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
OCONEE FINANCIAL CORPORATION
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(Name of Registrant as Specified in its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of class of securities to which transaction
applies:
N/A
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(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 fees 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: N/A
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(2) Form, Schedule or Registration Statement No.: N/A
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(3) Filing Party: N/A
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(4) Date Filed: N/A
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<PAGE>
OCONEE FINANCIAL CORPORATION
----------------------------
35 North Main Street
Watkinsville, Georgia 30677-0205
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 3, 1999
The annual meeting of shareholders of Oconee Financial Corporation (the
"Corporation ") will be held on May 3, 1999, at 7:30 P.M. at Oconee County
Civic Center, 2661 Hog Mountain Road, Watkinsville, Georgia, for the
purposes of considering and voting upon:
1. The election of 11 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 shareholders of record at the close of business on March 31, 1999
will be entitled to notice of and to vote at the meeting or any adjournment
thereof.
The 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 A COPY OF THE CORPORATION'S 1998 ANNUAL REPORT.
By Order of the Board of Directors,
Jerry K. Wages
Corporate Secretary
April 19, 1999
________________________________________________________________________
| |
| PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR |
| VOTE MAY BE RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY. |
|_______________________________________________________________________|
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<PAGE>
OCONEE FINANCIAL CORPORATION
35 North Main Street
Watkinsville, Georgia 30677-0205
PROXY STATEMENT
SHAREHOLDERS' MEETING
This Proxy Statement is furnished in connection with the solicitation
of Proxies by Oconee Financial Corporation (the " Corporation") for use at
the annual meeting of shareholders of the Corporation to be held on May 3,
1999, and any adjournment thereof, for the purposes set forth in the
accompanying notice of the meeting. It is anticipated that this Proxy
Statement and the accompanying Proxy will first be mailed to shareholders on
or about April 19, 1999.
REVOCATION OF PROXIES
Any Proxy given pursuant to this solicitation may be revoked by any
shareholder who attends the meeting and gives oral notice of his or her
election to vote in person, without compliance with other formalities. In
addition, any Proxy given pursuant to this solicitation may be revoked prior
to the meeting by delivering an instrument revoking it or a duly executed
Proxy bearing a later date to the Secretary of the Corporation. If the
Proxy is properly completed and returned by the shareholder and is not
revoked, it will be voted at the meeting in the manner specified thereon.
IF THE PROXY IS RETURNED BUT NO CHOICE IS SPECIFIED THEREON, IT WILL BE
VOTED FOR ALL THE PERSONS NAMED BELOW UNDER THE CAPTION "INFORMATION ABOUT
NOMINEES."
COST OF SOLICITATION
The expenses of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be paid by the Corporation. 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 Corporation's Common Stock, par value $10.00 per
share (the "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 Corporation may solicit Proxies in person or by
telephone.
BENEFICIAL OWNERSHIP OF SECURITIES AND VOTING RIGHTS
The record of shareholders entitled to vote at the annual meeting was
taken as of the close of business on March 31, 1999. On that date, the
Corporation had outstanding and entitled to vote 180,000 shares of Common
Stock, each entitled to one vote per share.
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<PAGE>
The following table provides the numbers of shares and percentage of
outstanding shares of the Common Stock which were beneficially owned as of
March 31, 1999, by (i) "persons" (as that term is defined by the SEC) who
are known to the Corporation to be the beneficial owners of more than 5% of
the Common Stock (the Corporation's only class of voting securities); (ii)
the present directors of the Corporation; (iii) the executive officers of
the Corporation and (iv) all directors and executive officers of the
Corporation as a group.
<TABLE>
<CAPTION>
Shares
Name of Beneficial Owner Beneficially Owned Percent of Class
------------------------ ------------------ ----------------
<S> <C> <C>
G. Robert Bishop <F1> 2,551 1.4
Steve W. Denman <F2> 124 *
Douglas D. Dickens <F3> 3,542 2.0
Walter T. Evans, Sr. <F4> 150 *
John A. Hale <F5> 1,758 *
B. Amrey Harden <F6> 800 *
Hardigree Properties, LLLP <F7> 9,428 5.2
Donald L. Jesweak <F8> 80 *
Henry C. Maxey <F9> 4 *
Carl R. Nichols <F10> 50 *
Ann B. Powers <F11> 3,054 1.7
Jerry K. Wages <F12> 65 *
Virginia S. Wells <F13> 51,720 28.7
All directors and executive officers as a group 63,898 35.5
(12 persons)
__________________
<FN>
* Less than 1%.
<F1> Includes 2,065 shares held jointly with his wife. Also includes
226 shares held jointly with his sons; 160 shares held jointly in
his wife's name with his daughter; and 100 shares held jointly in
wife's name with his son. Mr. Bishop's address is 1741
Experiment Station Road, Watkinsville, Georgia 30677.
<F2> Includes 124 shares held jointly with his wife. Mr. Denman's
address is 1870 Broadlands Drive, Watkinsville, Georgia 30677.
<F3> Includes 273 shares held jointly with his wife. Also includes
3,264 shares held in the name of Dickens Farms, Inc. and 5 shares
held in the name of his daughter. Mr. Dickens' address is 3980
Hog Mountain Road, Watkinsville, Georgia 30677.
<F4> Mr. Evans' address is 1291 Evans Road, Watkinsville, Georgia
30677.
<F5> Includes 1,758 shares held jointly with his wife. Mr. Hale's
address is 5750 Colham Ferry Road, Watkinsville, Georgia 30677.
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<PAGE>
<F6> Includes 800 shares held jointly with his wife. Mr. Harden's
address is 1100 Briar Lakes Court, Watkinsville, Georgia 30677.
<F7> C.G. Hardigree, Jr. and Joyce C. Hardigree serve as general
partners of Hardigree Properties, LLLP. The address of Hardigree
Properties, LLLP is 1660 Old Bishop Road, Watkinsville, Georgia
30677.
<F8> Includes 30 shares held jointly with his wife. Also includes 50
shares held in the name of his wife jointly with his wife's
parents. Mr. Jesweak's address is 1001 Kings Court,
Watkinsville, Georgia 30677.
<F9> Includes 4 shares held jointly with his wife. Mr. Maxey's
address is 1181 Maxey Road, Bishop, Georgia 30621.
<F10> Includes 50 shares held by Reliance Trust Company as
custodian for the benefit of Mr. Nichols. Mr. Nichols' address
is 405 Gaines School Road, Athens, Georgia 30605.
<F11> Includes 1,920 shares held jointly with her husband and 534
shares held by Ms. Powers as custodian for her minor son and
daughter. Ms. Powers' address is 1051 Rose Creek Drive,
Watkinsville, Georgia 30677.
<F12> Includes 65 shares held jointly with his wife. Mr. Wages'
address is 1160 Station Drive, Watkinsville, Georgia 30677.
<F13> Includes 13,848 shares held jointly with her daughters and
6,684 shares held by a trust established under the will of Hubert
H. Wells. Ms. Wells is a co-trustee under the will. Ms. Wells'
address is 1170 Mountain Laurel Drive, Watkinsville, Georgia
30677.
</FN>
</TABLE>
ELECTION OF DIRECTORS
The By-Laws of the Corporation provide that the Board of
Directors shall consist of 11 directors. The number of directors may
be increased or decreased from time to time by the shareholders by
amendment of the By-Laws. The term of office for directors, except in
the case of earlier death, resignation, retirement, disqualification
or removal, continues until the next annual meeting and until their
successors are elected and qualified.
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. In the event that any
nominee withdraws or for any reason is not 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 11 nominees.
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<PAGE>
The affirmative vote of a majority of the shares represented in
person or by proxy at a meeting at which a quorum is present is
required for election of the nominees named below. A quorum is
present when the holders of more than one-half of the shares
outstanding and entitled to vote on the record date are present in
person or by proxy. An abstention or a broker non-vote would be
included in determining whether a quorum is present at the meeting but
would have no effect on the outcome of the vote for election of
directors. Management of the Corporation has no reason to believe
that any nominee will not serve if elected. All of the nominees are
currently directors of the Corporation. The Board of Directors
recommends a vote "FOR" the proposed nomination and election of the
individuals listed below, and the enclosed Proxy will be so voted
unless the shareholder executing the Proxy specifically votes against
the election of nominees listed below or abstains from voting by
marking the appropriately designated block on the Proxy.
INFORMATION ABOUT NOMINEES FOR DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS. The following table sets forth
the name of each director and executive officer of the Corporation,
his or her age, positions held with the Corporation and a brief
description of his or her principal occupation and business experience
for the preceding five years. Except as otherwise indicated, each
director has been or was engaged in his or her present or last
principal occupation, in the same or a similar position, for more than
five years. Directors are elected at each annual meeting of
shareholders and hold office until the next annual meeting or until
their successors are elected and qualified.
All of the following directors are nominees for the term to
expire in 2000.
NAME AGE BUSINESS EXPERIENCE
- ---- --- -------------------
G. Robert Bishop 52 A director since 1991. He is employed as Regional
Office Manager of the State of Georgia Department
of Natural Resources. He is a member of the Audit,
Executive, Grievance, and Technology Committees of
the Corporation.
Steve W. Denman 48 A director since 1992, he is the owner of the
Steve W. Denman Insurance Agency. He is a member
of the Budget, By-Laws, Insurance, and Technology
Committees of the Corporation.
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<PAGE>
Douglas D. Dickens 47 A director since 1989. On April 11, 1997 he was
elected Chairman of the Board of the Corporation.
Mr. Dickens is also President of Dickens Farms,
Inc. and is a Partner in Dickens Homebuilders LLP.
He is a member of the Budget, Executive, and Loan
Committees of the Corporation.
Walter T. Evans, Sr. 69 A director since 1984, he is retired from Georgia
Poultry Supply. He is a member of the By-Laws,
Grievance, Loan, and Personnel Committees of the
Corporation.
John A. Hale 71 A director since 1982. He was elected Vice
Chairman of the Board on April 11, 1997. Mr. Hale
is retired as owner of Hale's Dairy. He is a
member of the Audit, Executive, and Investment -
Asset/Liability Management Committees of the
Corporation.
B. Amrey Harden 44 A director since 1987, he has been President of the
Corporation since 1994. He served as Executive
Vice President of the Bank from 1987 through 1994.
He is a member of the By-Laws, Investment - Asset/
Liability Management, and Loan Committees of the
Corporation.
Henry C. Maxey 57 A director since March 15, 1999. He is the
President of Maxey Brothers, Inc. He is a member
of the Grievance and Personnel Committees of the
Corporation.
Carl R. Nichols 54 A director since January 16, 1998, he is the Owner
and President of Nichols Land & Investment Company.
He is a member of the Insurance and Investment -
Asset/Liability Management Committees of the
Corporation.
Ann B. Powers 51 A director since 1991, she is an Elementary School
Art Teacher with the Oconee County Board of
Education and a watercolor artist. She is a member
of the Audit, By-Laws, Insurance, Investment -
Asset/Liability Management, and Personnel
Committees of the Corporation.
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Jerry K. Wages 49 A director since 1994, he has also been Executive
Vice President, Chief Financial Officer and
Corporate Secretary since 1994. He served as
Senior Vice President and Chief Financial Officer
from 1989 through 1994. He is a member of the
Investment - Asset/Liability Management, Loan, and
Technology Committees of the Corporation.
Virginia S. Wells 57 A director since 1990, she is the President and
CEO of Wells & Company Realtors, Inc., a property
management and development company. She is a
member of the Budget, Executive, Loan, and
Technology Committees of the Corporation.
There are no family relationships among any directors and executive
officers of the Company.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Corporation acquired all of the stock of the Bank on January 1, 1999.
Prior to that time the Corporation, which was formed in 1998, had no assets or
activity. The Board of Directors of the Bank held fifteen meetings during 1998.
All of the Directors attended at least seventy-five percent (75%) of the
meetings of the Board and committees of the Board on which they sat during their
tenure as directors.
AUDIT COMMITTEE. The Audit Committee consists of Messrs. Bishop, Hale and
Powers. The Audit Committee held five meetings during the fiscal year 1998.
The Audit Committee is responsible for establishing the scope, frequency, and
review of internal and external audits conducted by the Corporation's certified
public accountants and for providing policy and procedural direction for
establishment and compliance to the Corporation's internal routines and
controls.
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EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term
compensation paid to the chief executive officer and each executive
officer of the Bank and the Corporation whose salary and bonus
exceeded $100,000 during the 1998 fiscal year for the fiscal years
ending December 31, 1998, 1997 and 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
--------------------------
Name and Other Annual
Principal Position Year Salary ($) Bonus($)<F1> Compensation ($)<F2>
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
B. Amrey Harden 1998 100,000 26,774 15,248
President and Chief 1997 95,000 11,118 12,254
Executive Officer 1996 90,000 11,275 12,883
Jerry K. Wages 1998 88,525 19,273 11,074
Executive Vice President 1997 85,120 9,502 10,531
and Chief Financial Officer 1996 81,820 9,329 11,248
Donald L. Jesweak 1998 84,365 22,156 10,897
Senior Vice President 1997 81,315 11,002 10,182
and Senior Lending Officer 1996 78,185 9,530 10,688
<FN>
<F1> Includes incentive pay and bonuses.
<F2> Includes 401(k) matching and discretionary contributions from the Corporation.
</FN>
</TABLE>
DIRECTOR COMPENSATION
Directors of the Bank received $400.00 per regularly scheduled
Board meeting attended during 1998. In addition, directors receive
$150.00 for special called Board meetings and Committee meetings
attended during 1998. There is an overall annual fee cap of $12,000
per director.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Corporation has had, and expects to have in the future,
banking transactions in the ordinary course of business with,
directors and officers of the Corporation and their associates,
including corporations in which such officers or directors are
shareholders, directors and/or officers, on the same terms (including
interest rates and collateral) as then prevailing at the time for
comparable transactions with other persons. Such transactions have
not involved more than the normal risk of collectibility or presented
other unfavorable features.
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INFORMATION CONCERNING THE CORPORATION'S ACCOUNTANTS
The certified public accounting firm of Porter Keadle Moore, LLP
was the independent accountant for the Bank and the Corporation during
the year ended December 31, 1998. Representatives of Porter Keadle
Moore, LLP are expected to be present at the annual meeting and will
have the opportunity to make a statement if they desire to do so and
to respond to appropriate questions. The Corporation anticipates that
Porter Keadle Moore, LLP will be the Corporation's accountants for the
current fiscal year.
SHAREHOLDERS PROPOSALS
Proposals of shareholders intended to be presented at the
Corporation's 2000 Annual Meeting must be received by December 18,
1999, in order to be eligible for inclusion in the Corporation's Proxy
Statement and Proxies for that meeting.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Corporation knows of no matters other than
those other matters should be presented for consideration and voting,
however, it is the intention of the persons named as proxies in the
enclosed Proxy to vote in accordance with their best judgment as to
what is in the best interest of the Corporation.
COMPLIANCE WITH SECTION 16(a)
Pursuant to Section 16(a) of the Securities Exchange Act of 1934,
each executive officer, director and beneficial owner of 10% or more
of the Corporation's Common Stock is required to file certain forms
with the Securities and Exchange Commission ("SEC") or in the case of
the Bank with the Federal Deposit Insurance Corporation (the "FDIC").
A report of beneficial ownership of the Corporation's Common Stock on
Form 3 is due at the time such person becomes subject to the reporting
requirement and a report on Form 4 or 5 must be filed to reflect
changes in beneficial ownership occurring thereafter. In 1998 such
reports were required to be filed with the FDIC. The Corporation
believes that all filing requirements applicable to the Bank's
officers and directors were complied with during the 1998 fiscal year.
ADDITIONAL INFORMATION
The Corporation will furnish without charge a copy of its Annual
Report on Form 10-KSB filed with the SEC for the fiscal year ended
December 31, 1998, including financial statements and schedules, to
any record or any beneficial owner of the Common Stock as of March 31,
1999 who requests a copy of such Report. Any request for the Report
on Form 10-KSB should be in writing addressed to:
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Jerry K. Wages
Executive Vice President & CFO
Oconee Financial Corporation
Post Office Box 205
Watkinsville, Georgia 30677
If the person requesting the Report on Form 10-KSB was not a
shareholder of record on March 31, 1999, the request must include a
representation that the person was a beneficial owner of Common Stock
on that date. Copies of any exhibits to the Form 10-KSB will also be
furnished on request and upon the payment of the Corporation's
expenses in furnishing the exhibits.
OCONEE FINANCIAL CORPORATION
By Order of the Board of Directors,
Jerry K. Wages
Corporate Secretary
April 19, 1999
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COMMON STOCK OF OCONEE FINANCIAL CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS FOR THE 1999 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Douglas D. Dickens and B. Amrey
Harden or either of them, with power of substitution to each, the
proxies of the undersigned to vote all of the undersigned's shares of
the Common Stock of Oconee Financial Corporation at the Annual Meeting
of Shareholders of OCONEE FINANCIAL CORPORATION to be held at 7:30
p.m. at the Oconee County Civic Center, 2661 Hog Mountain Road,
Watkinsville, Georgia, on May 3, 1999, and any adjournment thereof.
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE NOMINEES AND UNLESS
INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THE
PROXY WILL BE SO VOTED.
ELECTION OF NOMINEES NOMINEES: G. Robert Bishop, Steve W.
Denman, Douglas D. Dickens, Walter T.
Evans, Sr., John A. Hale, B. Amrey
Harden, Henry C. Maxey, Carl R.
Nichols, Ann B. Powers, Jerry K.
Wages, and Virginia S. Wells.
FOR the nominees listed to the right WITHHOLD AUTHORITY
to vote for all nominees
[__] [__]
WITHHOLD AUTHORITY
to vote for an individual nominee
[__]
Write name(s) below:
_____________________________________
It is understood that this proxy confers discretionary authority in respect to
matters now known or determined at the time of the mailing of the notice of the
meeting to the undersigned.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders dated April 19, 1999 and the Proxy Statement furnished therewith.
_________________________, 1999
Dated and signed
_______________________________
Signature
_______________________________
Signature
(Signature(s) should agree with the name(s) hereon. Executors, administrators,
trustees, guardians and attorneys should so indicate when signing. For joint
accounts, each owner should sign. Corporations should sign their full corporate
name by a duly authorized officer.)
This proxy is revocable at or at any time prior to the meeting.
Please sign and return this proxy in the accompanying prepaid envelope.
