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)
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 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.
April 12, 2000
Dear Fellow Stockholder:
The annual meeting of stockholders of GB&T Bancshares, Inc. will be held at 4:30
p.m. on Monday, May 8, 2000 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.
Enclosed with this letter is a copy of our 1999 Annual Report, a notice of the
meeting, proxy statement, and proxy card. The proxy statement contains
information about actions to be taken at the meeting. We encourage you to review
these materials so you will be fully informed about the matters that will be
considered at the meeting. 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.
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 2000.
Very truly yours,
F. Abit Massey
Chairman of the Board
<PAGE>
GB&T BANCSHARES, INC.
P.O. Box 2760
Gainesville, Georgia 30503
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 10, 2000
The annual meeting of stockholders of GB&T Bancshares, Inc. (the "Company") will
be held on Monday, May 8, 2000, 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 April 4, 2000 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. 1999 Annual Report to Stockholders,
which contains financial data and other information about the Company.
By Order of the Board of Directors,
Richard A. Hunt
President and Chief Executive Officer
April 12, 2000
- -------------------------------------------------------------------------------
Please complete and return the enclosed proxy promptly so that your vote may be
recorded at the meeting if you do not attend.
- -------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
May 8, 2000
<PAGE>
GB&T BANCSHARES, INC.
P. O. BOX 2760
GAINESVILLE, GEORGIA 30503
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD May 8, 2000
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 8, 2000, 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.
At the meeting, shareholders will elect ten directors that will serve a
one-year term that will expire at the next annual meeting when their successors
are elected and qualified.
The approximate date of the mailing of this Proxy Statement to
stockholders is April 12, 2000.
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.
<PAGE>
VOTING AND OUTSTANDING STOCK
Only stockholders of record at the close of business on April 4, 2000
(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 2,764,511
shares of common stock, par value $5.00 per share (the "Common Stock"). All
holders of Common Stock are entitled to one vote per share. The Common Stock is
the only class of securities issued by the Company. Cumulative voting is not
permitted.
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 April
4, 2000, by (i) "persons" (as that term is defined by the Securities and
Exchange Commission (the "SEC")) 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 70,562 <F2> 2.55%
J. Grady Coleman 31,250 <F3> 1.13
Dr. John W. Darden 117,594 <F4> 4.24
Bennie E. Hewett 61,212 <F5> 2.21
Richard A. Hunt, Jr. 46,822 <F6> 1.69
James L. Lester 43,465 <F7> 1.57
John E. Mansfield, Sr. 138,446 <F3> 5.00
F. Abit Massey 142,933 <F8> 5.16
Samuel L. Oliver 68,831 <F9> 2.48
Alan A. Wayne 12,075 <F10> *
Philip A. Wilheit 154,878 <F11> 5.59
All Directors and Executive Officers as a Group
(11 persons) 904,568 <F12> 31.77%
<FN>
<F1> The address for each of the persons named above is Post Office
Box 2760, Gainesville, Georgia 30503.
<F2> Includes 1,500 shares owned by Mr. Carter's wife and 975
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, 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.
-2-
<PAGE>
<F5> Includes 1,268 shares held by Mr. Hewett's children, 7,275
shares held by Mr. Hewett's IRA and 46,122 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 10,000 shares, which are
currently exercisable under the Company's Stock Option Plan of
1997.
<F7> Includes 30,340 shares owned by J. L. Lester & Son, for all of
which Mr. Lester has investment and voting power.
<F8> Includes 3,814 shares owned by Mr. Massey's wife and 68,151
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.
<F9> Includes 13,125 shares owned by Mr. Oliver's wife, 1,271
shares held by Mr. Oliver's children and 41,101 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.
<F10> Includes 1,450 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.
<F11> Includes 10,172 shares owned by Mr. Wilheit's wife, 11,443
shares held by Mr. Wilheit's children and 1,843 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.
<F12> The total number of shares beneficially owned by all directors
and executive officers as a group includes shares beneficially
owned by executive officers not named above, including options
to purchase 16,250 shares which are currently exercisable
under the Company's Stock Option Plans of 1997 and 1992.
</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." The Board of Directors has set the number of
directors at ten.
Each Proxy executed and returned by a shareholder will be voted as
specified thereon by the shareholder. If no specification is made, the Proxy
will be voted for the election of the nominees named below to constitute the
entire Board of Directors. If any nominee withdraws or for any reason is not
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<PAGE>
able to serve as a director, the Proxy will be voted for such other person as
may be designated by the Board of Directors as a substitute nominee, but in no
event will the Proxy be voted for more than ten nominees. Management of GB&T has
no reason to believe that any nominee will not serve if elected. All of the
nominees, with the exception of Mr. Lester, are currently directors of GB&T.
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 listed below as director nominees will be nominated to serve
until the 2001 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 James L. Lester
John E. Mansfield, Sr. Dr. John W. Darden
F. Abit Massey Philip A. Wilheit
Bennie E. Hewett Samuel L. Oliver
Richard A. Hunt, Jr. Alan A. Wayne
The following are the names and ages of the nominees, his or her age at
December 31, 1999, 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 years.
-4-
<PAGE>
Name, Age and Term as Director Principal Occupation for Last Five Years
and other Directorships
- --------------------------------------------------------------------------------
Donald J. Carter, age 67 Mr. Carter is Vice-President of Don Carter
Director since 1987 Realty Co., a real estate brokerage firm.
Dr. John W. Darden, age 54 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 61 Mr. Hewett is President of Capital Loan
Director since 1987 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 55 Mr. Hunt is President and Chief Executive
Director since 1987 Officer of Gainesville Bank & Trust, a
position he has held since July 1987.
James L. Lester, age 54 Mr. Lester is President of JLL Enterprises,
and has been Vice President of Sales for
EBY-Brown, Rockmart, GA since 1998. Prior
thereto, Mr. Lester was President of JL
Lester & Son, Inc.
John E. Mansfield, age 67 Mr. Mansfield is Chairman of the Board of
Director since 1987 Mother 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 72 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.
Samuel L. Oliver, age 57 Mr. Oliver is Secretary of GB&T Bancshares,
Director since 1987 Inc. 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 57 Mr. Wayne is a partner in Wayne Co.
Director since 1992 Development, the President of Wayne
Brothers, Inc. and the President of
Chattahoochee Parks, Inc. All are commercial
real estate development companies.
Philip A. Wilheit, age 55 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.
-5-
<PAGE>
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 1999. 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 1999, the Executive Committee met eight times.
The members of the Executive Committee are Directors Massey, Wilheit, Oliver and
Hunt.
The Board of Directors of the Company held seven regular meetings and
one special meeting during the year ended December 31, 1999.
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 receive fees for
Company Board meetings in the amount of $200.00 per meeting. 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, $300 per Loan Committee meeting actually attended, and
$200 for all other committee meetings actually attended. The Chairman of the
Board of the Bank is paid $1,000 for each regular meeting of the Board of
Directors, $300 for each Loan Committee meeting actually attended, and $200 for
all other committee meeting actually attended.
EXECUTIVE OFFICERS
The table below sets forth each executive officer of the Bank by name,
his or her age at December 31, 1999, 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> <S>
Richard A. Hunt, Jr. 55 1987 President and Chief Executive Officer of
Gainesville Bank & Trust
Gregory L. Hamby 45 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>
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<PAGE>
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,
1999.
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>
Richard A. Hunt, 1999 $109,500 70,039 $30,082 <F2>
Jr., President and 1998 $109,500 $58,883 0 0 0 0 $25,618 <F3>
Chief Executive 1997 $ 97,500 $58,911 0 0 50,000 0 $25,895 <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 $9,600 401(k) match, $1,052 auto allowance, $2,930
social club dues, and $16,500 in director's fees.
<F3> Includes $7,200 401(k) match, $1,218 auto allowance, $2,700
social club dues, and $14,500 in director's fees.
<F4> Includes $9,424 401(k) match, $1,511 auto allowance, $1,610
social club dues, and $13,350 in director's fees.
</FN>
</TABLE>
OPTION GRANTS
No stock options were granted in 1999 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 1999.
-7-
<PAGE>
<TABLE>
<CAPTION>
Fiscal Year-End Options/SAR Values
- -------------------------- ---------------------------------------- ---------------------------------------
Number of Securities Underlying Value of Unexercised In-The-Money
Unexercised Options/SARs at Fiscal Options/SARs at Fiscal Year-End
Year-End (Exercisable/Unexercisable) (Exercisable/Unexercisable)<F1>
- -------------------------- ---------------------------------------- ---------------------------------------
<S> <C> <C> <C> <C>
Richard A. Hunt, Jr.
President and CEO 10,000/40,000 $107,000/$428,000
- -------------------------- ---------------------------------------- ---------------------------------------
<FN>
<F1> Based on a price per share of $21.50, the last sales price for Common Stock in 1999.
</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 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
-8-
<PAGE>
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 1999. It is anticipated that this firm will also
provide legal services to the Company and the Bank during 2000.
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,
2000. Mauldin & Jenkins also acted in such capacity during the fiscal year ended
December 31, 1999. 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.
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<PAGE>
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 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, 1999, 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 1999 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.
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, 1999,
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 2001 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 14, 2000.
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.
