<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. N/A )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box: [ ] Confidential, for Use of
[ ] Preliminary proxy statement the Commission Only
[X] Definitive proxy statement (as permitted by Rule 14a-6(e)(2)
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE PB FINANCIAL SERVICES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than 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)(1)
and 0-11.
(1)Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2)Aggregate number of securities to which transactions 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:
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(5)Total fee paid:
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[ ] 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.:
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(3)Filing Party:
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(4)Date Filed:
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<PAGE> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 2000
To the Shareholders of The PB Financial Services Corporation:
The Annual Meeting of Shareholders of The PB Financial Services Corporation
(the "Company") will be on Tuesday, May 16, 2000 at 4:30 p.m. at The Peachtree
Bank, 9570 Medlock Bridge Road, Duluth, Georgia, for the following purposes:
(1) To reelect the current members of the Board of Directors to serve a
one-year term expiring at the 2001 Annual Meeting of Shareholders and upon
the election and qualification of their successors and
(2) To amend Article 7 of the Company's Articles of Incorporation to provide
for the directors to be divided into three classes with the classes to
serve staggered terms of three years each and
(3) To add a new Article 8 to the Company's Articles of Incorporation which
requires a supermajority (66-2/3%) vote of the directors or the issued and
outstanding shares to change the number of directors and
(4) To add a new Article 13 to the Company's Articles of Incorporation which
requires a supermajority (66-2/3%) vote of the issued and outstanding
shares to approve any merger or share exchange of the Company with or into
another corporation, or any sale, lease or other disposition of all or
substantially all of the assets of the Company unless such transaction has
been approved by the affirmative vote of two-thirds (66-2/3%) of the
directors of the Company, in which case the affirmative vote of a majority
of the issued and outstanding shares will be required and
(5) To add a new Article 14 to the Company's Articles of Incorporation which
provides that the Board of Directors may consider factors in addition to
price when evaluating an offer to acquire the Company and
(6) To amend Article 9 of the Company's Articles of Incorporation to require
that any amendment of Article 9 be approved by the affirmative vote of
two-thirds (66-2/3%) of the issued and outstanding shares unless
two-thirds (66-2/3%) of the directors of the Company have approved the
amendment, in which case the approval of a majority of the outstanding
shares will be required and
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(7) To amend Article 11 of the Company's Articles of Incorporation to require
that any amendment of Article 11 be approved by the affirmative vote of
two-thirds (66-2/3%) of the issued and outstanding shares unless
two-thirds (66-2/3%) of the directors of the Company have approved the
amendment, in which case the approval of a majority of the outstanding
shares will be required; and
(8) To transact other business as may properly come before the meeting or any
adjournments thereof.
The Board of Directors has fixed the close of business on March 15, 2000, as
the record date for determining the shareholders entitled to notice of, and to
vote at, the meeting.
To ensure the greatest number of shareholders will be present either in person
or by proxy, we ask that you mark, date, sign, and return the enclosed proxy
card as soon as possible. If you attend the meeting in person, you may revoke
your proxy at the meeting and cast your vote in person. You may revoke your
proxy at any time before the proxy is exercised.
By Order of the Board of Directors,
/s/ Kelly J. Johnson
-----------------------------------------------
Kelly J. Johnson
Corporate Secretary
April 11, 2000
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<PAGE> 4
THE PB FINANCIAL SERVICES CORPORATION
9570 Medlock Bridge Road
Duluth, Georgia 30097
(770) 814-8100
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PROXY STATEMENT FOR 2000 ANNUAL MEETING
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INTRODUCTION
The Board of Directors of The PB Financial Services Corporation (the "Company")
is furnishing this Proxy Statement in connection with its solicitation of
proxies for use at the Annual Meeting of Shareholders to be held on Tuesday,
May 16, 2000, and at any adjournments thereof. In addition to this solicitation
by mail, the officers and employees of the Company and its wholly-owned
subsidiary, The Peachtree Bank (the "Bank"), without additional compensation,
may solicit Proxies in favor of the Proposal, if deemed necessary, by personal
contact, letter, telephone or other means of communication. Brokers, nominees
and other custodians and fiduciaries will be requested to forward Proxy
solicitation material to the beneficial owners of the shares, where
appropriate, and the Company will reimburse them for their reasonable expenses
incurred in connection with such transmittals. The Company will bear the costs
of solicitation of Proxies for the Annual Meeting.
This Proxy Statement and the proxy card are first being mailed to shareholders
on or about April 21, 2000. If the enclosed proxy card is properly executed,
returned, and not revoked, it will be voted in accordance with the
specifications made by the shareholder. If the proxy card is signed and
returned but specifications are not made, the proxy will be voted FOR the
reelection of the nominees to the Board of Directors and FOR the amendments to
the Articles of Incorporation. The Board of Directors of the Company is not
aware of any other matters which may be presented for action at the meeting,
but if other matters do properly come before the meeting, it is intended that
shares represented by proxies will be voted by the persons named in the proxies
in accordance with their best judgement.
You can revoke your proxy at any time before it is voted by delivering to Kelly
J. Johnson, Corporate Secretary of the Company, at the main office of the
Company, either written revocation of your proxy or a duly executed proxy
bearing a later date or by attending the meeting and voting in person.
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<PAGE> 5
RECORD DATE AND VOTING RIGHTS
The Board of Directors has fixed the close of business on March 15, 2000 as the
record date for determining the shareholders who are entitled to notice of, and
to vote at, the meeting. As of the close of business on the record date, the
authorized common stock, $5.00 par value (the "Common Stock"), of the Company
consisted of 10,000,000 shares, with 775,375 shares issued and outstanding.
Each issued and outstanding share is entitled to one vote.
Directors are elected by plurality of the shares present in person or by proxy
and entitled to vote. Only those votes actually cast will be counted for the
purpose of determining whether a particular nominee received sufficient votes
to be elected. Accordingly, any abstentions and broker non-votes will not be
included in vote totals and will not be considered in determining the outcome
of the vote.
Approval of the amendments to the Articles of Incorporation or any other matter
that may properly come before the Annual Meeting requires the affirmative vote
of a majority of shares of Common Stock present in person or by proxy and
entitled to vote on such matter. Abstentions will be counted in determining the
minimum number of votes required for approval and will, therefore, have the
effect of negative votes. Broker non-votes will not be counted as votes for or
against approval of any other matter properly brought before the Annual
Meeting.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Board proposes that the current slate of directors to be reelected as
directors of The PB Financial Services Corporation to serve an additional
one-year term and until their successors are duly elected and qualified. If any
of these nominees should become unavailable to serve as a director (which is
not now anticipated), then the persons named as proxies reserve full discretion
to vote for any other person or persons as may be nominated. To be elected, a
director nominee must receive more votes than any other nominee for the same
seat on the board of directors. As a result, if you withhold your vote as to
one or more nominees, it will have no effect on the outcome of the election
unless you cast that vote for a competing nominee.
The table below sets forth for each director nominee (a) the person's name, (b)
his age at January 1, 2000, (c) the year he was first elected as a director,
and (d) his position with The PB Financial Services Corporation other than a
director and his other business experience for the past five years.
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<PAGE> 6
DIRECTOR NOMINEES
TO SERVE A TERM OF ONE YEAR UNTIL 2001
<TABLE>
<CAPTION>
Year
First Principal
Name Age Elected Occupation
- ---- --- ------- ----------
<S> <C> <C> <C>
Robert Cheeley 42 1999 Director of The PB Financial
Services Corporation
and Attorney/Retired
Daniel B. Cowart 41 1999 Director of The PB Financial
Services Corporation
and Real Estate Developer
Paul D. Donaldson 53 1999 Director of The PB Financial
Services Corporation
and Real Estate Developer
Charles L. Douglas 75 1999 Director of The PB Financial
Services Corporation
and Insurance Agent/Retired
Dexter R.Floyd 53 1999 Director of The PB Financial
Services Corporation and
Direct Mail Advertising/Printing
J. Edwin Howard 71 1999 Director of The PB Financial
Services Corporation
and Retired
John J. Howard 40 1999 Chairman of the Board of
The PB Financial Services
Corporation and Retail/Hardware
</TABLE>
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<PAGE> 7
<TABLE>
<S> <C> <C> <C>
J. Stephen Hurst 50 1999 Director of The PB Financial
Services Corporation
and Insurance Agent
Charles A. Machemehl, III 42 1999 Director of The PB Financial
Services Corporation
and Orthodontist
J. Paul Maggard 38 1999 Director of The PB Financial
Services Corporation
and Restaurateur
Monty G. Watson 41 1999 Chief Executive Officer,
President, and Director of The PB
Financial Services Corporation
</TABLE>
MEETINGS AND COMMITTEES OF THE BOARD
During the year ended December 31, 1999, the Board of Directors of the Company
had one meeting. All incumbent directors attended this meeting.
Additionally, during the year ended December 31, 1999, the Board of Directors
of the Bank held 12 meetings. The directors of the Bank are the same as those
of the Company.
The Board of Directors of the Company has no audit, compensation or nominating
committees. The Board of Directors will consider shareholders' nominations of
individuals to serve as directors if information concerning such nominees,
including the person's name and a description of his or her qualifications are
furnished in writing to the Chairman of the Board of the Company.
EXECUTIVE OFFICERS
Monty G. Watson and Kelly J. Johnson are executive officers of the Company. Mr.
Watson has served as President and Chief Executive Officer of the Company since
its inception in 1999 and the Bank since its inception in 1998.
Ms. Johnson has served as Senior Vice President, Chief Financial Officer and
Corporate Secretary of the Company since its inception in 1999, and Senior Vice
President, Chief Financial Officer and Chief Operating Officer of the Bank
since its inception in 1998. Ms. Johnson is 43 years old.
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COMPENSATION OF EXECUTIVE OFFICER AND DIRECTORS
The following table sets forth certain summary information concerning the
compensation paid or granted to the Company's chief executive officer in fiscal
year 1999.
CASH COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and Principal Position Year Salary
- --------------------------- ---- -------
<S> <C> <C>
Monty G. Watson, President and 1999 $141,145
Chief Executive Officer
</TABLE>
Currently, the directors of The PB Financial Services Corporation receive no
compensation for their service as directors, and they will not be compensated
for their service as directors until The PB Financial Services Corporation
achieves cumulative profitability.
The following table contains, with respect to the person named in the Summary
Compensation table, information concerning the number of PB Financial Services
Corporation stock options held, the number currently exercisable, and the value
of the exercisable options. On October 20, 1998, The Peachtree Bank granted Mr.
Watson an option to purchase 20,000 shares of The Peachtree Bank common stock,
with all shares being exercisable on the date of grant. Upon the reorganization
of the Bank to a holding company structure, each option to purchase one share
of The Peachtree Bank common stock was converted into an option to purchase one
share of The PB Financial Services Corporation common stock. Based on the
limited trading information available on the Company's common stock, the per
share market value of The Peachtree Bank common stock at December 31, 1999
($10.00) was equal to the per share exercise price of the listed options
($10.00). Fair market value is based on trades in Bank Stock during 1999.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
No. of Unexercised In-the-Money
Options at 12/31/99 Options at 12/31/99
Name # Exercisable/Unexercisable # Exercisable/Unexercisable
- ---- --------------------------- ---------------------------
<S> <C> <C>
Monty G. Watson 20,000/0 $0/$0
</TABLE>
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<PAGE> 9
CERTAIN TRANSACTIONS
The PB Financial Services Corporation's directors and principal officers, their
immediate family members and certain companies and other entities associated
with them, have been customers of and have had banking transactions with The
Peachtree Bank and are expected to continue these relationships in the future.
In the opinion of The Peachtree Bank's management, the extensions of credit
made by The Peachtree Bank to such individuals, companies and entities (a) were
made in the ordinary course of business, (b) were made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons and (c) did not involve
more than a normal risk of collectibility or present other unfavorable
features.
OWNERSHIP OF PB FINANCIAL SERVICES COMMON STOCK
MANAGEMENT STOCK OWNERSHIP
The following table presents information about each of the directors and
executive officers of The PB Financial Services Corporation and all executive
officers and directors as a group. Unless otherwise indicated, each person has
sole voting and investment powers over the indicated shares. Information
relating to beneficial ownership of the PB Financial common stock is based upon
"beneficial ownership" concepts described in the rules issued under the
Securities Exchange Act of 1934, as amended. Under these rules, a person is
deemed to be a "beneficial owner" of a security if that person has or shares
voting power, which includes the power to vote or to direct the voting of the
security, or investment power, which includes the power to dispose or to direct
the disposition of such security. Under the rules, more than one person may be
deemed to be a beneficial owner of the same securities.
<TABLE>
<CAPTION>
Number of Shares Percent
Beneficially Owned at Of
Name The Record Date Class (%)
- ---- --------------------- ---------
<S> <C> <C>
(A) DIRECTORS
Robert D. Cheeley 37,636 (1) 4.81%
Daniel B. Cowart 37,636 (2) 4.81%
Paul D. Donaldson 32,132 (3) 4.11%
Charles L. Douglas 13,172 (4) 1.69%
Dexter R. Floyd 30,736 (5) 3.93%
</TABLE>
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<PAGE> 10
<TABLE>
<S> <C> <C>
J. Edwin Howard 12,545 (6) 1.61%
John J. Howard 34,876 (7) 4.46%
J. Stephen Hurst 12,545 (8) 1.61%
Charles Machemehl, III 25,090 (9) 3.21%
J. Paul Maggard 26,197 (10) 3.36%
Monty G. Watson 30,155 (11) 3.79%
(B) EXECUTIVE OFFICER
Kelly J. Johnson 6,800 (12) .87%
(C) EXECUTIVE OFFICERS AND
DIRECTORS AS A GROUP (12 PERSONS) 299,519 35.11%
</TABLE>
- ---------------
1) Consists of 20,000 shares held by Cheeley Investments and 10,000 shares
held by Mr. Cheeley's spouse, as to which beneficial ownership is shared;
also includes option to purchase 7,636 shares of The PB Financial Services
Corporation common stock.
2) Includes option to purchase 7,636 shares of The PB Financial Services
Corporation common stock.
3) Includes 2,420 shares held by Mr. Donaldson's spouse in an IRA plan, 500
shares held by Mr. Donaldson's spouse and 2,500 shares held by
Con-Structural Enterprises, Inc. to which beneficial ownership is shared;
also includes option to purchase 6,012 shares of The PB Financial Services
Corporation common stock.
4) Includes 500 shares held by Mr. Douglas' spouse as to which beneficial
ownership is shared; also includes option to purchase 2,672 shares of The
PB Financial Services Corporation common stock.
5) Includes of 1,000 shares held by Mr. Floyd's spouse and 2,000 shares held
by Mr. Floyd's adult children as to which beneficial ownership is shared;
also includes option to purchase 6,236 shares of The PB Financial Services
Corporation common stock.
6) Includes option to purchase 2,545 shares of The PB Financial Services
Corporation common stock.
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<PAGE> 11
7) Includes 1,000 shares held by Mr. Howard's spouse and 800 shares held by
Mr. Howard's spouse as custodian for their minor children; also includes
option to purchase 7,076 shares of The PB Financial Services Corporation
common stock.
8) Includes 5,000 shares held in Mr. Hurst's IRA plan; also includes option to
purchase 2,545 shares of The PB Financial Services Corporation common
stock.
9) Includes option to purchase 5,090 shares of The PB Financial Services
Corporation common stock.
10) Includes 900 shares held by Mr. Maggard as custodian for his minor
children; also includes option to purchase 5,297 shares of The PB
Financial Services Corporation common stock.
11) Includes 7,100 shares held in Mr. Watson's IRA plan and 2,055 shares held
by Mr. Watson as custodian for his minor children; also includes option to
purchase 20,000 shares of The PB Financial Services Corporation common
stock.
12) Consists of 1,800 shares held in Ms. Johnson's IRA plan; also includes
option to purchase 5,000 shares of The PB Financial Services Corporation
common stock.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors and executive officers and persons who own more than 10% of
the Company's outstanding Common Stock file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in their
ownership of the Company's Common Stock. Directors, executive officers and
greater than 10% shareholders are required to furnish the Company with copies
of the reports they file.
To the Company's knowledge, based solely upon a review of copies of Reports of
Beneficial Ownership and Changes in Beneficial Ownership furnished to it and
representations that no other reports were required, its directors, executive
officers, and greater than ten percent shareholders have complied with
applicable Section 16(a) filing requirements.
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<PAGE> 12
AMENDMENT OF ARTICLES OF INCORPORATION
The Board of Directors has determined that it is in the best interest of the
Company to amend and restate its Articles of Incorporation to include
anti-takeover provisions. The purpose of these provisions is not to prevent the
acquisition of the Company by any acquiror, but rather to give the Board
control over any such transaction by requiring the potential acquiror to
negotiate with the Board, who can then determine whether the proposed
transaction would be in the best interests of the shareholders. The approval of
the amendments to the Articles of Incorporation requires the affirmative vote
of a majority of shares of Common Stock present in person or by proxy and
entitled to vote on the matter. The proposed amendments are described below.
PROPOSAL 2 - AMENDMENT OF ARTICLE 7 - STAGGERED BOARD
Article 7, as it is proposed to be amended, provides that the Board of
Directors of the Company will be divided into three classes and that the
directors in each class will serve for staggered terms of three years each.
This means that, unless the existing directors were to resign (which might be
the case in a friendly acquisition of the Company), it would take two annual
meetings of the Company's shareholders to replace a majority of its directors.
As amended, the new Article 7 will read as follows:
"7.
a. The Board of Directors shall be divided into three (3) classes, Class I,
Class II, and Class III, which shall be as nearly equal in number as
possible. Each director in Class I shall be elected to an initial term of
one (1) year, each director in Class II shall be elected to an initial
term of two (2) years, each director in Class III shall be elected to an
initial term of three (3) years, and each director shall serve until the
election and qualification of his or her successor or until his or her
earlier resignation, death or removal from office. Upon the expiration of
the initial terms of office for each Class of directors, the directors of
each Class shall be elected for terms of three (3) years, to serve until
the election and qualification of their successors or until their earlier
resignation, death or removal from office.
b. Unless two thirds (2/3) of the directors then in office shall approve the
proposed change, this Article 7 may be amended or rescinded only by the
affirmative vote of the holders of at least two thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote in an election
of directors, at any regular or special meeting of the shareholders, and
notice of the proposed change must be contained in the notice of the
meeting."
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<PAGE> 13
PROPOSAL 3 - ADDITION OF NEW ARTICLE 8 - SUPERMAJORITY VOTE
TO CHANGE NUMBER OF DIRECTORS
A new article 8 is proposed to be added. This Article would require a
supermajority (66 2/3%) vote of the directors or shareholders to change the
number of directors of the Company. This article helps to discourage a
potential raider from attempting to take over the Company by removing one of
the ways in which the raider could gain control of the Board; that is, after
gaining control of the majority of the stock, a raider could double the size of
the Board and elect its nominees as directors. As amended, the new Article 8
will read as follows:
"8.
a. Except as provided in paragraph (b) of this Article 8, the Board of
Directors shall have the right to adopt, amend, or repeal the bylaws of
the Corporation by the affirmative vote of a majority of the issued and
outstanding shares of the Corporation entitled to vote in an election of
directors.
b. Notwithstanding paragraph (a) of this Article 8, any amendment of the
bylaws of the Corporation changing the number of directors shall require
the affirmative vote of two-thirds (2/3) of all directors then in office
or the affirmative vote of the holders of two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote in an election
of directors, at any regular or special meeting of the shareholders, and
notice of the proposed change must be contained in the notice of the
meeting."
PROPOSAL 4 - ADDITION OF NEW ARTICLE 13 - SUPERMAJORITY VOTE
TO APPROVE MERGER
A new Article 13 will be added providing that a supermajority vote of the
shareholders (66 2/3%) will be required to approve any merger or share exchange
of the Company with or into another corporation, or any sale, lease, exchange
or other disposition of all or substantially all of the assets of the Company
unless such transaction has been approved by the affirmative vote of two-thirds
of the directors of the Company then in office, in which case the affirmative
vote of a majority of the issued and outstanding shares will be required. The
new Article 13 will read as follows:
"13.
a. In any case in which the Georgia Business Corporation Code or other
applicable law requires shareholders approval of any merger or share
exchange of the Corporation with or into any other corporation, or any
sale, lease, exchange or other disposition of substantially all of the
assets of the Corporation to any other corporation, person or other
entity, such approval shall require either:
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<PAGE> 14
(i) the affirmative vote of two-thirds (2/3) of the directors of the
Corporation then in office and the affirmative vote of a majority
of the issued and outstanding shares of the corporation entitled
to vote; or
(ii) The affirmative vote of a majority of the directors of the
Corporation then in office and the affirmative vote of the holders
of at least two-thirds (2/3) of the issued and outstanding shares
of the Corporation entitled to vote.
b. The Board of Directors shall have the power to determine for the purposes
of this Article 13, on the basis of information known to the Corporation,
whether any sale, lease or exchange or other disposition of part of the
assets of the Corporation involves substantially all of the assets of the
Corporation."
PROPOSAL 5 - ADDITION OF NEW ARTICLE 14 - OTHER CONSTITUENCY
PROVISION
A new article 14 will also be added to the Articles. This article will provide
that the Board may consider factors in addition to price when evaluating an
offer from another party to acquire the Company. The new Article 14 will read
as follows:
"14.
a. The Board of Directors, when evaluating any offer of another party (i) to
make a tender offer or exchange offer for any equity security of the
Corporation, (ii) to merge or consolidate any other corporation with the
Corporation, or (iii) to purchase or otherwise acquire all or
substantially all of the assets of the Corporation, shall, in determining
what is in the best interests of the Corporation and its shareholders,
give due consideration to all relevant factors, including without
limitation: (A) the short-term and long-term social and economic effects
on the employees, customers, shareholders and other constituents of the
Corporation and its subsidiaries, and on the communities within which the
Corporation and its subsidiaries operate (it being understood that any
subsidiary bank of the Corporation is charged with providing support to
and being involved in the communities it serves); and (B) the
consideration being offered by the other party in relation to the
then-current value of the Corporation in a freely negotiated transaction
and in relation to the Board of Directors' then-estimate of the future
value of the Corporation as an independent entity.
b. Unless two-thirds (2/3) of the directors then in office shall approve the
proposed change, this Article 14 may be amended or rescinded only by the
affirmative vote of the holders of at least two thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote thereon, at any
regular or special meeting of the shareholders, and notice of the proposed
change must be contained in the notice of the meeting."
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<PAGE> 15
PROPOSAL 6 - AMENDMENT OF ARTICLE 9 - SUPERMAJORITY VOTE TO
AMEND ARTICLE REGARDING REMOVAL OF DIRECTORS
In addition, the amended and restated Articles will require that any amendment
of Articles 7, 8, 13, and 14, as described above, as well as Articles 9
(dealing with removal of directors) and 11 (limiting the liability of
directors), be approved by the affirmative vote of the holders of at least two
thirds of the issued and outstanding shares of Company Stock unless two-thirds
of the entire Board of Directors approves the amendment, in which case the
applicable provisions of the Georgia Business Corporation Code would govern and
the approval of only a majority of the outstanding shares of Company Stock
would be required.
PROPOSAL 7 - AMENDMENT OF ARTICLE 11 - SUPERMAJORITY VOTE
TO AMEND ARTICLE LIMITING LIABILITY OF DIRECTORS
As also provided in the Articles 7, 8, 9, 13 and 14 described above, the
amended and restated Articles will require that any amendment of Article 11
(dealing with limiting the liability of directors) be approved by the
affirmative vote of the holders of at least two-thirds of the issued and
outstanding shares of Company Stock unless two-thirds of the entire Board of
Directors approves the amendment, in which case the applicable provisions of
the Georgia Business Corporation Code would govern and the approval of only a
majority of the outstanding shares of Company Stock would be required.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL OF
THE PROPOSED AMENDMENTS TO THE ARTICLES OF INCORPORATION.
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<PAGE> 16
INDEPENDENT PUBLIC ACCOUNTANTS
BDO Seidman, LLP is the accounting firm responsible for preparing an audited
report of the Company's financial statements. BDO Seidman has acted as the
Bank's accounting firm since its inception in 1998. A representative from BDO
Seidman is expected to be present at the meeting and will be given the
opportunity to make a statement if he or she desires to do so and will be
available to respond to appropriate questions from shareholders.
AVAILABLE INFORMATION
A copy of the Company's Annual Report on Form 10-KSB is available upon request
(except for the exhibits thereto) without charge. Shareholders may request a
copy of the "Form 10-KSB" by contacting Kelly J. Johnson, The PB Financial
Services Corporation, 9570 Medlock Bridge Road, Duluth, Georgia, 30097
(Telephone: 770-814-8100).
SHAREHOLDER PROPOSALS
Any shareholder proposal submitted for consideration at the next Annual Meeting
of Shareholders must be received at the principal offices of the Company not
later than December 1, 2000, to be included in the 2001 proxy materials. A
shareholder must notify the Company before February 1, 2001 of a proposal in
the 2001 Annual Meeting which the shareholder intends to present other than by
inclusion in the Company's proxy materials. If the Company does not receive
such notice prior to February 1, 2001, proxies solicited by management of the
Company will confer discretionary authority upon the management of the Company
to vote upon any such matter.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters that may be
brought before the meeting. If, however, any matter other than the election of
directors, or matters incidental thereto, should properly come before the
meeting, votes will be cast pursuant to the proxies in accordance with the best
judgment of the proxyholders.
If you cannot be present in person, you are requested to complete, sign, date,
and return the enclosed proxy promptly. An envelope has been provided for that
purpose. No postage is required if mailed in the United States.
April 11, 2000
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PROXY
THE PB FINANCIAL SERVICES CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby constitutes and appoints Monty G. Watson and
Kelly J. Johnson, or either of them, as proxies, each with full power of
substitution, to vote the number of shares of common stock of The PB Financial
Services Corporation, which the undersigned would be entitled to vote if
personally present at the Annual Shareholders Meeting of The PB Financial
Services Corporation to be held at the main office of The Peachtree Bank
located at 9570 Medlock Bridge Road, Duluth, Georgia, on Tuesday, May 16, 2000,
at 4:30 p.m., local time, and at any adjournment or postponement thereof (the
"Annual Meeting") upon the proposals described in the Proxy Statement and the
Notice of Annual Meeting of Shareholders, dated April 11, 2000, the receipt of
which is acknowledged in the manner specified below.
Proposal 1. To elect the following persons to serve as directors for a
one-year term until the next annual meeting:
Nominees: Robert D. Cheeley, Daniel B. Cowart, Paul D.
Donaldson, Charles L. Douglas, Dexter R. Floyd, J. Edwin
Howard, John J. Howard, J. Stephen Hurst, Charles A.
Machemehl, III, J. Paul Maggard, Monty G. Watson
[ ] FOR All Nominees [ ] Withhold Authority to Vote
(except as may be noted below) for All Nominees Listed Above
To withhold authority to vote for any nominee, write that
nominee's name below:
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Proposal 2. To amend Article 7 of the Company's Articles of Incorporation to
provide for the directors to be divided into three classes with
the classes to serve staggered terms of three years each.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Proposal 3. To add a new Article 8 to the Company's Articles of Incorporation
which requires a supermajority (66-2/3%) vote of the directors or
the issued and outstanding shares to change the number of
directors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Proposal 4. To add a new Article 13 to the Company's Articles of Incorporation
which requires a supermajority (66-2/3%) vote of the issued and
outstanding shares to approve any merger or share exchange of the
Company with or into another corporation, or any sale, lease or
other disposition of all or substantially all of the assets of the
Company unless such transaction has been approved by the
affirmative vote of two-thirds (66-2/3%) of the directors of the
Company, in which case the affirmative vote of a majority of the
issued and outstanding shares will be required.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
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Proposal 5. To add a new Article 14 to the Company's Articles of Incorporation
which provides that the Board of Directors may consider factors in
addition to price when evaluating an offer to acquire the Company.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Proposal 6. To amend Article 9 of the Company's Articles of Incorporation to
require that any amendment of Article 9 be approved by the
affirmative vote of two-thirds (66-2/3%) of the issued and
outstanding shares unless two-thirds (66-2/3%) of the directors of
the Company have approved the amendment, in which case the
approval of a majority of the outstanding shares will be required.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Proposal 7. To amend Article 11 of the Company's Articles of Incorporation to
require that any amendment of Article 11 be approved by the
affirmative vote of two-thirds (66-2/3%) of the issued and
outstanding shares unless two-thirds (66-2/3%) of the directors of
the Company have approved the amendment, in which case the
approval of a majority of the outstanding shares will be required.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Proposal 8. In the discretion of the proxies on such other matters as may
properly come before the Annual Meeting or any adjournments
thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSALS ABOVE.
Please sign this proxy exactly as your name appears below. When shares are held
jointly, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
DATED:_____________________________, 2000
/s/
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Signature
/s/
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Signature if held jointly
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE PB FINANCIAL SERVICES
CORPORATION AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
I _____will _____will not attend the Annual Meeting.
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