termination date of the Plan to a date
after July 14, 2007; or (d) any other provision of the Plan which
the Board, in its discretion, determines should become effective
only if approved by the stockholders even if stockholder approval
is not expressly required by the Plan or by law. All options
granted under the Plan will terminate on the date of liquidation
or dissolution of the Company.
TAX CONSEQUENCES
Under the current tax law, a holder of an ISO under the Plan will
not realize taxable income upon the grant or exercise thereof.
However, depending upon the holder's income tax situation, the
exercise of the ISO may have alternative minimum tax
implications. The amount of gain which the optionee must
recognize upon subsequent disposition of the Common Stock is
equal to the amount by which the proceeds of the sale exceeds the
option exercise price. If the optionee disposes of the stock
after the required holding period, that is, no earlier than a
date which is two years after the date of grant of the option and
one year after the date of exercise, the optionee will recognize
capital gain or loss at the time of the disposition. The Company
will not be entitled to a tax deduction if the optionee satisfies
these holding period requirements. If disposition occurs prior
to expiration of the holding period, the optionee will recognize
as ordinary income the difference between the option's exercise
13<PAGE>
price and the fair market value of the Common Stock on the
exercise date. Any additional gain or loss on the disposition
will be capital gain or loss. The Company is entitled to a tax
deduction equal to the amount of ordinary income recognized by
the optionee.
Under the current law, an optionee will not realize income when a
NQSO is granted to him. Upon exercise of such option, however,
the optionee must recognize ordinary income to the extent that
the fair market value of the Common Stock on the date the option
is exercised exceeds the option exercise price. Any such gain is
taxed as ordinary income in the year the option is exercised.
Any gain recognized upon the subsequent disposition of the shares
of stock obtained by the exercise of an NQSO will be taxed at
capital gains rates. The Company will not experience any tax
consequences upon the grant of an NQSO, but will be entitled to
take an income tax deduction equal to the amount which is
includable in the income of the optionee (if any) when the NQSO
is exercised.
The following table discusses the allocation of shares currently
allocated to employees and directors, by category, under the
proposed GB&T Bancshares, Inc. Stock Option Plan of 1997:
NEW PLAN BENEFITS
<TABLE>
<CAPTION>
Name and Position Number of Units* Dollar Value<F4>
- --------------------------------------- ---------------- ----------------
<S> <C> <C>
Richard A. Hunt, Jr.
President and CEO 0 -0-
Executive Group <F1> 0 -0-
Non-Executive Director Group <F2> 45,000 -0-
Non-Executive Office Employee Group <F3> 0 -0-
* Includes only shares currently exercisable (i.e.,
within a period of sixty days). Subject to shareholder approval
of the Plan, Mr. Hunt has been granted options to acquire a total
of 40,000 shares, exercisable in increments over 10 years, but
none of which are currently exercisable. Options totaling
203,300 shares have been awarded to date, subject to shareholder
approval.
<FN>
<F1> Includes 1 person other than Mr. Hunt.
<F2> Includes 9 persons.
<F3> Presently covers 55 persons.
<F4> Options granted to the persons/groups identified
in the above table were granted at an option price of $13.50 per
share, which price was equal to 100% of the fair market value at
the date of the grant.
</FN>
</TABLE>
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
Stockholder approval is required under the IRC and the
terms of the Plan for adoption of the Plan. Furthermore,
stockholder approval of the Plan may afford participants greater
14<PAGE>
flexibility under Federal securities laws in connection with the
purchase of Common Stock of the Company. For this reason,
stockholder approval is sought for the Plan.
PROPOSAL TO AMEND THE GB&T BANCSHARES, INC.'S ARTICLES OF
INCORPORATION
TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK
(Item 3)
The Company's Articles of Incorporation presently provide
that the Company is authorized to issue 2,000,000 shares of
Common Stock having a par value of $5.00 per share. The Board of
Directors has recommended that the number of authorized shares of
Common Stock be increased from 2,000,000 to 10,000,000 shares.
The additional shares of Common Stock for which authorization is
sought would be a part of the existing class of Common Stock and,
if and when issued, would have the same rights and privileges as
the shares of Common Stock now outstanding.
As of May 1, 1998, there were 1,676,160 shares of Common
Stock issued and outstanding. An aggregate of 272,800 shares are
subject to issuance under the 1997 and 1988 Stock Option Plans.
If the proposed amendment is adopted, the Company's Board
of Directors would be permitted to issue the authorized shares
without further stockholder approval, except to the extent
otherwise required by law, by a securities exchange on which the
Common Stock is listed at the time, or by the Articles of
Incorporation.
The Company has no current plans, agreements, or
arrangements for the issuance of additional Common Stock. The
additional authorized shares would be available for issuance
(subject to further stockholder approval only as noted above) at
such times and for such proper corporate purposes as the Board of
Directors may approve, including possible future financing and
acquisition transactions, dividend reinvestment plans, stock
splits and stock dividends. Depending upon the nature and terms
thereof, such transactions could enable the Board to render more
difficult or discourage an attempt to obtain control of the
Company. For example, the issuance of shares of Common Stock in
a public or private sale, merger, or similar transaction would
increase the number of the Company's outstanding shares, thereby
diluting the interest of a party seeking to take over the
Company. Furthermore, while the Company has no plans to
implement such a program, other companies have issued warrants or
other rights to acquire additional shares to holders of common
stock to discourage or defeat unsolicited stock accumulation
programs and acquisition proposals. Management currently knows
of no intent or plan on the part of any persons or entity to gain
control of the Company and this proposal is not being recommended
in response to any such intent or plan for the purpose of
inhibiting any action by any third party.
Issuance of additional shares of Common Stock, depending
upon their timing and circumstances, may dilute or increase
earnings per share and may decrease or increase the book value
per share of shares theretofore outstanding, and the percentage
ownership of GB&T Bancshares, Inc. by each stockholder may be
proportionately reduced as a result of a larger number of
outstanding shares.
15<PAGE>
MEETINGS AND COMMITTEES
OF THE BOARD OF DIRECTORS
OF THE BANK
The Board has a standing Audit Committee composed of
Directors Oliver, Carter, Coleman, Hewett and Wilheit, which held
four quarterly meetings during 1997. The Audit Committee
recommends to the Board of Directors the engagement of the
independent accountants of the Company and reviews the scope and
results of the audits and the internal accounting controls of the
Company.
The Board does not have a standing nominating or
compensation committee. The Executive Committee serves as a
compensation committee from time to time as is appropriate.
During fiscal 1997, the Executive Committee met 14 times. The
members of the Executive Committee are Directors Massey, Wilheit,
Oliver and Hunt.
The Board of Directors of the Bank held eleven (11) regular
meetings and one (1) special called meeting during the year
ended December 31, 1997.
All directors attended at least 75% of the aggregate of all
meetings of the Board of Directors and committees of which the
director is a member, except Director Mansfield, who attended 14
of 24 Director Loan Committee meetings.
The Board of Directors has a Director Fee Policy which
provides for payments to directors for their service as directors
and committee members in the amount per regular meeting of $500
plus $200 for each committee meeting actually attended.
Directors are compensated for special meetings of the Board at
the committee meeting amount of $200 per meeting. The Chairman
is compensated at twice the regular meeting fee plus regular
committee fees.
EXECUTIVE OFFICERS
The following table below sets forth each executive officer
of the bank by name, his or her age at December 31, 1997, the
year he or she was first elected as an officer of the Bank, his
or her position with the Bank and his or her business experience
for the past five years.
<TABLE>
<CAPTION>
Year
First
Name Age Elected Business Experience
- ---- --- ------- -------------------
<S> <C> <C> <C>
Richard A. Hunt, Jr. 53 1987 President and Chief Executive
Officer of Gainesville Bank & Trust
Gregory L. Hamby 43 1996 Senior Vice President and Chief
Financial Officer of Gainesville
Bank & Trust
</TABLE>
16<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain summary information
concerning compensation paid or accrued by the Bank for services
in all capacities with respect to the fiscal years indicated, to
its Chief Executive Officer. There were no other executive
officers of the Bank which earned over $100,000 in salary, bonus,
and directors' fees during the fiscal year ended December 31,
1997.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-----------------------------------------------------------------------------------------------
Awards Payouts
----------------------------------------------------
Other Securities
Name and Annual Restricted Underlying
Principal Compen- Stock Options/ LTIP All Other
Position Year Salary Bonus<F1> sation Awards SAR's Payouts Compensation
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard A. Hunt, Jr 1997 $97,500 $58,911 0 0 40,000 0 $25,895 <F2>
President and 1996 $97,500 $58,496 0 0 0 0 $25,549 <F3>
Chief Executive 1995 $97,500 $53,958 0 0 0 0 $19,380 <F4>
Officer
<FN>
<F1> The principal officers of the Bank participate in an
incentive compensation plan that provides for
discretionary annual bonuses. Under the President's
incentive compensation arrangement, the amount of the
discretionary annual bonus is determined by a pre-set
formula established by the Board of Directors based
upon the pre-tax profit of the Bank for the preceding
year.
<F2> Includes $9,424 401(k) match, $1,511 auto allowance,
$1,610 social club dues and $13,350 directors fees.
<F3> Includes $5,344 401(k) match, $1,651 auto allowance,
$1,980 social club dues and $12,450 directors fees.
<F4> Includes $5,009 401(k) match, $2,691 auto allowance,
$1,980 social club dues and $9,700 directors fees.
</FN>
</TABLE>
OPTION GRANTS
The following table sets forth information with respect to
grants of stock options under the proposed GB&T Bancshares, Inc.
Stock Option Plan of 1997 during the last fiscal year to the
Company's Chief Executive Officer and the Named Executive
Officers, and are subject to shareholder approval. In addition,
the hypothetical gains or "option spreads" that would exist for
the respective options, based on assumed rates of annual,
compound stock appreciation of 5% and 10% from the date the
options were granted over the full option term, are also
reflected:
17<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
- ---------------------------------------------------------------------------------------------------
Individual Grants
-------------------------------------------------------------------
Percent of
Number of Total Options/
Securities SARs Granted
Underlying to Employees Exercise
Options/SARs in Fiscal Year or
Base Price
Granted fiscal year ($/Sh) Expiration
Date
----------- -------------- ----------- ----------
<S> <C> <C> <C> <C>
Richard A. Hunt, Jr. 40,000 25.1% $13.50 9/30/07
President and CEO
</TABLE>
These options were granted pursuant to the proposed GB&T
Bancshares, Inc. Stock Option Plan of 1997 and consist of options
to acquire Common Stock. Such options have terms of ten years
from the date of grant and will vest a graduated scale over the
ten-year period, or earlier upon the occurrence of a change of
control of the Company.
SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN
In an effort to attract, reward, motivate, and retain the
most qualified people, the Bank has provided certain officers
with a retirement and death benefit plan that will supplement
those benefits available under the Bank's qualified benefit
plans. This plan was designed to provide key executives with
annual retirement benefits initially equal to a minimum percent
of each executive's respective salary the year prior to
retirement payable for life. The amount of each annual benefit
is indexed to the financial performance of an insurance policy
owned by the Bank over a selected opportunity rate and is
designed to increase each year.
The Bank's obligations under this plan are unfunded; however, the
Bank has purchased life insurance policies on each executive that
are actuarially designed to offset the annual expenses associated
with the plan and will, given reasonable actuarial assumptions,
provide a complete recovery of all plan costs.
The death benefit for each participant is an endorsement of 80%
of the net-at-risk life insurance portion of each of the life
insurance policies purchased to recover the retirement plan's
costs.
STOCK OPTION PLAN
At its annual meeting held on March 14, 1988, the
stockholders of the Bank approved a plan involving options to
purchase securities by management:
18<PAGE>
KEY EMPLOYEES. A stock option plan for key employees of
the Bank was established involving a maximum of 20,000 shares,
options to purchase 10,000 shares of which were granted to Mr.
Hunt, the Bank's President. The other 10,000 shares are
available for Mr. Hunt to grant to key employees in his
discretion as an employment incentive. The options are
exercisable for a maximum of five years and only during continued
employment. The option price is the market value of the shares
at the time the options are granted.
At December 31, 1997, 12,800 options were outstanding under
the plan. Options were granted under this plan in 1997 in the
amount of 7,500 shares.
The Company's stock is actively traded with established
market prices. The Company is aware of trades since January 1,
1998 in the price range of $20.00 to $23.00 per share.
CERTAIN TRANSACTIONS
In the ordinary course of business, the Bank has and
anticipates that it will continue to have transactions with
various directors, officers, principal stockholders and their
associates on substantially the same terms (including price,
interest rates, collateral, and repayment terms) as those
prevailing at the time for comparable transactions with unrelated
parties. None of such banking transactions involve more than the
normal risk of collectibility and do not present other
unfavorable features to the Bank. The aggregate amount of
extensions of credit outstanding at any time from the beginning
of the last fiscal year to any director, principal officer,
nominee for election as a director, or holder of five percent
(5%) or more of the Company's securities, together with such
person's associates, did not exceed ten percent (10%) of equity
capital of the Bank except as indicated below.
The largest aggregate amount of extensions of credit by
Philip A. Wilheit and his related associates during 1997 was
$1,481,992, or approximately 11.70% of equity capital. As of
March 31, 1998, his indebtedness to the Bank was $1,432,367, or
10.10%.
The largest aggregate amount of extensions of credit by
Donald J. Carter and his related associates during 1997 was
$1,106,621, or approximately 8.00% of equity capital. As of
March 31, 1998, his indebtedness to the Bank was $983,621, or
6.90%.
The largest aggregate amount of extensions of credit by
Bennie E. Hewett and his related associates during 1997 was
$1,072,728, or approximately 8.50% of equity capital. As of
March 31, 1998, his indebtedness to the Bank was $813,875, or
5.70%.
The Bank's main office is owned jointly by the Bank and
Director Carter. This joint ownership is the result of the
purchase by the Bank of the undivided half-interest of a non-
affiliated third party on January 5, 1989. The cost of this
purchase was $390,000 which includes $250,000 for a half-interest
in the land, $135,500 for one-half of actual expenses incurred on
the project as of that date for fees, site preparation and
19<PAGE>
interest paid to banks, and the remainder paid to the seller for
interest on his funds invested in the project to that date. The
Bank and Mr. Carter entered into a partnership agreement under
which they shared equally in the cost of construction and all
income and expenses arising from the operation of the building.
The total cost to the Bank of its interest in the land and
building is approximately $1.8 million including the Bank's
leasehold improvements. The price of the land was confirmed by
an independent, professional appraisal to be within the fair
market value of the land. Construction of the building was
substantially completed and occupied by the bank in January,
1990.
Mr. Samuel L. Oliver, Director, is a partner in the law
firm of Hulsey, Oliver & Mahar, Gainesville, Georgia, which law
firm served as legal counsel to the Bank in 1997. It is
anticipated that this firm will also provide legal services to
the Bank during 1998.
CERTAIN LITIGATION
There are no pending legal proceedings of a material nature
to which the Company, director, nominee for election as a
director, principal officer, or beneficial owner of more than 5%
is a party or to which any of its property is subject.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Mauldin & Jenkins, LLC
as the Company's independent public accountants for the fiscal
year ending December 31, 1998. Representatives of Mauldin &
Jenkins will be present at the Annual Meeting, will have the
opportunity to make a statement if they desire to do so and will
be available to respond to appropriate questions by stockholders.
INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON
No officer or director has any substantial interest that
would be affected by any matter to be acted upon at the annual
meeting, other than election of directors.
COMPLIANCE WITH SECTION 16 (a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and executive officers, and
persons who own more than ten percent of the Company's Common
Stock, to file with the Federal Deposit Insurance Corporation
(the "FDIC") initial reports of ownership and reports of changes
in ownership of Common Stock. They are also required to furnish
the Company with copies of all Section 16(a) forms they file with
the FDIC.
To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written
representation that no other reports were required, during the
two fiscal years ended December 31, 1997, all of the Company's
officers, directors and persons who own more than ten percent of
the Common Stock complied with all applicable Section 16(a)
filing requirements.
20<PAGE>
OTHER BUSINESS
Action will be taken on whatever other business may
properly come before the meeting. Management is not aware of any
other business matters to be considered at the Annual Meeting
except the Report of Management and presentation of financial
statements. If other matters properly come before the meeting,
the persons named in the Proxy will have discretionary authority
to vote proxies with respect to such matters and in accordance
with the recommendations of management.
The minutes of the 1997 Annual Meeting are available for
inspection at the Bank during normal business hours, and will be
presented at the meeting for approval. It is not intended that
approval of those minutes will constitute ratification of matters
referred to therein.
ANNUAL DISCLOSURE STATEMENT
Financial information about the Bank is available to
customers, stockholders and the general public on request.
In accordance with Federal regulations to facilitate more
informed decision-making by depositors, investors and the general
public, an Annual Disclosure Statement containing financial
information on the Bank for the previous two years will be
provided. This information will be updated annually and is
available as of March 31, 1998. To obtain a copy of the Annual
Disclosure Statement, please contact Mr. Gregory L. Hamby, Senior
Vice President, Gainesville Bank & Trust, 500 Jesse Jewell
Parkway, S.E., Gainesville, Georgia 30503, phone number (770)
532-1212.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE TO EACH
STOCKHOLDER FROM WHOM A PROXY IS SOLICITED, ON THE WRITTEN
REQUEST OF SUCH PERSON, A COPY OF THE BANK'S ANNUAL REPORT ON
FEDERAL DEPOSIT INSURANCE CORPORATION FORM F-2, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO REQUIRED TO BE
FILED WITH THE F.D.I.C. UNDER PARAGRAPH 335.310 OF THE F.D.I.C.
RULES AND REGULATIONS FOR THE BANK'S MOST RECENT FISCAL YEAR.
SUCH WRITTEN REQUEST SHOULD BE ADDRESSED TO MR. GREGORY L. HAMBY,
SENIOR VICE PRESIDENT, P.O. BOX 2760, GAINESVILLE, GEORGIA 30503.
STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented at the
1999 Annual Meeting of the stockholders and to be included in the
Company's proxy statement and form of proxy for that meeting must
be received by the Company, directed to the attention of Samuel
L. Oliver, Secretary, not later than January 15, 1999. Any such
proposal must be in accordance with Federal Deposit Insurance
Corporation Rules and Regulations.
Management urges you to sign and return the enclosed proxy
as promptly as possible, whether or not you plan to attend the
meeting in person. IF YOU DO ATTEND, YOU MAY THEN WITHDRAW YOUR
PROXY.
21<PAGE>
GB&T BANCSHARES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY
The undersigned, being a stockholder of the Common Shares
of GB&T Bancshares, Inc. (the "Company"), acknowledges receipt of
the notice of the annual meeting of stockholders of the Company
to be held on June 8, 1998, and the within proxy statement, and
appoints Donald J. Carter and Alan A. Wayne, and either of them,
the attorneys of the undersigned, with power of substitution, for
and in the name of the undersigned, to vote as proxies for the
undersigned to the number of Common Shares the undersigned would
be entitled to vote if personally present at the annual meeting
of the Company, as stated, and at any adjournment and
adjournments thereof, and to vote all Common Shares of the
Company held by the undersigned and entitled to be voted upon the
following matters (Management recommends a "For" vote on each
item):
1. Election of Directors.
For all nominees listed below (except as marked to the
contrary below) [ ]
Withhold authority to vote on all nominees listed below
[ ]
Donald J. Carter, J. Grady Coleman, Dr. John W. Darden, Bennie E.
Hewett, Richard A. Hunt, Jr., John E. Mansfield, Sr., F. Abit
Massey, Samuel L. Oliver, Alan A. Wayne and Philip A. Wilheit.
(INSTRUCTION: To withhold authority to vote for any individual
nominee(s), write that nominee's name(s) in the space provided
below.)
__________________________________________________________________
_______________________ Please See Other Side
2. The approval of the GB&T Bancshares, Inc. Stock Option
Plan of 1997
For [ ] Against [ ] Abstain [ ]
3. Proposal to amend the GB&T Bancshares, Inc.'s Articles
of Incorporation to increase the number of authorized shares of
Common Stock from 2,000,000 to 10,000,000.
For [ ] Against [ ] Abstain [ ]
<PAGE>
4. Other Matters to Come Before the Meeting
The shares covered by this proxy will be voted in
accordance with the selection indicated. IF NO SELECTION
IS MADE, THEY WILL BE VOTED IN FAVOR OF THE ABOVE ITEMS.
Date
_______________________________(SEAL)
Signature
_______________________________(SEAL)
Signature
Please sign exactly as your name appears on the stock
certificate. When signing as attorney, executor, administrator,
trustee or guardian, give full title as such. If signer is a
corporation, sign full corporate name by duly authorized officer.
If shares are held in the name of two or more persons, all should
sign.
