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
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)
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:
N/A
______________________________________________________
(2) Aggregate number of class of securities to which transaction
applies:
N/A
______________________________________________________
(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):
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/ / 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: N/A
---------------------------------
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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OCONEE FINANCIAL CORPORATION
35 North Main Street
Watkinsville, Georgia 30677-0205
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 1, 2000
The annual meeting of shareholders of Oconee Financial Corporation (the
"Corporation ") will be held on May 1, 2000, 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 20, 2000
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 1999 ANNUAL REPORT.
By Order of the Board of Directors,
Jerry K. Wages
CORPORATE SECRETARY
April 17, 2000
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PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE MAY BE
RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY.
================================================================================
<PAGE>
<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 1, 2000, 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 17, 2000.
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 20, 2000. On that date, the
Corporation had outstanding and entitled to vote 179,979 shares of Common Stock,
each entitled to one vote per share.
<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
20, 2000, 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> 2,651 1.5
Steve W. Denman <F2> 124 *
Douglas D. Dickens <F3> 3,537 2.0
Walter T. Evans, Sr. <F4> 170 *
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> 14 *
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 64,023 35.6
(12 persons)
- ------------------
* Less than 1%.
<FN>
<F1> Includes 2,165 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. Mr. Dickens' address is
3980 Hog Mountain Road, Watkinsville, Georgia 30677.
<F4> Mr. Evans' address is 1291 Evans Road, Watkinsville, Georgia 30677.
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<F5> Includes 1,758 shares held jointly with his wife. Mr. Hale's address is
5750 Colham Ferry Road, Watkinsville, Georgia 30677.
<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. Also includes 10 shares
held in the name of Maxey Brothers, Inc. 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 850 Beaverdam Road,
Winterville, Georgia 30683.
<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
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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.
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
2001.
NAME AGE BUSINESS EXPERIENCE
G. Robert Bishop 53 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 49 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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Douglas D. Dickens 48 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. 70 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 72 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 45 A director since 1987, he has been President
and Chief Executive Officer 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 58 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 55 A director since 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 52 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 50 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 58 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 thirteen meetings
during 1999. 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 four meetings during the fiscal year 1999.
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 $100,000 during the 1999 fiscal
year for the fiscal years ending December 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Other Annual
Principal Position Year Salary ($) Bonus($)<F1> Compensation ($)<F2>
- ----------------------------------------- ----------- ---------------- -------------------- ------------------------
<S> <C> <C> <C> <C>
B. Amrey Harden 1999 106,000 23,584 14,300
President and Chief 1998 100,000 26,774 15,248
Executive Officer 1997 95,000 11,118 12,254
Jerry K. Wages 1999 95,675 18,573 12,177
Executive Vice President 1998 88,525 19,273 11,074
and Chief Financial Officer 1997 85,120 9,502 10,531
Donald L. Jesweak 1999 88,710 19,777 11,385
Senior Vice President 1998 84,365 22,156 10,897
and Senior Lending Officer 1997 81,315 11,002 10,182
<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 1999. In addition, directors received $150.00 for
special called Board meetings and Committee meetings attended during 1999. 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
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for comparable transactions with other persons. Such transactions have not
involved more than the normal risk of collectibility or presented other
unfavorable features.
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, 1999. 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
2001 Annual Meeting must be received by December 1, 2000, 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"). 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 1999 such
reports were required to be filed with the SEC. The Corporation believes that
all filing requirements applicable to the Bank's officers and directors were
complied with during the 1999 fiscal year.
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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, 1999,
including financial statements and schedules, to any record or any beneficial
owner of the Common Stock as of March 20, 2000 who requests a copy of such
Report. Any request for the Report on Form 10-KSB should be in writing addressed
to:
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 20, 2000, 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 17, 2000
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COMMON STOCK OF OCONEE FINANCIAL CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS FOR THE 2000 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 1, 2000, 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:
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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 17, 2000 and the Proxy Statement furnished therewith.
_______________________, 2000
Dated and signed
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Signature
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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.
