<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
FIRST DEPOSIT BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(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.
(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:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
[First Deposit Bancshares, Inc. Letterhead]
Dear Shareholder:
You are cordially invited to attend the Annual Shareholders' Meeting (the
"Meeting") of First Deposit Bancshares, Inc. ("First Deposit"), to be held at
Carroll Technical Institute, 4600 Timber Ridge Drive, Douglasville, Georgia on
Tuesday, June 13, 2000 at 10:00 a.m., local time, notice of which is enclosed.
The following proposals are to be presented at the Meeting: (1) to elect two
(2) directors to serve until the 2003 Annual Shareholders' Meeting; (2) to
approve the 2000 Stock Incentive Plan; and (3) to ratify the selection of
Mauldin & Jenkins, LLC as our independent public accountants for the year
ending December 31, 2000.
The proposals listed above have been approved unanimously by your Board of
Directors and are recommended by the Board to you for approval.
The affirmative vote of a plurality of our outstanding common stock voted in
person or by proxy at the Meeting will be required to elect two directors to
serve until the 2002 Annual Shareholders' Meeting. The affirmative vote of a
majority of our common stock present in person or represented by proxy will be
required to approve the remainder of the proposals.
We hope that you will be able to join us and let us give you a review of
1999. Whether you own a few or many shares of stock and whether or not you plan
to attend in person, it is important that your shares be voted on matters that
come before the meeting. To make sure your shares are represented, we urge you
to complete and mail the enclosed proxy card promptly.
Thank you for helping us make our first year as a public company a success.
We look forward to your continued support in 2000.
Sincerely,
/s/ Danny A. Belyeu
__________________________________
Danny A. Belyeu, Chairman of the
Board
Douglasville, Georgia
May 5, 2000
<PAGE>
FIRST DEPOSIT BANCSHARES, INC
8458 Campbellton Street
Douglasville, Georgia 30134-1803
(770) 942-5108
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
TO BE HELD JUNE 13, 2000
Notice is hereby given that the Annual Shareholders' Meeting (the
"Meeting") of First Deposit Bancshares, Inc ("First Deposit") will be held at
Carroll Technical Institute, 4600 Timber Ridge Drive, Douglasville, Georgia on
Tuesday, June 13, 2000 at 10:00 a.m., local time, for the following purposes:
1. Election of Directors. The election of two nominees for Class I
Directors of First Deposit to serve until the 2003 Annual Shareholders' Meeting;
2. Approval of the 2000 Stock Incentive Plan. The approval of the 2000
Stock Incentive Plan;
3. Ratification of Auditors. The ratification of the selection of
Mauldin & Jenkins, LLC as our independent public accountants for the year ending
December 31, 2000; and
4. Other Business. The transaction of such other business as may
properly come before the Meeting, including adjourning the Meeting, if
necessary, to permit further solicitation of proxies.
A plurality of votes cast in person or by proxy at the Meeting will be
required to elect the Class I directors. The affirmative vote of a majority of
the votes cast in person or by proxy will be required to approve proposals 2 and
3 listed above. Only shareholders of record at the close of business on April
21, 2000 are entitled to receive notice of and to vote at the Meeting or any
adjournment or postponement thereof.
The Board of Directors unanimously recommends that holders of our common
stock vote "FOR" the proposals listed above.
We urge you to sign and return the enclosed proxy as promptly as possible,
whether or not you plan to attend the Meeting in person. You may revoke your
proxy by filing with our Secretary an instrument of revocation or a duly
executed proxy bearing a later date or by electing to vote in person at the
Meeting.
By Order of the Board of Directors
/s/ Patricia Owen
------------------------
Patricia Owen, Secretary
Douglasville, Georgia
May 5, 2000
<PAGE>
[FIRST DEPOSIT LOGO]
PROXY STATEMENT FOR
2000 ANNUAL SHAREHOLDERS' MEETING
TABLE OF CONTENTS
<TABLE>
<S> <C>
VOTING INFORMATION....................................... 1
PROPOSAL TO ELECT DIRECTORS.............................. 2
EXECUTIVE OFFICERS....................................... 4
CERTAIN BENEFICIAL OWNERS................................ 5
EXECUTIVE COMPENSATION................................... 6
CERTAIN TRANSACTIONS..................................... 7
PROPOSAL TO APPROVE 2000 STOCK INCENTIVE PLAN............ 8
PROPOSAL TO RATIFY SELECTION OF MAULDIN & JENKINS, LLC... 12
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.. 12
GENERAL INFORMATION...................................... 13
</TABLE>
-i-
<PAGE>
[FIRST DEPOSIT LOGO]
PROXY STATEMENT FOR
2000 ANNUAL SHAREHOLDERS' MEETING
VOTING INFORMATION
Purpose
This Proxy Statement is being furnished to the holders of our common stock
in connection with the solicitation by and on behalf of our Board of Directors
of proxies for use at the 2000 Annual Shareholders' Meeting, at which you will
be asked to vote upon proposals to elect two directors to serve as Class I
directors until our 2003 Annual Shareholders' Meeting, to approve our 2000 Stock
Incentive Plan, and to ratify the selection of Mauldin & Jenkins, LLC as our
independent public accountants for the year ended December 31, 2000. The
Meeting will be held at 10:00 a.m., local time, on Tuesday, June 13, 2000, at
Carroll Technical Institute, 4600 Timber Ridge Drive, Douglasville, Georgia.
This Proxy Statement and the enclosed Proxy are first being mailed to
shareholders on our about May 5, 2000.
Proxy Card and Revocation
You are requested to promptly sign, date, and return the accompanying proxy
card to us in the enclosed postage-paid envelope. Any shareholder who has
delivered a proxy may revoke it at any time before it is voted by giving notice
of revocation in writing or submitting to us a signed proxy bearing a later
date, provided that such notice or proxy is actually received by us prior to the
taking of the shareholder vote, or by electing to vote in person at the Meeting.
Any notice of revocation should be sent to First Deposit Bancshares, Inc., 8458
Campbellton Street, Douglasville, Georgia 30134-1803, Attention: Patricia Owen,
Corporate Secretary. The shares of our common stock represented by properly
executed proxies received at or prior to the Meeting and not subsequently
revoked will be voted as directed in such proxies. If instructions are not
given, shares represented by proxies received will be voted FOR approval of the
proposals. As of the date of this Proxy Statement, we are unaware of any other
matters to be presented at the Meeting.
Who Can Vote; Voting of Shares
Our Board of Directors has established the close of business on April 21,
2000, as the record date for determining our shareholders entitled to notice of
and to vote at the Meeting. Only our shareholders of record as of the record
date will be entitled to vote at the meeting. A plurality of our common stock
voted in person or by proxy at the Meeting will be required to elect two
directors to serve until the 2003 Annual Shareholders' Meeting. The affirmative
vote of a majority of our common stock present in person or represented by proxy
at the Meeting will be required to approve the 2000 Stock Incentive Plan, ratify
the selection of Mauldin & Jenkins, LLC as our independent auditors for 2000,
and approve any other proposals considered at the Meeting. Under certain
circumstances, brokers are prohibited from exercising discretionary authority
for beneficial owners who have not returned proxies to the brokers (so-called
"broker non-votes"). In such cases, those shares will be counted for the
purpose of determining if a quorum is present but will not be included in the
vote totals with respect to those matters and, therefore, will have no effect on
the vote. If a shareholder abstains from voting on the election of directors,
those shares will be counted for the purpose of determining if a quorum is
present but will not be included in the vote totals with respect to those
matters and, therefore, will have no effect on the vote. However, if a
<PAGE>
shareholder abstains from voting on any other proposal, those shares will be
counted for the purpose of determining if a quorum is present but will have the
effect of a negative vote.
As of the record date, there were 365 holders of record of shares of our
common stock outstanding and entitled to vote at the Meeting, with each share
entitled to one vote.
The presence, in person or by proxy, of a majority of the outstanding
shares of our common stock entitled to vote at the Meeting is necessary to
constitute a quorum of the shareholders in order to take action at the meeting.
For these purposes, shares of our common stock that are present, or represented
by proxy, at the Meeting will be counted for quorum purposes regardless of
whether the holder of the shares or proxy fails to vote on any matter or whether
a broker with discretionary authority fails to exercise its discretionary voting
authority with respect to any matter.
How You Can Vote
You may vote your shares by marking the appropriate boxes on the enclosed
proxy card. You must sign and return the proxy card promptly in the enclosed
self-addressed envelope. Your vote is important. Please return your marked
proxy card promptly so your shares can be represented, even if you plan to
attend the meeting in person.
PROPOSAL TO ELECT DIRECTORS
Number and Classification
Our Board of Directors currently consists of eight directors. Our bylaws
provide that our Board of Directors will consist of not less than three, nor
more than 25 members, the precise number to be determined from time to time by
the Board of Directors. The number of directors has been set at eight by the
Board. The eight members who comprise our Board of Directors are divided into
three classes of directors: Class I directors, Class II directors and Class III
directors, with each such class of directors serving staggered three-year terms.
Given the division of our Board of Directors into three classes, shareholders
who do not favor the policies of our Board of Directors would require at least
two annual meetings of shareholders to replace a majority of the members of the
Board.
Nominees
We have selected two nominees which we propose for election to our Board as
Class I directors. The nominees for Class I directors will be elected to serve
a three year term that will expire at our 2003 Annual Shareholders' Meeting.
The two nominees for our Class I directors are: Carlton H. Boyd and Joseph H.
Fowler, both of whom are currently members of our Board. Proxies cannot be
voted at the meeting for a greater number of persons than the number of nominees
named.
Each of the nominees has consented to being named in this Proxy Statement
and to serve as a director of First Deposit if elected. 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 or persons as may be designated by the
Board of Directors, but in no event will the proxy be voted for more than two
nominees or to reduce the number of persons to be elected by the number unable
to serve (subject to the requirement that each Class be as equal in number as
possible). Our management has no reason to believe that any nominee will not
serve if elected. A plurality of all votes cast at the meetings by the holders
of our common stock is required for the election of the nominees standing for
election.
-2-
<PAGE>
The Board of Directors unanimously recommends that you vote "FOR" each
nominee.
Board of Directors
The following table sets forth the name and age of each of the two nominees
for election as Class I directors and the remaining directors who will continue
to serve on our Board of Directors, as well as his director classification and
length of service on our board.
<TABLE>
<CAPTION>
Director Year First
Name Age Classification Elected
- --------------------------- ----------------- ---------------- -----------------------
<S> <C> <C> <C>
Carlton H. Boyd 68 I 1999
Joseph H. Fowler 48 I 1999
John B. Zellars 76 II 1999
John L. King 47 II 1999
Mac C. Abercrombie, Jr. 70 II 1999
Danny A. Belyeu 55 III 1999
Alpha A. Fowler, Jr. 79 III 1999
J. David Higgins 62 III 1999
</TABLE>
Our bylaws provide the general procedure for nominating directors.
Generally, nominations for election to the Board of Directors may be made by the
Board. However, any shareholder entitled to vote for the election of directors
may also make a nomination. Nominations by a shareholder shall be made in
writing and delivered to the President of First Deposit not less than 30 days
nor more than 60 days prior to any meeting of the shareholders called for the
election of directors; provided, however, that if less than 21 days notice of
the meeting is given, such nominations shall be received by the President not
later than the close of business on the seventh day following the day on which
the notice of meeting was held.
Meetings and Committees of the Board
Our Board of Directors held three meetings during 1999. Each director
attended 75% or more of the aggregate number of meetings held by the Board of
Directors and the committees on which he served. Our Board of Directors has four
standing committees: the Audit Committee, Compensation Committee, and the
Executive Committee and Appraisal Committee. During 1999, the Board of Directors
did not have a standing nominating committee and the functions of such a
committee were reserved to the full Board of Directors.
The Audit Committee presently consists of Messrs. Fowler and Zellars. The
Audit Committee has been assigned the principal functions of:
. recommending the independent auditors;
. reviewing and approving the annual report of the independent auditors;
. approving the annual financial statements; and
. reviewing and approving summary reports of the auditor's findings and
recommendations.
-3-
<PAGE>
The Audit Committee held one meeting during 1999.
The Compensation Committee currently consists of Messrs. Zellars, Belyeu
and J. Fowler. The Compensation Committee has been assigned the functions of
recommending salaries and bonuses for our executive officers and the executive
officers of Douglas Federal. The Compensation Committee held one meeting during
1999.
The Executive Committee currently consists of Messrs. A. Fowler, Belyeu and
Abercrombie. This Committee serves as Douglas Federal's loan committee and acts
for the Board of First Deposit and Douglas Federal on matters not requiring
action by the full board between regular meetings of the Board. The Executive
Committee held 52 meetings during 1999.
Director Compensation
Directors who are not our employees (also referred to as "Outside
Directors") currently include Messrs. Boyd, J. Fowler, Zellars and Abercrombie.
Outside Directors and Mr. Belyeu receive a per-meeting fee of $500 for
attending meetings of the Board of Directors of First Deposit. The members of
the board of Douglas Federal receive an annual retainer of $3,000 for serving
on the Board of Directors. Our board members also receive a per meeting fee of
$500. Members of our Executive Committee receive a fee of $400 for each meeting
attended.
EXECUTIVE OFFICERS
The following table sets forth the name, age at April 21, 2000, and
position of each executive officer of First Deposit.
<TABLE>
<CAPTION>
Name Age Positions
- ----------------------------- ---------- ------------------------------------------------------
<S> <C> <C>
Danny A. Belyeu 55 Chairman of the Board
Alpha A. Fowler, Jr. 79 Vice Chairman of the Board
J. David Higgins 62 President, Chief Executive Officer and Treasurer
John L. King 47 Executive Vice President and Chief Financial Officer
Michael Coggin 55 Executive Vice President and Chief Operating Officer
Patricia Owen 55 Secretary
</TABLE>
Our executive officers are appointed by the Board of Directors and serve
until their successors are duly elected and qualified. Joseph H. Fowler is
Alpha A. Fowler, Jr.'s son. There are no other family relationships among any
of the executive officers or directors.
Biographies of Directors and Executive Officers
Alpha A. Fowler, Jr. has served as our Chairman of the Board of Directors
and Chief Executive Officer since 1994. Mr. Fowler co-founded Douglas Federal
in 1960 and has been a director and officer since then. Mr. Fowler also served
on the Georgia Public Service Commission from 1965 to 1970 and represented
Douglas County in the Georgia House of Representatives from 1946 to 1960.
-4-
<PAGE>
Mac C. Abercrombie, Jr. has served on our Board since 1993. Mr. Abercrombie
currently serves as Vice Chairman of the Board of Commissioners of Douglas
County, on which he has served since 1992. Mr. Abercrombie also served as
Sheriff of Douglas County from 1965 to 1973.
Carlton H. Boyd has served on our Board since 1984. Mr. Boyd was the Vice
President and General Manager of a local automobile dealership for over 45 years
and is now semi-retired.
Danny A. Belyeu has served on our Board since 1979. Mr. Belyeu has owned
and operated an automobile dealership since 1980.
Joseph H. Fowler has served on our Board since 1984. Mr. Fowler has
practiced law with the law firm of Hartley, Rowe & Fowler, P.C. of Douglasville,
Georgia since 1978.
John B. Zellars has served on our Board since 1990. Mr. Zellars also has
served as Vice Chairman of the Federal Home Loan Bank. Mr. Zellars previously
served as the Chairman and Chief Executive Officer of Georgia Federal Savings
Bank and as the Chairman of the United States League of Savings Institutions.
J. David Higgins has served on our Board since 1990. He has served as our
President and Treasurer since 1994. Before joining us, Mr. Higgins served for
four years as a Regional Branch Manager for California Federal Savings & Loan.
John L. King has served as our Executive Vice President since 1999, as
Senior Vice President form 1994 to 1999, as our Controller since 1985, and on
our Board since 1993. Before joining us, Mr. King worked for Georgia Federal
Bank as the financial reporting and tax manager, for First Atlanta Corporation
as an accounting officer and for the Internal Revenue Service as an examination
agent.
Michael Coggin has served as our Executive Vice President and Chief
Operating Officer since 1999. Before joining us, Mr. Coggin served as Vice
President of Marketing Services for Russell Corporation since 1994.
Patricia Owen has served the Bank as Secretary to the Board and in
addition, Ms. Owen has served the Bank as a Loan Officer, loan closer, and
presently serves as Compliance CRA Officer, Quality Control Manager and
Corporate Secretary to the Boards of both the Bank and First Deposit, and the
Executive Committee of our Service Corporation.
CERTAIN BENEFICIAL OWNERS
The following table sets forth ownership of shares of our common stock by
each director, nominee for director, and by our Chief Executive Officer, and by
all executive officers and directors as a group, as of April 21, 2000. To our
knowledge, as of April 21, 2000 there were no beneficial owners of 5% or more of
our common stock.
<TABLE>
<CAPTION>
Number of Percentage of
Shares Beneficially Common Stock
Name Position Owned(1) Outstanding(2)
- ------- ---------------------- ------------------- ---------------
<S> <C> <C> <C>
Danny A. Belyeu Chairman 79,227 5.0%
Alpha A. Fowler, Jr. Vice Chairman 35,000 2.2%
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
Number of Percentage of
Shares Beneficially Common Stock
Name Position Owned(1) Outstanding(2)
- ------- ---------------------- ------------------- ---------------
<S> <C> <C> <C>
J. David Higgins President, Chief Executive 63,925(3) 4.1%
Officer and Treasurer
John L. King Executive Vice President 20,301 1.3%
and Chief Financial Officer
Mac C. Abercrombie, Jr. Director 70,000 4.4%
Carlton H. Boyd Director 20,622 1.3%
Joseph H. Fowler Director 31,331 2.0%
John B. Zellars Director 70,000 4.4%
Directors and Executive
Officers as a Group (8
Persons) 390,406 24.8%
</TABLE>
_______________
(1) Beneficial ownership is determined in accordance with the rules of the SEC.
Except as otherwise indicated, each beneficial owner named in the table has
sole voting and investment power with respect to the shares set forth
opposite such beneficial owner's name.
(2) Includes 17,372 shares owned by Mr. Higgins' spouse.
EXECUTIVE COMPENSATION
The following table provides certain summary information for 1999
concerning compensation paid or accrued by us to or on behalf of our Chief
Executive Officer. No other executive officer earned in excess of $100,000 in
1999.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation (1)
Name and -------------------------------
Principal Restricted Stock All Other
Position Year Salary ($) Bonus ($) Awards ($) Compensation
- --------------- ----- ---------- --------- ------------------ --------------
<S> <C> <C> <C> <C> <C>
J. David Higgins, 1999 85,230 4,300 -- $13,904(2)
President and
Chief Executive
Officer
</TABLE>
_______________
(1) In accordance with the rules of the SEC, the compensation set forth in the
table does not include medical, group life insurance or other benefits,
securities or property that do not exceed the lesser of $50,000 or 10% of
the person's salary and bonus shown in the table.
(2) Consists of 1,264 shares of our common stock allocated to Mr. Higgins under
our Employee Stock Ownership Plan.
-6-
<PAGE>
CERTAIN TRANSACTIONS
Loans to Directors and Officers
At December 31, 1999, we had approximately $244,811 in loans to our
directors and executive officers. All loans to executive officers and directors
were performing in accordance with their original terms at December 31, 1999.
We do not extend credit or grant a line of credit to our directors,
executive officers, or to any related interest of those individuals, in an
amount that when aggregated with all other extensions of credit to these
individuals and their related interests, exceeds the regulatory percentage of
our total equity capital and reserves. We do not prohibit any extension of
credit made under to a benefit or compensation program that is widely available
to our employees and that does not give preference to any insider over our other
employees.
Employment Agreements
Effective June 25, 1999, First Deposit and Douglas Federal entered into
employment agreements with Messrs. A. Fowler, Higgins, Coggin, King and Ms.
Owen. The employment agreements are intended to ensure that we will be able to
maintain a stable and competent management base. Our continued success depends
to a significant degree on the skills and competence of Messrs. A. Fowler,
Higgins, Coggin, King and Ms. Owen. We do not currently hold "key man" life
insurance on any executive officer.
The employment agreement with Alpha A. Fowler, Jr. provides that he shall
continue to serve as Chairman and Chief Executive Officer of Douglas Federal and
shall serve as Vice Chairman of First Deposit. Under this Agreement, Mr. Fowler
will receive:
. an annual salary of $62,700, which is subject to discretionary annual
increases by our Board of Directors;
. Benefits under other programs that are maintained for employees of Douglas
Federal or First Deposit generally;
. Reimbursements for reasonable business expenses; and
. The medical, dental and other healthcare benefits as are extended to other
management personnel.
The agreement has an initial term of three years and a maximum term of four
years measured from the date of the agreement. The agreement is automatically
renewed on a daily basis so that, subject to the four-year maximum term, the
term is always three years. If we decide to end the automatic renewals, the
term will become fixed as the shorter of the four-year maximum term or three
years measured from 30 days after the date we give notice that we are ending the
automatic renewals. If the agreement is terminated by us for cause, as defined
in the agreement, or by Mr. Fowler without good reason, as defined in the
agreement, Mr. Fowler will receive only such salary amounts as are due and
-7-
<PAGE>
owed to him through the effective date of the termination. If he is terminated
without cause or upon permanent disability, or if he terminates his employment
with good reason, 60 days' prior written notice of intent to terminate is
required and Mr. Fowler will receive a termination payment equal to his average
monthly compensation for the remaining term of the agreement. Average monthly
compensation means the quotient determined by dividing (a) the greater of (1)
Mr. Fowler's then current base salary, or (2) the highest average of his base
salary for the most recent three consecutive 12-month periods during which he
was employed by us immediately before the effective date of the termination by
(b) twelve (12). In addition, Mr. Fowler has agreed not to engage in the
community banking business or become involved in a bank holding company within a
20-mile radius of any of our existing offices or facilities for a period equal
to the greater of 12 months or the remainder of the term of the Agreement
following his termination for any reason, and not to solicit our customers or
employees within the same geographic area for the same period of time.
Effective June 25, 1999 we also entered into employment agreements with
Messrs. Higgins, Coggin and King and Ms. Owen that contain essentially identical
terms and conditions, except that the base salaries set forth in such agreements
are currently 92,700 for Mr. Higgins, $73,500 for Mr. Coggin, $80,250 for Mr.
King and $49,700 for Ms. Owen. In addition, the agreements for Mr. Coggin, Mr.
King and Ms. Owen do not have a provision for a four-year maximum term.
PROPOSAL TO APPROVE 2000 STOCK INCENTIVE PLAN
Purpose and Operation of 2000 Stock Incentive Plan.
In April 2000, the Board of Directors adopted our 2000 Stock Incentive Plan
(the "Stock Incentive Plan"), subject to the approval by the shareholders of the
plan, a copy of which is attached hereto as Exhibit A. The discussion that
follows is qualified in its entirety by reference to the Stock Incentive Plan.
The purpose of the Stock Incentive Plan is to encourage and enable our
directors and certain of our employees and those of our related corporations to
acquire or increase their holdings of Common Stock and other proprietary
interests in First Deposit in order to promote a closer identification of their
interests with those of First Deposit and its shareholders, thereby further
stimulating their efforts to enhance our efficiency, soundness, profitability,
growth and shareholder value. At this time, the approximate number of persons
who may be eligible to participate under the Stock Incentive Plan includes 48
employees and eight directors, although these numbers will vary from time to
time.
The Stock Incentive Plan provides for the grant of the following types of
awards:
. Incentive stock options ("ISOs");
. Nonqualified stock options ("NQSOs"); and
. Restricted stock awards ("restricted stock awards") and restricted units
("restricted units") (collectively, "restricted awards").
The material terms of the awards are described below under the heading
"Awards."
We have authorized and reserved for issuance an aggregate of 192,717 shares
of our common stock under the Stock Incentive Plan. Of such shares, 137,655
shares may be issued in connection with stock option grants and 55,062 shares
may be issued in connection with restricted awards. The Stock Incentive Plan
provides that the number of shares underlying the plan will be adjusted in the
event of a change in the shares of common stock as a result of a merger,
consolidation, reorganization, a stock dividend or stock split or other similar
change in the capital structure and that the terms of awards may be
-8-
<PAGE>
adjusted in such event. The shares of common stock deliverable under the Stock
Incentive Plan may be authorized but unissued shares, treasury shares or shares
purchased on the open market or by private purchase. If any of the awards
granted under the Stock Incentive Plan expire, terminate or are forfeited for
any reason before they have been exercised, vested or issued in full, the unused
shares subject to those expired, terminated or forfeited awards will again be
available for grant under the Stock Incentive Plan. The effective date of the
Stock Incentive Plan is July 9, 2000 and the Stock Incentive Plan will continue
in effect until July 8, 2010, unless sooner terminated under the provisions of
the Stock Incentive Plan.
The Stock Incentive Plan is administered by our Board of Directors or, upon
its delegation, by the Compensation Committee of the Board of Directors (the
"Committee"). The Committee also has authority to establish the other terms and
conditions of awards, subject to the terms of the Stock Incentive Plan.
The Stock Incentive Plan and any award may be amended or terminated at any
time by the Board, although shareholder approval is required for a plan
amendment if required by applicable law, rule or regulation, and the consent of
a recipient is required if his or her rights with respect to an outstanding
award would be adversely affected by the amendment or termination of the award.
As of April 20, 2000, the closing sales price of our common stock as
reported on the Nasdaq Stock Market Bulletin Board was $11.00.
Awards
As noted above, the Stock Incentive Plan authorizes the granting of ISOs,
NQSOs, restricted stock awards and restricted units. A summary of the material
terms of each type of award is provided below.
Options. The Stock Incentive Plan authorizes the grant of both ISOs and
NQSOs, both of which are exercisable for shares of common stock. The option
price at which an option may be exercised will be determined by the Committee at
the time of grant. In the case of ISOs, which may only be granted to our
employees, the option price must be at least equal to 100% of the fair market
value per share of the common stock on the date of grant. The term of an option
and the periods and conditions for exercise will be determined by the Committee
at the time of option grant. ISOs may not have an option term in excess of 10
years. Unless an individual agreement provides otherwise, payment of the option
price may be made by cash or check and, if permitted by the Committee, by
delivery or withholding of shares of common stock, "cashless exercise" or a
combination of these methods. Options are subject to certain restrictions on
exercise if the participant terminates employment or service. The Committee
also has authority to establish other terms and conditions related to options.
Restricted Awards. Subject to the limitations of the Stock Incentive Plan,
the Committee may in its sole discretion grant restricted awards to such
eligible individuals in such numbers, upon such terms and at such times as the
Committee shall determine. A restricted award may consist of a restricted stock
award or a restricted unit, or both. Restricted awards may be payable in cash
or whole shares of common stock (including restricted stock), or partly in cash
and partly in whole shares of common stock, in accordance with the terms of the
Stock Incentive Plan and the discretion of the Committee.
The Committee has authority to determine the nature, length and starting
date of the period, if any, during which the restricted award may be earned (the
"restriction period") for each restricted award, and will determine the
conditions, if any, that must be met in order for a restricted award to be
granted or to vest or be earned in whole or in part. These conditions may
include (but are not limited to) attainment of performance objectives,
completion of the restriction period (or a combination of attainment of
performance objectives and completion of the restriction period), retirement,
displacement, disability,
-9-
<PAGE>
death, or any combination of these conditions. In the case of restricted awards
based upon performance criteria, or a combination of performance criteria and
continued service, the Committee will determine the performance objectives to be
used in valuing restricted awards and determine the extent to which such awards
have been earned. Performance objectives may vary from participant to
participant and between groups of participants and will be based upon those
company, business unit and/or individual performance factors and criteria as the
Committee in its sole discretion may deem appropriate. The Committee also may
grant restricted awards that vest immediately upon grant and that are not
subject to forfeiture conditions.
The Committee has authority to determine whether and to what degree
restricted awards have been earned and are payable, as well as to determine the
forms and terms of restricted awards. If a participant's employment or service
is terminated before the participant has earned all or part of a restricted
award, the unearned portion of the award will be forfeited (unless the Committee
elects to accelerate vesting of the award or his individual agreement provides
otherwise).
Change of Control
The Stock Incentive Plan provides that upon a "change of control" of First
Deposit (as defined in the Stock Incentive Plan): (1) all options outstanding as
of the date of the change of control will become fully exercisable, whether or
not then otherwise exercisable; and (2) any restrictions applicable to any
restricted awards will be deemed to have expired, and restricted awards will
become fully vested and payable to the fullest extent of the original award.
However, the Stock Incentive Plan authorizes the Committee, in the event of a
merger, share exchange, reorganization or other business combination affecting
the Company or a related corporation, to determine that any or all awards shall
not vest or become exercisable on an accelerated basis, if First Deposit or the
board of directors of the surviving or acquiring corporation takes such action
(including but not limited to the assumption of Stock Incentive Plan awards or
the grant of substitute awards) which, in the opinion of the Committee is
equitable or appropriate to protect the rights and interest of participants
under the Stock Incentive Plan.
New Stock Incentive Plan Benefits
The amount of compensation that will be paid pursuant to the grant of
awards under the Stock Incentive Plan in the current year to the following
persons is not yet determinable due to vesting, performance and other
requirements. However, the following table sets forth the awards proposed to be
granted to the Named Executive Officer and certain other groups in the current
fiscal year if the Stock Incentive Plan is approved by the shareholders:
2000 Stock Incentive Plan
Plan Benefits
<TABLE>
<CAPTION>
Name and Position Dollar Value ($) Number of Shares
-------------------- ---------------- ----------------
<S> <C> <C>
J. David Higgins, President and Chief Executive $45,100 4,100
Officer
Executive Group $33,000 3,000
Non-Executive Group Director $29,700 2,700
Non-Executive Officer Employee Group $30,800 2,800
</TABLE>
-10-
<PAGE>
The dollar value is based on a per share price of $11.00 (the closing sales
price of our common stock as reported on the Nasdaq Stock Market Bulletin Board
on April 20, 2000).
Certain Federal Income Tax Consequences.
The following summary generally describes the principal federal (and not
state and local) income tax consequences of awards granted under the Stock
Incentive Plan as of this time. The summary is general in nature and is not
intended to cover all tax consequences that may apply to a particular employee
or to us. The provisions of the Code and related regulations are complicated
and their impact in any one case may depend upon the particular circumstances.
Incentive Stock Options. ISOs granted under the Stock Incentive Plan are
intended to qualify as incentive stock options under Section 422 of the Code.
Pursuant to Section 422, the grant and exercise of an ISO will generally not
result in taxable income to the optionee (with the possible exception of
alternative minimum tax liability) if the optionee does not dispose of shares
received upon exercise of such option less than one year after the date of
exercise and two years after the date of grant, and if the optionee has
continuously been an employee from the date of grant to three months before the
date of exercise (or 12 months in the event of death or disability). We
generally will not be entitled to a deduction for income tax purposes in
connection with the exercise of an ISO. Upon the disposition of shares acquired
upon exercise of an ISO, the optionee will be taxed on the amount by which the
amount realized upon such disposition exceeds the option price, and such amount
will be treated as long-term capital gain or loss. If the holding period
requirements for ISO treatment described above are not met, the option will be
treated as an NQSO.
Pursuant to the Code and the terms of the Stock Incentive Plan, in no event
can there first become exercisable by an optionee in any one calendar year ISOs
granted by us with respect to shares having an aggregate fair market value
(determined at the time an option is granted) greater than $100,000. To the
extent an ISO granted under the Stock Incentive Plan exceeds the foregoing
limitation, it will be treated as an NQSO. In addition, no ISO may be granted
to an individual who owns, immediately before the time that the option is
granted, stock possessing more than 10% of the total combined voting power of
all classes of our stock, unless the option price is at least 110% of the fair
market value and the option term does not exceed five years.
Nonqualified Stock Options. If an optionee receives an NQSO, the
difference between the fair market value of the stock on the date of exercise
and the option price will constitute taxable ordinary income to the optionee on
the date of exercise. We will be entitled to a deduction in the same year in an
amount equal to the income taxable to the optionee. The optionee's basis in
shares of common stock acquired upon exercise of an option will equal the option
price plus the amount of income taxable at the time of exercise. Any subsequent
disposition of the stock by the optionee will be taxed as a capital gain or loss
to the optionee, and will be long-term capital gain or loss if the optionee has
held the stock for more than one year at the time of sale.
Restricted Stock Subject to Restricted Awards. The award of restricted
stock generally will not result in taxable income to the participant or a tax
deduction to First Deposit for federal income tax purposes. Upon expiration of
the restricted period applicable to the restricted stock awarded, the fair
market value of such shares at such date and any cash amount awarded, less cash
or other consideration paid (if any), will be included in the recipient's
ordinary income as compensation, except that, in the case of restricted stock
issued at the beginning of the restriction period, the recipient may elect to
include in his ordinary income as compensation at the time the restricted stock
is awarded, the fair market value of such shares at such time, less any amount
paid therefor. We will be entitled to a corresponding income tax
-11-
<PAGE>
deduction to the extent that the amount represents reasonable compensation and
an ordinary and necessary business expense, subject to any required income tax
withholding.
Restricted Units and Restricted Awards Other Than Restricted Stock. The
federal income tax consequences of the award of restricted units and other
restricted awards other than restricted stock will depend on the conditions of
the award. Generally, the transfer of cash or property will result in ordinary
income to the recipient and a tax deduction to First Deposit. If there is a
substantial risk that the property transferred will be forfeited (for example,
because receipt of the property is conditioned upon the performance of
substantial future services), the taxable event is deferred until the risk of
forfeiture lapses. However, the recipient may generally elect to accelerate the
taxable event to the date of transfer, even if the property is subject to a
substantial risk of forfeiture. If this election is made, subsequent
appreciation is not taxed until the property is sold or exchanged (and the lapse
of the forfeiture restriction does not create a taxable event). Generally, any
deduction by us occurs only when ordinary income in respect of an award is
recognized by the participant (and then the deduction is subject to reasonable
compensation and withholding requirements). Because restricted stock awards
will be subject to such conditions as may be determined by the Committee, the
federal income tax consequences to the recipient and to the Company will depend
on the specific conditions of the award.
The Board of Directors recommends that the shareholders vote FOR the Stock
Incentive Plan.
PROPOSAL TO RATIFY SELECTION OF MAULDIN & JENKINS, LLC
The selection of our independent public accountants for 2000 is not
required to be submitted to the vote of the shareholders, but the Board believes
the shareholders should have the opportunity to ratify the Board's selection of
Mauldin & Jenkins, LLC. Mauldin & Jenkins, LLC has served as our independent
auditors for the three years ended December 31, 1999. A representative of
Mauldin & Jenkins, LLC is expected to be present at our Meeting and to have the
opportunity to make a statement if he or she so desires and to be available to
respond to appropriate questions.
The Board of Directors recommends that the shareholders vote FOR
ratification of the appointment of Mauldin & Jenkins, LLC.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and persons who own more than 10% of our
outstanding common stock to file with the SEC reports of changes in ownership of
our common stock held by such persons. Officers, directors and greater than 10%
shareholders are also required to furnish us with copies of all forms they file
under this section. To our knowledge, based solely on a review of the copies of
such reports furnished to us and representations that no other reports were
required, during 1999, all Section 16(a) filing requirements applicable to our
officers, directors and greater than 10% shareholders were met.
Although it is not our obligation to make filings pursuant to Section 16 of
the Exchange Act, we have adopted a policy requiring all Section 16 reporting
persons to report monthly to our Corporate Secretary regarding whether any
transactions in our common stock occurred during the previous month.
-12-
<PAGE>
GENERAL INFORMATION
Shareholder Proposals for 2001 Annual Meeting
In order to be considered for inclusion in the Proxy Statement and proxy to
be used in connection with our 2001 Annual Meeting of Shareholders, shareholder
proposals must be received by our Secretary no later than January 8, 2001.
Our bylaws contain procedures that shareholders must follow in order to
present business at an annual meeting of shareholders. A shareholder may obtain
a copy of these procedures from our Secretary. In addition to other applicable
requirements, for business to be properly brought before the 2000 Annual
Meeting, a shareholder must have given timely notice of the matter to be
presented at the meeting in a proper written form to our Secretary. To be
timely, the Secretary must receive the notice at our principal offices not less
than 60 nor more than 90 days prior to the anniversary date of the Meeting. In
the case where an annual meeting is called for a date that is not within 30 days
before or after the anniversary date of the immediately preceding annual meeting
of shareholders, or in the case of a special meeting of shareholders, not later
than the close of business on the tenth day following the day on which the
notice of the meeting was mailed or public disclosure of the date of the meeting
was made, whichever first occurs. A proxy may confer discretionary authority to
vote on matters if we do not receive timely notice of such matters intended to
be brought before the meeting in accordance with the procedures described above.
Financial Information
Detailed financial information regarding us is included in our 1999 Annual
Report that is being mailed to our shareholders together with this Proxy
Statement.
Form 10-K
Our Annual Report on Form 10-K for the fiscal year ended December 31,1999,
which was filed with the SEC, is available to shareholders who make written
request to us at 8458 Campbellton Street, Douglasville, Georgia 30134-1803,
Attention: Patricia Owen, Secretary. Copies of exhibits and basic documents
filed with that report or referenced therein will be furnished to shareholders
of record upon request. All documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the date of the Meeting will be deemed to be incorporated by reference.
Solicitations of Proxies
The cost of soliciting proxies will be paid by us. This solicitation is
being made by mail, but may also be made by telephone, the Internet or in
person by our officers and employees. We will reimburse brokerage firms,
nominees, custodians, and fiduciaries for their out-of-pocket expenses for
forwarding proxy materials to beneficial owners.
The above Notice of Annual Meeting and Proxy Statement are sent by order of
our Board of Directors.
/s/ Danny A. Belyeu
--------------------------------------
Danny A. Belyeu, Chairman of the Board
Douglasville, Georgia
May 5, 2000
-13-
<PAGE>
EXHIBIT "A"
2000 STOCK INCENTIVE PLAN
OF
FIRST DEPOSIT BANCSHARES, INC.
<PAGE>
2000 STOCK INCENTIVE PLAN
OF
FIRST DEPOSIT BANCSHARES, INC.
1. Purpose
The purpose of the 2000 Stock Incentive Plan of FIRST DEPOSIT BANCSHARES,
INC. (the "Plan") is to encourage and enable selected employees and directors of
FIRST DEPOSIT BANCSHARES, INC. (the "Corporation") and its related corporations
to acquire or to increase their holdings of common stock of the Corporation (the
"Common Stock") and other proprietary interests in the Corporation in order to
promote a closer identification of their interests with those of the Corporation
and its shareholders, thereby further stimulating their efforts to enhance the
efficiency, soundness, profitability, growth and shareholder value of the
Corporation. This purpose will be carried out through the granting of benefits
(collectively referred to herein as "Awards") to selected employees and
directors, including the granting of incentive stock options ("Incentive
Options") intended to qualify under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), nonqualified stock options ("Nonqualified
Options"), restricted stock awards ("Restricted Stock Awards"), and restricted
units ("Restricted Units") to such participants. Incentive Options and
Nonqualified Options shall be referred to herein collectively as "Options."
Restricted Stock Awards and Restricted Units shall be referred to herein
collectively as "Restricted Awards."
2. Administration of the Plan
(a) The Plan shall be administered by the Compensation Committee of the
Board of Directors (the "Committee"); provided, however, that the Board of
Directors of the Corporation may, in its sole discretion, assume administration
of the Plan in whole or in part. (For the purposes herein, references to the
"Committee" shall also include the Board of Directors if it is acting in its
administrative capacity.) Unless the Board shall determine otherwise, the
Committee shall include no fewer than the minimum number of "non-employee
directors," as such term is defined in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or as may
otherwise be permitted under Rule 16b-3.
(b) Any action of the Committee with respect to the Plan may be taken by a
written instrument signed by all of the members of the Committee and any such
action so taken by written consent shall be as fully effective as if it had been
taken by a majority of the members at a meeting duly held and called. Subject to
the provisions of the Plan, the Committee shall have full and final authority in
its discretion to take any action with respect to the Plan including, without
limitation, the authority (i) to determine all matters relating to Awards,
including selection of individuals to be granted Awards, the types of Awards,
the number of shares of the Common Stock, if any, subject to an Award, and all
terms, conditions, restrictions and limitations of an Award; (ii) to prescribe
the form or forms of the agreements evidencing any Awards granted under the
Plan; (iii) to establish, amend and rescind rules and regulations for the
administration of the Plan; and (iv) to construe and interpret the Plan and
agreements evidencing Awards granted under the Plan, to establish and interpret
rules and regulations for administering the Plan and to make all other
determinations deemed necessary or advisable for administering the Plan. Subject
to the Thrift Supervision Vesting Limitations which are applicable if this Plan
is adopted by the shareholders during the one (1) year following the date of
Conversion, the Committee shall also have authority, in its sole discretion, to
accelerate the date that any Award which was not otherwise exercisable or vested
shall become exercisable or vested in whole or in part without any obligation to
accelerate such date with respect
<PAGE>
to any other Award granted to any recipient. In addition, the Committee shall
have the authority and discretion to establish terms and conditions of Awards as
the Committee determines to be necessary or appropriate to conform to the
applicable requirements or practices of jurisdictions outside of the United
States. No member of the Board or Committee, as applicable, shall be liable
while acting in an administrative capacity with respect to the Plan for any
action or determination made in good faith with respect to the Plan or any Award
or agreement.
(c) Notwithstanding Section 2(b), the Committee may delegate to the chief
executive officer or president of the Corporation the authority to grant Awards,
and to make any or all of the determinations reserved for the Committee in the
Plan and summarized in Section 2(b) herein with respect to such Awards, to any
individual who, at the time of said grant or other determination, (i) is not
deemed to be an officer or director of the Corporation within the meaning of
Section 16 of the Exchange Act; and (ii) is otherwise eligible under Section 5.
To the extent that the Committee has delegated authority to grant Awards
pursuant to this Section 2(c) to the chief executive officer or president,
references to the Committee shall include references to such person, subject,
however, to the requirements of the Plan, Rule 16b-3 and other applicable law.
3. Effective Date
The effective date of the Plan shall be July 9, 2000 (the "Effective
Date"). Awards may be granted under the Plan on and after the effective date,
but no Awards will be granted after July 8, 2010.
4. Shares of Stock Subject to the Plan; Award Limitations
(a) Subject to adjustment as provided herein, an aggregate of 192,717
shares of Common Stock may be issued pursuant to the Plan. With respect to
Awards of Options under Section 6 hereof, the number of shares of Common Stock
that may be issued pursuant to such Awards shall be 137,655 shares. With respect
to Restricted Awards under Section 7 hereof, the number of shares of Common
Stock that may be purchased or issued pursuant to such Awards shall be 55,062
shares. The shares deliverable under the Plan may be authorized but unissued
shares, treasury shares or shares purchased on the open market or by private
purchase. The limits on shares of Common Stock subject to the Plan are subject
to adjustments and increases as provided in Section 4(c).
(b) The Corporation hereby reserves sufficient authorized shares of Common
Stock to meet the grant of Awards hereunder. Any shares subject to an Award
which is subsequently forfeited, expires or is terminated may again be the
subject of an Award granted under the Plan. To the extent that any shares of
Common Stock subject to an Award are not delivered to a Participant (or his
beneficiary) because the Award is forfeited, canceled, settled in cash or used
to satisfy applicable tax withholding obligations, such shares shall not be
deemed to have been issued for purposes of determining the maximum number of
shares of Common Stock available for issuance under the Plan. If the purchase
price of an Award granted under the Plan is satisfied by tendering shares of
Common Stock, only the number of shares issued net of the shares of Common Stock
tendered shall be deemed issued for purposes of determining the maximum number
of shares of Common Stock available for issuance under the Plan.
(c) If there is any change in the shares of Common Stock because of a
merger, consolidation or reorganization involving the Corporation or a related
corporation, or if the Board of Directors of the Corporation declares a stock
dividend, stock split distributable in shares of Common
2
<PAGE>
Stock or reverse stock split, or if there is a similar change in the capital
stock structure of the Corporation or a related corporation affecting the Common
Stock, the number of shares of Common Stock reserved for issuance under the Plan
shall be correspondingly adjusted, and the Committee shall make such adjustments
to Awards or to any provisions of this Plan as the Committee deems equitable to
prevent dilution or enlargement of Awards.
5. Eligibility
An Award may be granted only to an individual who satisfies the following
eligibility requirements on the date the Award is granted:
(a) The individual is either (i) an employee of the Corporation or a
related corporation, or (ii) a director of the Corporation or a related
corporation. For this purpose, an individual shall be considered to be an
"employee" only if there exists between the individual and the Corporation or a
related corporation the legal and bona fide relationship of employer and
employee.
(b) With respect to the grant of Incentive Options, the individual does
not own, immediately before the time that the Incentive Option is granted, stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Corporation. Notwithstanding the foregoing, an
individual who owns more than ten percent (10%) of the total combined voting
power of the Corporation may be granted an Incentive Option if the option price
(as determined pursuant to Section 6(b) herein, is at least 110% of the Fair
Market Value of the Common Stock (as defined in Section 6(b) herein), and the
option period (as defined in Section 6(c) herein) does not exceed five (5)
years. For this purpose, an individual will be deemed to own stock which is
attributable to him under Section 424(d) of the Internal Revenue Code of 1986,
as amended (the "Code").
(c) The individual, being otherwise eligible under this Section 5, is
selected by the Committee as an individual to whom an Award shall be granted (a
"Participant").
6. Options
(a) Grant of Options: Subject to the limitations of the Plan, the
Committee may in its sole and absolute discretion grant Options to such eligible
individuals in such numbers, upon such terms and at such times as the Committee
shall determine. In the event that this Plan is adopted by the shareholders of
the Corporation during the one (1) year period following the date of Conversion,
the Committee's discretion to grant Options shall also be subject to the Thrift
Supervision Award Limitations. Both Incentive Options and Nonqualified Options
may be granted under the Plan. To the extent necessary to comply with Section
422 of the Code and related regulations, if an Option is designated as an
Incentive Option but does not qualify as such under Section 422 of the Code, the
Option (or portion thereof) shall be treated as a Nonqualified Option.
(b) Option Price; Date of Grant; Fair Market Value: The price per share at
which an Option may be exercised (the "option price") shall be established by
the Committee at the time the Option is granted and shall be set forth in the
terms of the agreement evidencing the grant of the Option; provided, that (i) in
the case of an Incentive Option, the option price shall be no less than the Fair
Market Value per share of the Common Stock on the date the Option is granted and
(ii) in no event shall the option price per share of any Option be less than the
par value per share of the Common Stock. In addition, the following rules shall
apply:
3
<PAGE>
(i) An Incentive Option shall be considered to be granted on the date
that the Committee acts to grant the Option, or on any later date specified
by the Committee as the effective date of the Option. A Nonqualified
Option shall be considered to be granted on the date the Committee acts to
grant the Option or any other date specified by the Committee as the date
of grant of the Option.
(ii) For the purposes of the Plan, the Fair Market Value of the shares
shall be determined in good faith by the Committee and, except as may
otherwise be determined by the Committee, the "Fair Market Value" of the
Common Stock as of any valuation date shall mean, (A) for so long as shares
of the Common Stock are listed on a national securities exchange or
reported on the Nasdaq Stock Market as a national market security, the
closing sales price of a share of Common Stock on the trading date
immediately preceding such valuation date; or (B) if no sales prices are
quoted for such date, or if the Common Stock is not listed on a national
securities exchange or reported on the Nasdaq Stock Market as a national
market security, "Fair Market Value" shall mean the average of the bid and
asked prices for a share of Common Stock in the over-the-counter market or
Nasdaq Stock Market Bulletin Board as reported by the Nasdaq Stock Market
as of the trading date immediately preceding the valuation date or the
trading date nearest preceding such date for which such price information
is available. If the shares of Common Stock are not listed or reported in
any of the foregoing, then the "Fair Market Value" shall determined by the
Committee in accordance with the applicable provisions of Section 20.2031-2
of the Federal Estate Tax Regulations, or in any other manner consistent
with the Code and accompanying regulations.
(iii) In no event shall there first become exercisable by an employee
in any one calendar year Incentive Options granted by the Corporation or
any related corporation with respect to shares having an aggregate Fair
Market Value (determined at the time an Incentive Option is granted)
greater than $100,000.
(iv) In the event that this Plan is adopted by the Shareholders of the
Corporation during the one (1) year period following the date of
Conversion, in no event shall the option price per share of any Option set
by the Committee be less than the amount as determined pursuant to Section
6(b)(ii)(A), regardless of whether it is an Incentive Option or a
Nonqualified Option.
(c) Option Period and Limitations on the Right to Exercise Options
(i) The term of an Option (the "option period") shall be determined
by the Committee at the time the Option is granted. With respect to
Incentive Options, such period shall not extend more than ten (10) years
from the date on which the Option is granted. Any Option or portion thereof
not exercised before expiration of the option period shall terminate. The
periods during which and the terms and conditions pursuant to which an
Option may be exercised shall be determined by the Committee at the time
the Option is granted. In the event that the Plan is adopted by the
shareholders of the Corporation during the one (1) year period following
the date of Conversion, the Committee must include the Thrift Supervision
Vesting Limitations in all Option agreements.
(ii) An Option may be exercised by giving written notice to the
Corporation at such place as the Committee or its designee shall direct.
Such notice shall specify the number of shares to be purchased pursuant to
an Option and the aggregate purchase price to be paid
4
<PAGE>
therefor, and shall be accompanied by the payment of such purchase price.
Unless an individual option agreement provides otherwise, such payment
shall be in the form of cash or check and, where expressly permitted by the
Committee, payment may also be made by (A) delivery (by either actual
delivery or attestation) of shares of Common Stock owned by the Participant
at the time of exercise for a period of at least six months and otherwise
acceptable to the Committee; (B) shares of Common Stock withheld upon
exercise; (C) delivery of written notice of exercise to the Corporation and
delivery to a broker of written notice of exercise and irrevocable
instructions to promptly deliver to the Corporation the amount of sale or
loan proceeds to pay the option price; or (D) a combination of the
foregoing methods. Shares tendered or withheld in payment on the exercise
of an Option shall be valued at their Fair Market Value on the date of
exercise, as determined by the Committee by applying the provisions of
Section 6(b)(ii).
(iii) Unless an individual agreement provides otherwise, no Option
granted to a Participant who was an employee at the time of grant shall be
exercised unless the Participant is, at the time of exercise, an employee
as described in Section 5(a), and has been an employee continuously since
the date the Option was granted, subject to the following:
(A) An Option shall not be affected by any change in the terms,
conditions or status of the Participant's employment, provided that
the Participant continues to be an employee of the Corporation or a
related corporation.
(B) The employment relationship of a Participant shall be treated
as continuing intact for any period that the Participant is on
military or sick leave or other bona fide leave of absence, provided
that the period of such leave does not exceed 90 days, or, if longer,
as long as the Participant's right to reemployment is guaranteed
either by statute or by contract. The employment relationship of a
Participant shall also be treated as continuing intact while the
Participant is not in active service because of disability. The
Committee shall determine whether a Participant is disabled within the
meaning of this paragraph and, if applicable, the date of a
Participant's termination of employment or service for any reason
("termination date").
(C) Unless an individual option agreement provides otherwise, if
the employment of a Participant is terminated because of disability
within the meaning of subparagraph (B), or if the Participant dies
while he is an employee or dies after the termination of his
employment because of disability, the Option may be exercised only to
the extent exercisable on the Participant's termination date, except
that the Committee may in its discretion accelerate the date for
exercising all or any part of the Option which was not otherwise
exercisable on the termination date. The Option must be exercised, if
at all, prior to the first to occur of the following, whichever shall
be applicable: (X) the close of the period of 12 months next
succeeding the termination date; or (Y) the close of the option
period. In the event of the Participant's death, such Option shall be
exercisable by such person or persons as shall have acquired the right
to exercise the Option by will or by the laws of intestate succession.
5
<PAGE>
(D) Unless an individual option agreement provides otherwise, if
the employment of the Participant is terminated for any reason other
than disability, death or for "cause," his Option may be exercised to
the extent exercisable on his termination date except that the
Committee may in its discretion accelerate the date for exercising all
or any part of the Option which was not otherwise exercisable on the
termination date. The Option must be exercised, if at all, prior to
the first to occur of the following, whichever shall be applicable:
(X) the close of the period of three (3) months next succeeding the
termination date; or (Y) the close of the option period. If the
Participant dies following such termination of employment and prior to
the earlier of the dates specified in (X) or (Y) of this subparagraph
(D), the Participant shall be treated as having died while employed
under subparagraph (C) immediately preceding (treating for this
purpose the Participant's date of termination of employment as the
termination date). In the event of the Participant's death, such
Option shall be exercisable by such person or persons as shall have
acquired the right to exercise the Option by will or by the laws of
intestate succession.
(E) Unless an individual option agreement provides otherwise, if
the employment of the Participant is terminated for "cause," his
Option shall lapse and no longer be exercisable as of the effective
time of his termination of employment, as determined by the Committee.
For purposes of the Plan, the Participant's termination shall be for
"cause" if such termination results from the Participant's (W)
termination for cause under the Participant's employment, consulting
or other agreement with the Corporation or a related corporation, if
any; (X) dishonesty or conviction of a crime; (Y) failure to perform
his duties to the satisfaction of the Corporation; or (Z) engaging in
conduct that could be materially damaging to the Corporation without a
reasonable good faith belief that such conduct was in the best
interest of the Corporation. The determination of "cause" shall be
made by the Committee and its determination shall be final and
conclusive.
(F) Notwithstanding the foregoing, the Committee shall have
authority, in its discretion, to extend the period during which an
Option may be exercised; provided that, in the event that any such
extension shall cause an Incentive Option to be designated as a
Nonqualified Option, no such extension shall be made without the
written consent of the Participant.
(iv) Unless an individual option agreement provides otherwise, an
Option granted to a Participant who was a non-employee director of the
Corporation or a related corporation at the time of grant (and who does not
thereafter become an employee, in which case he shall be subject to the
provisions of Section 6(c)(iii) herein) may be exercised only to the extent
exercisable on the date of the Participant's termination of service to the
Corporation or a related corporation (unless the termination was for
cause), and must be exercised, if at all, prior to the first to occur of
the following, as applicable: (X) the close of the period of three (3)
months next succeeding the termination date; or (Y) the close of the option
period. If the services of such a Participant are terminated for cause (as
defined in Section 6(c)(iii)(E) herein), his Option shall lapse and no
longer be exercisable as of the effective time of his termination of
services, as determined by the Committee. Notwithstanding the foregoing,
the
6
<PAGE>
Committee may in its discretion extend the period during which an Option
may be exercised, accelerate the date for exercising all or part of an
Option, or both.
(v) A Participant or his legal representative, legatees or
distributees shall not be deemed to be the holder of any shares subject to
an Option and shall not have any rights as a shareholder unless and until
certificates for such shares are delivered to him or them under the Plan.
(vi) Nothing in the Plan shall confer upon the Participant any right
to continue in the service of the Corporation or a related corporation as
an employee or director or to interfere in any way with the right of the
Corporation or a related corporation to terminate the Participant's
employment or service at any time.
(vii) A certificate or certificates for shares of Common Stock
acquired upon exercise of an Option shall be issued in the name of the
Participant (or his beneficiary) and distributed to the Participant (or his
beneficiary) as soon as practicable following receipt of notice of exercise
and payment of the purchase price.
(d) Nontransferability of Options
(i) Incentive options shall not be transferable other than by will or
the laws of intestate succession. Nonqualified options shall not be
transferable other than by will or the laws of intestate succession, except
as may be permitted by the Committee in a manner consistent with the
registration provisions of the Securities Act of 1933, as amended (the
"Securities Act"). Except as may be permitted by the preceding sentence, an
option shall be exercisable during the Participant's lifetime only by him
or by his guardian or legal representative. The designation of a
beneficiary does not constitute a transfer.
(ii) If a Participant is subject to Section 16 of the Exchange Act,
shares of Common Stock acquired upon exercise of an Option may not, without
the consent of the Committee, be disposed of by the Participant until the
expiration of six months after the date the Option was granted.
7. Restricted Awards
(a) Grant and Earning of Restricted Awards: Subject to the limitations of
the Plan, the Committee may in its sole and absolute discretion grant Restricted
Awards to such individuals in such numbers, upon such terms and at such times as
the Committee shall determine. A Restricted Award may consist of a Restricted
Stock Award or a Restricted Unit, or both. Restricted awards shall be payable in
cash or whole shares of Common Stock (including restricted stock), or partly in
cash and partly in whole shares of Common Stock, in accordance with the terms of
the Plan and the sole and absolute discretion of the Committee. The Committee
shall determine the nature, length and starting date of the period, if any,
during which a Restricted Award may be earned (the "restriction period"), and
shall determine the conditions, if any, which must be met in order for a
Restricted Award to be granted or to vest or be earned (in whole or in part),
which conditions may include, but are not limited to, attainment of performance
objectives, completion of the restriction period (or a combination of attainment
of performance objectives and completion of the restriction period), retirement,
displacement, disability or death, or any combination of such conditions. In
the case of Restricted Awards based upon performance criteria, or a combination
of performance criteria and
7
<PAGE>
continued service, the Committee shall determine the performance objectives to
be used in valuing Restricted Awards and determine the extent to which such
awards have been earned. Performance objectives may vary from Participant to
Participant and between groups of Participants and shall be based upon such
Corporation, business unit and/or individual performance factors and criteria as
the Committee in its sole discretion may deem appropriate. The Committee also
may grant Restricted Awards that vest immediately upon grant and that are not
subject to any forfeiture conditions. The Committee shall have sole authority to
determine whether and to what degree Restricted Awards have been earned and are
payable and to interpret the terms and conditions of Restricted Awards and the
provisions herein. The Committee shall also determine the form and terms of
payment of Awards. The Committee, in its sole and absolute discretion, may
accelerate the date that any Restricted Award granted to the Participant shall
be deemed to be earned in whole or in part, without any obligation to accelerate
such date with respect to other Restricted Awards.
(b) Forfeiture of Restricted Awards: Unless an individual agreement
provides otherwise, if the employment or service of a Participant shall be
terminated for any reason and the Participant has not yet earned all or part of
a Restricted Award pursuant to the terms of the Plan and the individual
agreement, such Award to the extent not then earned shall be forfeited
immediately upon such termination and the Participant shall have no further
rights with respect thereto.
(c) Dividend and Voting Rights; Share Certificates: Unless an individual
agreement provides otherwise, (i) a Participant shall have no dividend rights or
voting rights or other rights as a shareholder with respect to shares subject to
a Restricted Award that has not yet vested; and (ii) a certificate or
certificates for shares representing a Restricted Award payable in shares shall
be issued in the name of the Participant (or his beneficiary) and distributed to
the Participant (or his beneficiary) as soon as practicable after the shares
subject to the award shall be earned.
(d) Nontransferability:
(i) The recipient of a Restricted Award shall not sell, transfer,
assign, pledge or otherwise encumber shares subject to the award until all
conditions to vesting have been met and shares have been issued and
delivered to him.
(ii) Restricted awards shall not be transferable other than by will or
the laws of intestate succession. The designation of a beneficiary does not
constitute a transfer.
(iii) If a Participant of a Restricted Award is subject to Section 16
of the Exchange Act, shares of Common Stock subject to such award may not,
without the consent of the Committee, be sold or otherwise disposed of
within six months following the date of grant of such Award.
8. Withholding
The Corporation shall withhold all required local, state and federal taxes
from any amount payable in cash with respect to an Award. The Corporation shall
require any recipient of an Award payable in shares of the Common Stock to pay
to the Corporation in cash the amount of any tax or other amount required by any
governmental authority to be withheld and paid over by the Corporation to such
authority for the account of such recipient. Notwithstanding the foregoing, the
recipient may satisfy such obligation in whole or in part, and any other local,
state or federal income tax obligations relating to such an Award, by electing
(the "Election") to have the Corporation
8
<PAGE>
withhold shares of Common Stock from the shares to which the recipient is
entitled. The number of shares to be withheld shall have a Fair Market Value as
of the date that the amount of tax to be withheld is determined as nearly equal
as possible to (but not exceeding) the amount of such obligations being
satisfied. Each Election must be made in writing to the Committee in accordance
with election procedures established by the Committee.
9. Section 16(b) Compliance
It is the general intent of the Corporation that transactions under the
Plan which are subject to Section 16 of the Exchange Act shall comply with Rule
16b-3 under the Exchange Act. Notwithstanding anything in the Plan to the
contrary, the Committee, in its sole and absolute discretion, may bifurcate the
Plan so as to restrict, limit or condition the use of any provision of the Plan
to Participants who are officers or directors subject to Section 16 of the
Exchange Act without so restricting, limiting or conditioning the Plan with
respect to other Participants.
10. No Right or Obligation of Continued Employment
Nothing contained in the Plan shall require the Corporation or a related
corporation to continue the employment or service of a Participant, nor shall
any such individual be required to remain in the employment or service of the
Corporation or a related corporation. Except as otherwise provided in the Plan,
(i) all rights of a Participant with respect to an Award shall terminate upon
the termination of the Participant's employment or service, and (ii) Awards
granted under the Plan shall not be affected by any change in the duties or
position of the Participant, as long as such individual remains an employee of,
or in service to, the Corporation or a related corporation.
11. Unfunded Plan; Retirement Plans
(a) Neither a Participant nor any other person shall, by reason of the
Plan, acquire any right in or title to any assets, funds or property of the
Corporation or any related corporation including, without limitation, any
specific funds, assets or other property which the Corporation or any related
corporation, in their discretion, may set aside in anticipation of a liability
under the Plan. A Participant shall have only a contractual right to the Common
Stock or amounts, if any, payable under the Plan, unsecured by any assets of the
Corporation or any related corporation. Nothing contained in the Plan shall
constitute a guarantee that the assets of such corporations shall be sufficient
to pay any benefits to any person.
(b) In no event shall any amounts accrued, distributable or payable under
the Plan be treated as compensation for the purpose of determining the amount of
contributions or benefits to which any person shall be entitled under any
retirement plan sponsored by the Corporation or a related corporation that is
intended to be a qualified plan within the meaning of Section 401(a) of the
Code.
12. Amendment and Termination of the Plan
The Plan, and any Award granted pursuant to the Plan, may be amended or
terminated at any time by the Board of Directors of the Corporation; provided,
that (i) amendment or termination of an Award shall not, without the consent of
the recipient of an Award, adversely affect the rights of the recipient with
respect to an outstanding Award; and (ii) approval of an amendment to the Plan
by the
9
<PAGE>
shareholders of the Corporation shall only be required in the event such
shareholder approval of any such amendment is required by applicable law, rule
or regulation.
13. Restrictions on Shares
The Committee may impose such restrictions on any Awards and shares
underlying Awards as it may deem advisable, including without limitation
restrictions under the federal securities laws, the requirements of any stock
exchange or similar organization and any blue sky or state securities laws
applicable to such securities. Notwithstanding any other Plan provision to the
contrary, the Corporation shall not be obligated to issue, deliver or transfer
shares of Common Stock under the Plan or make any other distribution of benefits
under the Plan, or take any other action, unless such delivery, distribution,
transfer or action is in compliance with all applicable laws, rules and
regulations (including but not limited to the requirements of the Securities Act
of 1933, as amended). The Corporation may cause a restrictive legend to be
placed on any certificate issued pursuant to an Award hereunder in such form as
may be prescribed from time to time by applicable laws and regulations or as may
be advised by legal counsel.
14. Applicable Law
The Plan shall be governed by and construed in accordance with the laws of
the State of Georgia, without regard to the conflict of laws provisions of any
state.
15. Shareholder Approval
The Plan is subject to approval by the shareholders of the Corporation,
which approval must occur, if at all, within 12 months of the effective date of
the Plan. Awards granted prior to such shareholder approval shall be
conditioned upon and shall be effective only upon approval of the Plan by such
shareholders on or before such date.
16. Change of Control
(a) Subject to any other provision of the Plan to the contrary, in the
event of a Change of Control (as defined in Section 16(b) herein):
(i) All Options outstanding as of the date of such Change of Control
shall become fully exercisable, whether or not then otherwise exercisable.
(ii) Any restrictions applicable to any Restricted Award shall be
deemed to have expired, and such Restricted Awards shall become fully
vested and payable to the fullest extent of the original grant of the
applicable Award.
(iii) Notwithstanding the foregoing, in the event of a merger, share
exchange, reorganization or other business combination affecting the
Corporation or a related corporation, the Committee may, in its sole and
absolute discretion, determine that any or all Awards granted pursuant to
the Plan shall not vest or become exercisable on an accelerated basis, if
the Corporation or the board of directors of the surviving or acquiring
corporation, as the case may be, shall have taken such action, including
but not limited to the assumption of Awards granted under the Plan or the
grant of substitute awards (in either case, with substantially similar or
equivalent terms as Awards granted under the Plan), as in the opinion of
the Committee is equitable or appropriate to protect the rights and
interests of Participants
10
<PAGE>
under the Plan. For the purposes herein, the Committee authorized to make
the determinations provided for in this Section 16(b)(iii) shall be
appointed by the Board of Directors, two-thirds of the members of which
shall have been directors of the Corporation prior to the merger, share
exchange, reorganization or other business combinations affecting the
Corporation or a related corporation.
(b) For the purposes herein, a "Change of Control" shall be deemed to have
occurred on the earliest of the following dates:
(i) The date any entity or person shall have become the beneficial
owner of, or shall have obtained voting control over, fifty percent (50%)
or more of the outstanding Common Stock of the Corporation;
(ii) The date the shareholders of the Corporation approve a definitive
agreement (A) to merge or consolidate the Corporation or Douglas Federal
with or into another corporation or other entity (each, a "corporation"),
in which the Corporation is not the continuing or surviving corporation or
pursuant to which any shares of Common Stock of the Corporation or Douglas
Federal would be converted into cash, securities or other property of
another corporation, other than a merger or consolidation of the
Corporation or Douglas Federal in which holders of Common Stock immediately
prior to the merger or consolidation have the same proportionate ownership
of Common Stock of the surviving corporation immediately after the merger
as immediately before, or (B) to sell or otherwise dispose of all or
substantially all the assets of the Corporation or Douglas Federal; or
(iii) The date there shall have been a change in a majority of the
Board of Directors of the Corporation within a 12-month period unless the
nomination for election by the Corporation's shareholders of each new
director was approved by the vote of two-thirds of the directors then still
in office who were in office at the beginning of the 12-month period.
(For purposes herein, the term "person" shall mean any individual,
corporation, partnership, group, association or other person, as such term
is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act,
other than the Corporation, a subsidiary of the Corporation or any employee
benefit plan(s) sponsored or maintained by the Corporation or any
subsidiary thereof, and the term "beneficial owner" shall have the meaning
given the term in Rule 13d-3 under the Exchange Act.)
17. Certain Definitions
For purposes of the Plan, the following terms shall have the meaning
indicated:
(a) "Agreement" means any written agreement or agreements between the
Corporation and the recipient of an Award pursuant to the Plan relating to the
terms, conditions and restrictions of Options, Restricted Awards and any other
Awards conferred herein.
(b) "Conversion" shall mean the conversion of Douglas Federal Bank, a
Federal Savings Bank ("Douglas Federal"), from mutual to stock form.
11
<PAGE>
(c) "Disability" shall mean the inability to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death, or which has lasted or can
be expected to last for a continuous period of not less than twelve months.
(d) "Displacement" shall mean the termination of a Participant's
employment or service due to the elimination of the Participant's job or
position without fault on the part of the Participant.
(e) "Parent" or "parent corporation" shall mean any corporation (other
than the Corporation) in an unbroken chain of corporations ending with the
Corporation if each corporation other than the Corporation owns stock possessing
50% or more of the total combined voting power of all classes of stock in
another corporation in the chain.
(f) "Predecessor" or "predecessor corporation" means a corporation which
was a party to a transaction described in Section 424(a) of the Code (or which
would be so described if a substitution or assumption under that Section had
occurred) with the Corporation, or a corporation which is a parent or subsidiary
of the Corporation, or a predecessor of any such corporation.
(g) "Related corporation" means any parent, subsidiary or predecessor of
the Corporation.
(h) "Restricted Stock" shall mean shares of Common Stock which are subject
to Restricted Awards payable in shares, the vesting of which is subject to
restrictions set forth in the Plan or the agreement relating to such Award.
(i) "Subsidiary" or "subsidiary corporation" means any corporation (other
than the Corporation) in an unbroken chain of corporations beginning with the
Corporation if each corporation other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in another corporation in the chain.
12
<PAGE>
IN WITNESS WHEREOF, this 2000 Stock Incentive Plan of First Deposit
Bancshares, Inc., is, by the authority of the Board of Directors of the
Corporation, executed in behalf of the Corporation, effective this ____ day of
_______________, 2000.
FIRST DEPOSIT BANCSHARES, INC.
By:________________________________
Name:______________________________
Title:_____________________________
ATTEST:
_______________________________
Patricia Owen, Secretary
[Corporate Seal]
13
<PAGE>
Proxy
For 2000 First Deposit Bancshares, Inc. Annual Shareholders' Meeting
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
This proxy is solicited on behalf of the Board of Directors of First Deposit.
the undersigned hereby constitutes and appoints Danny A. Belyeu and J. David
Higgins, and each of them, the true and lawful attorneys and proxies for the
undersigned, with full power of substitution and appointment, for and in the
name, place and stead of the undersigned, to act for and vote all of the
undersigned's of capital stock First Deposit Bancshares, Inc., a Georgia
corporation, at the Annual Meeting of Shareholders to be held at Carroll
Technical Institute, 4600 Timber Ridge Drive, Douglasville, Georgia on Tuesday,
June 13, 2000 at 10:00 a.m., and at any and all adjournments thereof (the
"Meeting"), for the purposes of considering and acting upon the matters proposed
by First Deposit Bancshares, Inc., that are identified below. This proxy, when
properly executed and returned, will be voted in accordance with the
specifications made herein by the undersigned shareholder. If no direction is
made, this proxy, if properly executed and returned, will be voted FOR the
election of the nominees for the director listed below and all the other
Proposals.
1. ELECTION OF CLASS I DIRECTORS
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name below)
FOR all nominees listed to the right Carlton H. Boyd
(except as marked to the contrary) [ ] Joseph H. Fowler
WITHHOLD authority to vote
for all nominees [ ]
2. APPROVAL OF THE 2000 STOCK INCENTIVE PLAN
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. RATIFICATION OF THE APPOINTMENT OF MAULDIN & JENKINS, LLC AS INDEPENDENT
AUDITORS OF FIRST DEPOSIT BANCSHARES, INC. FOR THE YEAR ENDING DECEMBER 31, 2000
FOR [ ] AGAINST [ ] ABSTAIN [ ]
In their discretion, the proxies are authorized to vote on such other business
as may properly come before the meeting or adjournment(s), including
Page 1 of 2
<PAGE>
adjourning the Annual Meeting, if necessary, to permit further solicitation of
proxies. This proxy may be revoked at any time prior to voting hereof.
This proxy, when properly executed, duly returned and not revoked will be voted.
It will be voted in accordance with the directions given by the undersigned
shareholder. If no direction is made, it will be voted in favor of the election
of nominees for director listed above and the other proposals listed on this
proxy.
Dated:_____________________, 2000
______________________
Signature(s)
______________________
NOTE: Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If the
signatory is a corporation, sign the full corporate name by a duly authorized
officer.
Page 2 of 2
