SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
___
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(6)(2)
___
|___| Definitive Proxy Statement
___
|___| Definitive Additional Materials
___
|___| Soliciting Material Pursuant to Section 240.14a-11(c) or Section
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):
___
|___| 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):
___
|___| 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.
April 12, 1999
Dear Fellow Stockholder:
The annual meeting of stockholders of GB&T Bancshares, Inc. will be
held at 4:30 p.m. on Monday, May 10, 1999 at the main office of
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 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 stockholders. We
look forward to your continued support and another good year in 1999.
Very truly yours,
/s/ F. Abit Massey
F. Abit Massey
Chairman of the Board
<PAGE>
<PAGE>
GB&T BANCSHARES, INC.
P.O. Box 2760
Gainesville, Georgia 30503
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 10, 1999
The annual meeting of stockholders of GB&T Bancshares, Inc. (the
"Company") will be held on Monday, May 10, 1999, at 4:30 p.m. at the
main office of 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. Such other matters as may properly come before the meeting or any
adjournment thereof.
Only stockholders of record at the close of business on March 22, 1999
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 GB&T Bancshares, Inc. 1998 Annual Report to
Stockholders, which contains financial data and other information
about the Company.
By Order of the Board of Directors,
/s/ Richard A. Hunt
Richard A. Hunt
President and Chief Executive Officer
<PAGE>
<PAGE>
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
May 10, 1999
<PAGE>
<PAGE>
GB&T BANCSHARES, INC.
P. O. BOX 2760
GAINESVILLE, GEORGIA 30503
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD May 10, 1999
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, May
10, 1999, 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 April 12, 1999.
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 ANY
OTHER PROPOSALS SET FORTH BELOW.
VOTING AND OUTSTANDING STOCK
Only stockholders of record at the close of business on March 22,
1999 (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 2,105,537 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. The Common Stock is the only class of
securities issued by the Company. Cumulative voting is not permitted.
1
<PAGE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the numbers of shares and percentage
of outstanding shares of the Common Stock which were beneficially
owned as of March 22, 1999, by (i) "persons" (as that term is defined
by the Securities and Exchange Commission) who are known to the
Company to be the beneficial owners of more than 5% of the Common
Stock; (ii) the directors of the Company; (iii) the named executive
officers of the Company and (iv) all directors and executive officers
of the Company as a group.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percent
of Beneficial Owner<F1> Owned Beneficially of Class
----------------------- ------------------ --------
<S> <C> <C>
Donald J. Carter 74,305 <F2> 3.52%
J. Grady Coleman 31,250 <F3> 1.48%
Dr. John W. Darden 133,922 <F4> 6.34%
Bennie E. Hewett 60,669 <F5> 2.87%
Richard A. Hunt, Jr. 37,995 <F6> 1.80%
John E. Mansfield, Sr. 136,938 <F3> 6.48%
F. Abit Massey 141,374 <F7> 6.69%
Samuel L. Oliver 71,975 <F8> 3.41%
Alan A. Wayne 12,009 <F9> 0.57%
Philip A. Wilheit 163,308<F10> 7.73%
All Directors and Executive
Officers as a Group (11 persons) 864,870<F11> 39.98%
<FN>
<F1> The address for each of the persons named above is P.O. Box
2760, Gainesville, Georgia 30503.
<F2> Includes 1,500 shares owned by Mr. Carter's wife and 4,718
shares held in Carter Land Profit Sharing Plan. Also
includes options to purchase 6,250 shares, which are
currently exercisable under the Company's Stock Option Plan
of 1997.
<F3> Includes options to purchase 6,250 shares, which are
currently exercisable under the Company's Stock Option Plan
of 1997.
<F4> Includes 8,750 shares owned by Dr. Darden's wife and 17,500
shares held by Dr. Darden's children, for all of which
shares Dr. Darden has investment and voting power. Also
includes options to purchase 6,250 shares, which are
currently exercisable under the Company's Stock Option Plan
of 1997.
<F5> Includes 1,255 shares held by Mr. Hewett's children, 7,275
shares held by Mr. Hewett's IRA and 45,595 shares held by
Citizens Family Partnership, for all of which shares Mr.
Hewett has investment and voting power. Also includes
options to purchase 6,250 shares, which are currently
exercisable under the Company's Stock Option Plan of 1997.
<F6> Includes 625 shares held by Mr. Hunt's mother, for all of
which shares Mr. Hunt has investment and voting power. Also
includes options to purchase 500 shares, which are
currently exercisable under the Company's Stock Option Plan
of 1997.
<F7> Includes 3,770 shares owned by Mr. Massey's wife and 67,374
shares held by Georgia Poultry Federation Special Account,
for all of which shares Mr. Massey has investment and
voting power. Also includes options to purchase 6,250
shares, which are currently exercisable under the Company's
Stock Option Plan of 1997.
2<PAGE>
<PAGE>
<F8> Includes 13,125 shares owned by Mr. Oliver's wife, 1,757
shares held by Mr. Oliver's children and 40,543 shares held
by the Hulsey, Oliver & Mahar 401(K) Plan for the benefit
of Mr. Oliver. Mr. Oliver has investment and voting power
over all of such shares. Also includes options to purchase
6,250 shares, which are currently exercisable under the
Company's Stock Option Plan of 1997.
<F9> Includes 1,433 shares owned by Mr. Wayne's wife. Mr. Wayne
has investment and voting power over all of such shares.
Also includes options to purchase 6,250 shares, which are
currently exercisable under the Company's Stock Option Plan
of 1997.
<F10> Includes 10,055 shares owned by Mr. Wilheit's wife, 22,626
shares held by Mr. Wilheit's children and 1,822 shares held
by the Wilheit Family Partnership. Mr. Wilheit has
investment and voting power over all of such shares. Also
includes options to purchase 6,250 shares, which are
currently exercisable under the Company's Stock Option Plan
of 1997.
<F11> The total number of shares beneficially owned by all
directors and executive officers as a group includes
options to purchase 875 shares which are currently
exercisable by executive officers, not separately listed
above, under the Company's Stock Option Plan of 1997.
</FN>
</TABLE>
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 COMPANY. 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 2000 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.
3<PAGE>
<PAGE>
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
The following are the names and ages of the nominees, his or her
age at December 31, 1998, the year each individual began continuous
service as director of the Company and the business experience of
each, including principal occupations, at present and for at least the
past five (5) years.
<TABLE>
<CAPTION>
Name, Age and Term as Director Principal Occupation for Last Five Years
and other Directorships
- --------------------------------------------------------------------------------------------------------------
<S> <C>
Donald J. Carter, age 66 Mr. Carter is Vice-President of Don Carter Realty
Director since 1987 Co., a real estate brokerage firm.
J. Grady Coleman, age 69 Mr. Coleman is a retired banker. For many years he
Director since 1987
was the President and Chief Executive Officer of
Gwinnett Bank & Trust. He retired in January 1987.
Dr. John W. Darden, age 53 Dr. Darden is a medical doctor whose practice is
Director since 1987 limited to surgery. He is a partner in Northeast
Georgia Surgical Associates.
Bennie E. Hewett, age 60 Mr. Hewett is President of Capital Loan Company of
Director since 1987 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 54 Mr. Hunt is President and Chief Executive Officer of
Director since 1987 Gainesville Bank & Trust, a position he has held
since July 1987.
John E. Mansfield, age 66 Mr. Mansfield is Chairman of the Board of Mother
Director since 1987 Environmental Systems, Inc., a manufacturer of oil
remediation products. 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 71 Mr. Massey is Chairman of the Board of GB&T
Director since 1987 Bancshares, Inc. He serves as Executive Director of
Georgia Poultry Federation, a trade association for
the poultry industry. Mr. Massey also is a Director
of Cotton States Life Insurance Company.
4<PAGE>
<PAGE>
Samuel L. Oliver, age 56 Mr. Oliver is Secretary of GB&T Bancshares, Inc. He
Director since 1987 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 56 Mr. Wayne is a partner in Wayne Co. Development, the
Director since 1992 President of Wayne Brothers, Inc. and the President
of Chattahoochee Parks, Inc. All are commercial real
estate development companies.
Philip A. Wilheit, age 54 Mr. Wilheit is Vice Chairman of the Board of
Director since 1987 Directors of GB&T Bancshares, Inc. He serves as
President of Wilheit Packaging Materials
Company/Unisource, a distributor of packaging
materials and other paper-related products.
</TABLE>
There are no family relationships between any director,
executive officer or nominee for director of the Company or any of its
subsidiaries.
MEETINGS AND COMMITTEES
OF THE BOARD OF DIRECTORS
OF THE COMPANY
The Board of Directors has a standing Audit Committee, composed of
Messrs. Oliver, Carter, Coleman, Hewett and Wilheit, which held four
quarterly meetings during 1998. 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 Bank.
The Board does not have a standing nominating or compensation
committee. The Executive Committee serves as a compensation committee
from time to time as appropriate. During 1998, the Executive Committee
met nine times. The members of the Executive Committee are Directors
Massey, Wilheit, Oliver and Hunt.
The Board of Directors of the Company held four (4) regular
meetings during the year ended December 31, 1998.
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.
The members of the Board of Directors of the Company do not receive
fees for Company meetings. The Board of Directors of the Bank has a
Director Fee Policy which provides for payments to directors for their
service as directors and committee members in the amount of $500 per
regular meeting and $200 for each committee meeting actually attended.
The Chairman of the Board of the Bank is paid $1,000 for each regular
meeting of the Board of Directors and $200 for each committee meeting
actually attended.
5<PAGE>
<PAGE>
EXECUTIVE OFFICERS
The table below sets forth each executive officer of the Bank by
name, his or her age at December 31, 1998, 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. 54 1987 President and Chief Executive Officer
of Gainesville Bank & Trust
Gregory L. Hamby 44 1996 Senior Vice President and Chief Financial
Officer of Gainesville Bank & Trust. From
1995 to 1996, he served as Vice President and
Accounting Manager of the Bank. From 1991 to 1995,
Mr. Hamby was an audit manager with Alexander,
Almond & Tillman, an accounting firm.
</TABLE>
EXECUTIVE COMPENSATION
The table below sets forth certain summary information
concerning compensation paid or accrued by the Company 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 Company which earned over $100,000 in salary, bonus and directors'
fees during the fiscal year ended December 31, 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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> <S> <C> <C> <C> <C> <C> <C> <C>
Richard A. Hunt, Jr., 1998 $109,500 $58,883 0 0 0 0 $25,618 <F2>
President and 1997 $ 97,500 $58,911 0 0 50,000 0 $25,895 <F3>
Chief Executive 1996 $ 97,500 $58,496 0 0 0 0 $25,549 <F4>
Officer
<FN>
<F1> The principal officers of the Company participate in an incentive
compensation plan that provides for discretionary annual bonuses.
Under Mr. Hunt'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 $7,200 401(k) match, $1,218 auto allowance, $2,700
social club dues and $14,500 in director's fees.
<F3> Includes $9,424 401(k) match, $1,511 auto allowance, $1,610
social club dues and $13,350 in director's fees.
6<PAGE>
<PAGE>
<F4> Includes $5,344 401(k) match, $1,651 auto allowance, $1,980
social club dues and $12,450 in director's fees.
</FN>
</TABLE>
OPTION GRANTS
No stock options were granted in 1998 to Named Executive Officers of
the Company.
The following chart shows the value of unexercised options held by the
Named Executive Officers. No options were exercised during 1998.
<TABLE>
<CAPTION>
FY-End Options/SAR Values
Number of Securities Underlying Value of Unexercised In-The-Money
Unexercised Options/SARs at FY-End Options/SARs at FY-End
(Exercisable/Unexercisable) (Exercisable/Unexercisable)<F1>
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard A. Hunt, Jr. 500/49,500 $5,600/$554,400
President and CEO
<FN>
<F1> Based on a price per share of $22.00, the last sales price for
Common Stock in 1998.
</FN>
</TABLE>
CHANGE IN CONTROL ARRANGEMENTS
In August 1996, the Bank and Richard A. Hunt, the Bank's
President and Chief Executive Officer, entered into an Employment
Agreement. The Employment Agreement becomes effective only upon a
Change in Control of the Bank (as defined below), and continues for a
term of two years thereafter. During the term of the Employment
Agreement, Mr. Hunt would be entitled to receive, among other
benefits, an annual salary equal to at least the average of the base
compensation (base salary and incentive bonus) paid to Mr. Hunt by the
Bank for the three calendar years preceding the Change in Control.
Upon a Change in Control, the Employment Agreement may be terminated
by the Bank for cause. If the Employment Agreement is terminated by
the Bank other than for cause, the Bank would be required to pay Mr.
Hunt a sum equal to the base salary he would otherwise be entitled to
receive for the remaining term of the Employment Agreement. Upon a
Change in Control, Mr. Hunt may terminate the Employment Agreement
with two weeks notice to the Bank.
A "Change in Control" of the Bank is defined in the Employment
Agreement to include, with certain exceptions, (i) the closing of any
transaction, whether by merger, consolidation, asset sale, tender
offer, reverse stock split or otherwise, which results in the
acquisition of beneficial ownership by any person, entity or group
(other than members of the board of directors of the Bank serving as
of August 12, 1996) or other persons or entities acting in concert, of
at least 50% of the outstanding shares of Common Stock or (ii) the
closing of the sale of all or substantially all of the assets of the
Bank.
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 Bank's main office is owned jointly by the Bank and Mr.
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
included $250,000 for a half-interest in the land, $135,500 for one-
half of actual expenses incurred on the project as of the date of
purchase for fees, site preparation and interest paid to banks, and
the amounts paid to the seller for interest on his funds invested in
the project to the date of purchase. The Bank and Mr. Carter entered
7
<PAGE>
<PAGE>
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 determined
by an independent, professional appraisal to be the approximate 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, a director of the Company, is a partner in
the law firm of Hulsey, Oliver & Mahar, Gainesville, Georgia, which
firm served as legal counsel to the Company in 1998. It is
anticipated that this firm will also provide legal services to the
Company and the Bank during 1999.
CERTAIN LITIGATION
The Company is not aware of any material pending legal
proceedings to which the Company or the Bank is a party or to which
any of their 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, 1999. Mauldin & Jenkins also acted in such
capacity during the fiscal year ended 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 in any
matter to be acted upon at the Annual Meeting, other than the election
of directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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
Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of Common Stock and to
furnish the Company with copies of all Section 16(a) forms they file
with the SEC.
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, 1998, 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.
OTHER BUSINESS
Action will be taken on whatever other business may properly
come before the Annual Meeting. Management is not aware of any other
business matters to be considered at the Annual Meeting, except the
Report of Management and the 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 1998 Annual Meeting are available for
inspection at the Company 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.
8<PAGE>
<PAGE>
ANNUAL DISCLOSURE STATEMENT
Financial information about the Company is available to
customers, stockholders and the general public on request.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH STOCKHOLDER
FROM WHOM A PROXY IS SOLICITED, UPON THE WRITTEN REQUEST OF SUCH
PERSON, A COPY OF THE BANK'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1998, INCLUDING THE FINANCIAL
STATEMENTS AND THE SCHEDULES THERETO REQUIRED TO BE FILED. 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 2000
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 December 13, 1999.
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.
9
<PAGE>
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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 May 10, 1999, and the within proxy statement, and appoints Alan A.
Wayne and Philip A. Wilheit, 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
shares of Common Stock 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
shares of Common Stock 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.)
2. Other Matters to Come Before the Meeting
Please See Other Side
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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.
