<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
CAPITOL CITY BANCSHARES, INC.
-----------------------------------------------------
(Name of Registrant as Specified in Its Charter)
----------------------------------------------------------
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
<PAGE>
(1) Title of each class of securities to which transaction applies: ____________
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies: _______________
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined): ___________________________________
(4) Proposed maximum aggregate value of transaction: ___________________________
(5) Total fee paid: ____________________________________________________________
[ ] Fee paid previously with preliminary materials: _______________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid: _______________________________________________
2. Form, Schedule or Registration Statement No.: _________________________
3. Filing Party: _________________________________________________________
4. Date Filed: ___________________________________________________________
<PAGE>
CAPITOL CITY BANCSHARES, INC.
526 Lee Street, S.W.
Atlanta, Georgia 30311-0200
June 1, 1999
Dear Shareholder:
On behalf of the Board of Directors, I am pleased to invite you to
attend our Annual Meeting of Shareholders to be held on June 22, 1999 in
Atlanta, Georgia at the time and place shown in the attached notice. As we do at
the meeting every year, in addition to considering the matters described in the
proxy statement, we will review our 1998 business results and other matters of
interest to our shareholders. The meeting should be interesting and informative.
We hope that you will attend the meeting in person, but even if you
plan to do so, we encourage you to please vote your shares ahead of time by
using the enclosed proxy card. This will ensure that your Capitol City
Bancshares stock will be represented at the meeting. If you attend the meeting
and prefer to vote in person, you may do so. The attached proxy statement
explains more about proxy voting. Please read it carefully. Every shareholder's
vote is important, whether you own a few shares or many.
We look forward to your participation in the annual meeting process.
Sincerely,
George G. Andrews
President and Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF CAPITOL CITY BANCSHARES, INC.
DATE: June 22, 1999
TIME: 5:00 p.m.
PLACE: Main Office, Capitol City Bank & Trust,
562 Lee Street, S.W., Atlanta, Georgia 30311
MATTERS TO BE VOTED ON:
PROPOSAL I: Election of eighteen directors
Any other matter that may be properly brought before the meeting.
Only shareholders of record at the close of business on May 15, 1999 are
entitled to notice of and to vote at the meeting on any adjournments thereof.
Your vote is important. Please complete, sign, date and return your proxy card
promptly in the enclosed envelope.
By Order of the Board of Directors
George G. Andrews
President and Chief Executive Officer
Atlanta, Georgia
June 1, 1999
<PAGE>
CAPITOL CITY BANCSHARES, INC.
562 Lee Street, S.W.
Atlanta, Georgia 30311
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JUNE 22, 1999
This proxy statement is furnished to the shareholders of Capitol City
Bancshares, Inc. in connection with the solicitation of proxies by its Board of
Directors to be voted at the 1999 Annual Meeting of Shareholders and at any
adjoumments thereof (the "Annual Meeting"). The Annual Meeting will be held on
June 22, 1999, at 562 Lee Street, S.W., Atlanta, Georgia, at 5:00 p.m. local
time.
This proxy statement and the accompanying proxy card were mailed or
given to shareholders on or about June 1, 1999.
As used in this proxy statement, the terms Capitol City Bancshares,
Company, we, our, and us all refer to Capitol City Bancshares, Inc. and its
subsidiaries.
VOTING
GENERAL
The securities which can be voted at the Annual Meeting consist of
Capitol City Bancshares' $6.00 par value common stock ("Capitol City Bancshares
Stock"), with each share entitling its owner to one vote on each matter
submitted to the stockholders. The record date for determining the holders of
Capitol City Bancshares, Inc. stock who are entitled to notice of and to vote at
the Annual Meeting is May 15, 1999. On the record date, 532,088 shares of
Capitol City Bancshares stock were outstanding and eligible to be voted.
QUORUM AND VOTE REQUIRED
The presence, in person or by proxy, of a majority of the outstanding
shares of Capitol City Bancshares stock is necessary to constitute a quorum at
the Annual Meeting. In determining whether a quorum exists at the Annual Meeting
for purposes of all matters to be voted on, all votes "for" or "against" as well
as all abstentions (including votes to withhold authority to vote) will be
counted.
<PAGE>
In voting for the proposal to elect eighteen directors (Proposal No.
1), you may vote in favor of all nominees or withhold your votes as to all or as
to specific nominees. The vote required to approve Proposal No. 1 is governed by
Georgia law and is a plurality of the votes cast by the holders of shares
entitled to vote, provided a quorum is present. Votes withheld and broker
non-votes will not be counted and will have no effect.
Our directors and executive officers hold 199,730 shares of Capitol
City Bancshares stock, or approximately 37.54% of all outstanding stock, and we
believe that all of those shares will be voted in favor of both proposals.
PROXIES
All properly executed proxy cards delivered pursuant to this
solicitation and not revoked will be voted at the Annual Meeting in accordance
with the directions given. In voting by proxy with regard to the election of
directors, you may vote in favor of all nominees, withhold your votes as to all
nominees or withhold your votes as to specific nominees. In voting by proxy with
regard to the other proposal, you may vote for or against the proposal or
abstain from voting. You should specify your choices on the proxy card. IF NO
SPECIFIC INSTRUCTIONS ARE GIVEN WITH REGARD TO THE MATTERS TO BE VOTED UPON, THE
SHARES REPRESENTED BY A SIGNED PROXY CARD WILL BE VOTED "FOR" THE PROPOSALS
LISTED ON THE PROXY CARD. If any other matters properly come before the Annual
Meeting, the persons named as proxies will vote upon such matters according to
their judgment.
All proxy cards delivered pursuant to this solicitation are revocable
at any time before they are voted by giving written notice to our Secretary,
Kaneta R. Lott, 562 Lee Street, S.W., Atlanta, Georgia 30311, by delivering a
later dated proxy card, or by voting in person at the Annual Meeting.
All expenses incurred in connection with the solicitation of proxies
will be borne by the Company. Solicitation may take place by mail, telephone,
telegram, or personal contact by our directors, officers and regular employees
of the Company without additional compensation.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our 1998-1999 Board of Directors consisted of twenty members, nineteen
of whom are non-employee directors. The Company's bylaws provide that the Board
of Directors shall consist of not less than five nor more than twenty-five
persons, with the exact number to be fixed and determined from time to time by
resolution of the Board of Directors, or by resolution of the shareholders at
any annual or special meeting of shareholders. The Board
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<PAGE>
of Directors has voted that the Board consist of eighteen members for the
Company's ensuing fiscal year. The term of office for directors is one year or
until the next Annual Meeting and thereafter until their successors are elected
and qualified.
The Board has nominated the following persons for submission to the
shareholders for election for a one-year term expiring at the 2000 annual
meeting or until their successors are elected and qualified.
The following table lists the name and ages of all directors, nominee
directors and executive officers of the Company, indicates all positions and
offices with the Company held by each such person, states the term of office as
a director or principal officer and the period during which such person has
served, and briefly describes the business experience of each director, nominee
director or executive officer. There are no arrangements or understandings
between such persons and any other person pursuant to which that person was
elected as a director or executive officer.
Year
Name Age Elected Information About Nominees
- ---- --- ------- --------------------------
George G. Andrews 47 1994 Director; President, Chief
Executive Officer and Chief
Financial Officer; formerly
with Trust Company Bank
Dr. Gloria Campbell D'Hue 51 1994 Director; Physician
J. Al Cochran 68 1994 Director; General Counsel;
Attorney-at-Law
Keith K. Evans 53 1995 Director; Physical Therapist,
Atlanta Human Performance
Center
Leon Goodrum 57 1994 Chairman; Operator,
McDonald's Restaurant
Agnes H. Harper 53 1995 Director; Retired Agent, New
York Life Insurance Company
Charles W. Harrison 67 1994 Director; Insurance
Executive, Harrison Insurance
Agency
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<PAGE>
Robert A. Holmes 55 1995 Director; University
Administrator; Clark Atlanta
University
Moses M. Jones 48 1995 Director; Physician
Marian S. Jordan 53 1995 Director; Teacher, Atlanta
Board of Education and
Parents' Choice Day Care
Kaneta R. Lott 48 1994 Director; Secretary; Dentist,
Childrens Dentistry, P.C.
Donald F. Marshall 61 1994 Director; Dentist
George C. Miller, Jr. 50 1995 Director; President, Spectrum
Consulting Associates, Inc.
Elvin R. Mitchell, Sr. 85 1995 Director; Contractor; E.R.
Mitchell Construction Company
Sarah S. Sistrunk 50 1995 Director; Physician, Promina
Paulding Hospital
Roy W. Sweat 71 1995 Director; Chiropractor
William Thomas 54 1995 Director; President, Thomas
Cleaning Service, Inc.
Cordy T. Vivian 73 1995 Director; President, Basic,
Inc. (relations)
Each of the nominees is currently a director of the Company, and has
been nominated by the Board to serve an additional term. Former directors,
Maurice Jones, Sr. and Thomas J. Locke, III, are not standing for reelection.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
PROPOSAL TO ELECT THE EIGHTEEN NOMINEES NAMED ABOVE.
Each of the nominees has consented to serve if elected. If any nominee
should be unavailable to serve for any reason, the Board may designate a
substitute nominee (in which
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event the persons named as proxies will vote the shares represented by all valid
proxy cards for the election of such substitute nominee), allow the vacancy to
remain open until a suitable candidate is located, or reduce the number of
directors.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Information as of December 31, 1998 about each of the Directors and
Officers of the Company is set forth in the table beginning on page 3.
George G. Andrews and Kaneta R. Lott are the only executive officers of
Capitol City Bancshares and were previously reported as nominees for election as
directors.
J. Al Cochran serves as a director of Independence State Bank of Powder
Springs, Georgia, a company with a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934 or subject to the requirement
of Section 15(d) of such Act or any company registered as an investment company
under the Investment Company of 1940.
Other than Mr. Cochran, no other director, executive officer, or
nominee for such positions held directorships in any reporting company other
than the Company during 1998.
There are no family relationships among directors, executive officers,
or persons nominated or chosen by the Company to become directors or executive
officers. The Company and the Bank do not separately compensate their directors.
The directors are not compensated for attending the monthly board meetings of
the Bank and various other committee meetings.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors conducts regular meetings, generally on a
monthly basis and also conducts some of its business through the committees
described below. Our Board of Directors met 12 times during the year, and each
director attended at least 75% of the meetings of the full Board and of the
committees on which he or she serves, except Keith Evans attended 50% of the
board meetings. Sarah Sistrunk attended 25% of the board meetings and was on a
leave of absence for the balance of the board meetings.
The Board of Directors has established a number of committees to assist
it in the discharge of its duties. The executive committee makes and reviews
policies and decisions in connection with personnel, compensation, nominations
of directors and strategic matters. It also entertains shareholder nominees for
directors.
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<PAGE>
The audit committee recommends the engagement of the Bank's independent
certified auditors, serves as liaison with those independent auditors on behalf
of the Bank, and is responsible for reviewing the audit reports of the Bank's
independent auditors.
The loan committee exercises primary responsibility for the monitoring
of the Bank's lending functions and must approve any loan in excess of the
lending officer's designated lending limits.
The assets/liability committee manages the purchase, pricing and timing
of the Bank's assets and liabilities.
DIRECTOR COMPENSATION
Directors of the Company received no compensation in 1998.
STOCK OWNERSHIP
Principal Shareholders.
As of December 31, 1998, William Thomas with 5.24% is the only
beneficial owner known to the Company of more than five percent (5%) of its
$6.00 par value common stock, the only class of voting securities of the
Company.
The following table sets forth, as of the most recent practicable date
the common stock of the Company beneficially owned by all directors, executive
officers, nominee directors and significant employees. For purposes of this
table, beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934:
Security Ownership of Certain Beneficial Owners
Name of Beneficial Owner Number of Shares Percent of Class
- ------------------------ ---------------- ----------------
George G. Andrews 8,000(1) 1.50%
Dr. Gloria Campbell-D'Hue 10,000(2) 1.88%
J. Al Cochran 10,000 1.88%
Keith K. Evans 7,500 1.41%
Leon Goodrum 11,500 2.16%
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<PAGE>
Agnes H. Harper 10,175(3) 1.91%
Charles W. Harrison 10,600(4) 1.99%
Robert A. Holmes 6,000 1.13%
Moses M. Jones 10,200(5) 1.92%
Marian S. Jordan 10,250(6) 1.93%
Kaneta R. Lott 12,000(7) 2.26%
Donald F. Marshall 10,000 1.88%
George C. Miller, Jr. 5,000(8) .94%
Elvin R. Mitchell, Sr. 15,400(9) 2.89%
Sarah S. Sistrunk 10,000(10) 1.88%
Roy W. Sweat 15,000 2.82%
William Thomas 27,905(11) 5.24%
Cordy T. Vivian 10,200(12) 1.92%
The Company's common stock beneficially owned by all persons nominated
to be directors and executive officers as a group as of March 24, 1998 (18
persons) totaled 199,730 shares, representing 37.54% of the Company's common
stock.
None of the persons listed in the above table have the right to acquire
beneficial ownership of any shares of the Company within the next sixty days.
There are no outstanding option warrants or other rights to acquire equity
securities of the Company.
The Company knows of no arrangements, including any pledge by any
person of securities of the Company, the operation of which may at a subsequent
date result in a change in control of the Company.
(1) Includes 4,000 shares owned by Mr. Andrews and 4,000 shares held
jointly with Mr. Andrews' spouse.
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<PAGE>
(2) Includes 4,250 shares owned by Dr. D'Hue and 5,750 shares owned by her
child.
(3) Includes 1,183 shares held by Mrs. Harper, 7,800 shares held jointly
with Mrs. Harper's spouse, and 1,192 shares held by Mrs. Harper's
spouse.
(4) Includes 10,000 shares owned by Mr. Harrison, 600 shares held by Mr.
Harrison's children.
(5) Includes 7,600 shares owned by Mr. Jones and 2,600 shares held by Mr.
Jones's children.
(6) Includes 10,000 shares owned by Ms. Jordan and 250 shares held by Ms.
Jordan's children.
(7) Includes 8,000 shares held jointly with Dr. Lott's spouse, 2,000 shares
held by Dr. Lott's child and 2,000 shares held by Childrens Dentistry
Profit Sharing Plan.
(8) Includes 4,500 shares owned by Mr. Miller and 500 shares held by
Spectrum Consulting Associates, Inc., an affiliated corporation.
(9) Includes 14,250 shares owned by Dr. Mitchell, 1,000 shares held by Mr.
Mitchell's spouse, and 150 shares held by Mr. Mitchell's grandchildren.
(10) Includes 7,500 shares owned by Ms. Sistrunk and 2,500 shares by Ms.
Sistrunk's children.
(11) Includes 10,200 shares owned by Mr. Thomas and 17,705 shares held by
Thomas Cleaning Service, Inc., an affiliated corporation.
(12) Includes 9,700 shares owned by Mr. Vivian and 500 shares held by Mr.
Vivian's spouse.
The following table sets forth the aggregate annual compensation for
the Bank's Chief Executive Officer. No individual earned in excess of $100,000
during 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Restricted
Other Annual Stock LTIP Other
Name and Position Year Salary Bonus Compensation Awards Options/SARS Payouts Compensation
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
George G. Andrews 1998 90,000 7,500 1,800(1) ----- ----- ----- 5,793(2)
CEO, President, ----------------------------------------------------------------------------------------------
Director 1997 81,900 1,500 1,800(1) ----- ----- ----- -----
----------------------------------------------------------------------------------------------
1996 78,000 ----- ----- ----- ----- ----- -----
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Representing membership dues paid on Mr. Andrews' behalf.
(2) Company matching contributions to the Company's 401(k) Plan on
behalf of Mr. Andrews.
Executive Employment Agreements.
The Company is not aware of any compensatory plan or arrangement with
respect to any individual named in the summary compensation table for the latest
fiscal year which will result from the resignation, retirement or other
termination of such individual's employment with the Company or from a change in
control of the Company or a change in the individual's responsibilities
following a change in control.
No individual during 1998 for whom compensation information is
disclosed in the above summary compensation table received any option or stock
appreciation rights, exercised any option or stock appreciation rights, had
outstanding as of December 31, 1998
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any unexercised options or stock appreciation rights, or received any award
under a long term incentive plan.
OTHER COMPENSATION AND BENEFIT PLANS
The Company provides a 401(k) plan for qualified employees to defer a
portion of their salary with matching contributions from the Company made at the
discretion of the Board of Directors.
TRANSACTIONS WITH THE COMPANY
The Company's directors and executive officers, and certain business
organizations and individuals associated therewith, have been customers of and
have had banking transactions with the Company and are expected to continue such
relationships in the future. Pursuant to such transactions, the Bank's directors
and executive officers from time to time have borrowed funds from the Bank for
various business and personal reasons. Extensions of credit made by the Bank to
its directors and executive officers have been made in the ordinary course of
business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than a normal risk of collectibility or
present other unfavorable features.
LEGAL PROCEEDINGS
There are no "material" pending legal proceedings, other than ordinary
routine litigation incidental to the business of the Company, to which the
Company or any of its subsidiaries is a party or of which any of their property
is subject. Material proceedings are defined as claims for damages where the
amount involved, exclusive of interest and cost, exceeds ten percent of the
current assets of the Company and its subsidiaries on a consolidated basis.
During the previous five years, no director or executive officer was
the subject of a legal proceeding (as defined below) that is material to an
evaluation of the ability or integrity of any director or executive officer. A
"legal proceeding" includes: (a) any bankruptcy petition filed by or against any
business of which such person was a general partner or executive prior to that
time; (b) any conviction in a criminal proceeding or subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses); (c)
any order, judgment, or decree of any court of competent jurisdiction, or any
Federal or State authority permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of commodities
business, securities or banking activities; and (d) any finding by a court of
competent jurisdiction (in a civil action), the Securities and Exchange
Commission or the Commodity Futures Trading Commission of a violation of a
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federal or state securities or commodities law (such finding having not been
reversed, suspended or vacated).
COMPLIANCE WITH SECTION 16(A) OF THE 1934 ACT
Section 16(a) of the Securities Exchange Act of 1934 and regulations of
the SEC require our executive officers and directors and persons who
beneficially own more than ten percent of any class of our equity securities, as
well as certain affiliates of such persons to file initial reports of ownership
of any equity securities of Capitol City Bancshares, Inc. and subsequent reports
of changes in ownership of such securities with the SEC. Such persons also are
required by SEC regulations to furnish us with copies of all Section 16(a)
reports they file. Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Company under Rule 16a-3(d) during 1998 and Form 5 and
amendments thereto furnished to the Company during 1998, no person who, at any
time during 1998, was a director, officer or beneficial owner of more than 10%
of any class of equity securities of the Company failed to file on a timely
basis any reports required by Section 16(a) during the 1998 fiscal year or
previously.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Mauldin & Jenkins, LLC, Albany, Georgia, has served as our
independent accountants each year since 1994, and we consider them to be well
qualified. Our Board of Directors has selected Mauldin & Jenkins, LLC to serve
as our independent accountants for the fiscal year ending December 31, 1999.
Representatives of that firm will be present at the Annual Meeting and will have
the opportunity to make a statement if they desire to do so. They will be
available to answer your questions at that time.
SHAREHOLDER PROPOSALS FOR 2000 MEETING
Shareholder proposals that are intended to be presented at our 2000
Meeting of Shareholders must be received by us no later than February 1, 2000,
in order to be included in our proxy statement and related proxy materials for
that meeting. Any such proposal must comply with the rules and regulations of
the Securities and Exchange Commission.
OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING
Our Board of Directors knows of no matters other than those referred to
in the accompanying Notice of Annual Meeting of Shareholders which may properly
come before the Annual Meeting. However, if any other matter should be properly
presented for consideration and voting at the Annual Meeting or any adjournments
thereof, it is the intention of the persons named as proxies on the enclosed
form of proxy card to vote the
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shares represented by all valid proxy cards in accordance with their judgment of
what is in Capitol City Bancshares' best interest.
ANNUAL REPORTS
Upon receipt of a written request, we will furnish, without charge, any
owner of common stock of the company a copy of its annual report to the
Securities and Exchange Commission on Form 10-K (the "10-K") for the fiscal year
ended December 31, 1998, including financial statements and the schedules
thereto. Copies of exhibits to the 10-K are also available upon specific request
and payment of a reasonable charge for reproduction. Such requests should be
directed to the Secretary of the Company at the address indicated on the front
of the proxy statement.
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CAPITOL CITY BANCSHARES, INC.
562 Lee Street, S.W.
Atlanta, Georgia 30311
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby acknowledges receipt of the Notice of the Annual
Meeting of Shareholders and Proxy Statement and does hereby appoint George G.
Andrews and Leon Goodrum and each of them, with full powers of substitution, as
proxies of the undersigned, to represent the undersigned and to vote all shares
of CAPITOL CITY BANCSHARES, INC. common stock which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders of
Capitol City Bancshares, Inc. to be held June 22, 1999, at 5:00 p.m. local time,
at 562 Lee Street, S.W., Atlanta, Georgia, and at any adjournment or
postponement thereof, with all the powers (other than the power to revoke the
proxy or vote in a manner not authorized by the exceeded form of proxy) which
the undersigned would have if personally present at such meeting, to act in
their discretion upon any other matter or matters which may properly be brought
before the meeting, and to appear and vote all the share of common stock which
the undersigned may be entitled to vote.
PROPOSAL I: To elect the eighteen nominees listed below to serve as directors
for the following year:
_____FOR all nominees listed below _____WITHHOLD AUTHORITY to vote for
(except as marked to the contrary all nominees listed below.
below),
George G. Andrews Marian S. Jordan
Dr. Gloria Campbell-D'Hue Kaneta R. Lott
J. Al Cochran Donald F. Marshall
Keith E. Evans George C. Miller, Jr.
Leon Goodrum Elvin Mitchell, Sr.
Agnes H. Harper Sarah S. Sistrunk
Charles W. Harrison Roy W. Sweat
Robert A. Holmes William Thomas
Moses M. Jones Cordy T. Vivian
INSTRUCTIONS: To withhold your vote for any individual nominee, strike a line
through the nominee*s name in the list above.
(Continued on Reverse Side)
<PAGE>
UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED FOR ALL NOMINEES
---
LISTED ABOVE.
The Board of Directors recommends a vote FOR the election of the above nominees
to the Board of Directors.
If other matters properly come before the meeting, the persons named herein as
proxy shall have the discretionary authority to vote with respect to such
matters after considering the recommendations of management.
Please sign below, date and return promptly in the enclosed, self-addressed
stamped envelope. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If the signatory is a corporation, please sign the full
corporate name by an authorized officer.
DATE: ________________________, 1999
INDIVIDUALS: ENTITIES: (Please Print)
- ------------------------------ ----------------------------------
Name (Please print) By:
- ------------------------------ ----------------------------------
Signature Signature
- ------------------------------ ----------------------------------
Name of Joint Tenant or Tenant- Position
In-Common if any (Please Print)
- ------------------------------ ----------------------------------
Signature of Joint Tenant or
Tenant-In-Common, if any
