Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant |X|
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Greenville First 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.
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and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] 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.
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<PAGE>
GREENVILLE FIRST BANCSHARES, INC.
112 Haywood Road
Greenville, South Carolina 29607
Notice of Annual Meeting of Shareholders
Dear Fellow Shareholder:
We cordially invite you to attend the 2000 Annual Meeting of
Shareholders of Greenville First Bancshares, Inc., the holding company for
Greenville First Bank. At the meeting, we will report on our performance in 1999
and answer your questions. We are excited about our accomplishments since we
completed our initial public offering on November 30, 1999, and we look forward
to discussing both our accomplishments and our plans with you. We hope that you
can attend the meeting and look forward to seeing you there.
This letter serves as your official notice that we will hold the
meeting on May 11, 2000 at the Poinsett Club in Greenville, South Carolina at
4:30 PM for the following purposes:
1. To elect four members to the Board of Directors;
2. To consider a proposal to approve the company's 2000 Stock Incentive
Plan; and
3. To transact any other business that may properly come before the
meeting or any adjournment of the meeting.
Shareholders owning our common stock at the close of business on March
31, 2000 are entitled to attend and vote at the meeting. A complete list of
these shareholders will be available at the company's offices prior to the
meeting.
Please use this opportunity to take part in the affairs of your company
by voting on the business to come before this meeting. Even if you plan to
attend the meeting, we encourage you to complete and return the enclosed proxy
to us as promptly as possible.
By order of the Board of Directors,
/s/ R. Arthur Seaver, Jr.
President and Chief Executive Officer
Greenville, South Carolina
April 6, 2000
<PAGE>
GREENVILLE FIRST BANCSHARES, INC.
112 Haywood Road
Greenville, South Carolina 29607
Proxy Statement For Annual Meeting of
Shareholders to be Held on May 11, 2000
Our Board of Directors is soliciting proxies for the 2000 Annual
Meeting of Shareholders. This proxy statement contains important information for
you to consider when deciding how to vote on the matters brought before the
meeting. We encourage you to read it carefully.
Voting Information
The Board set March 31, 2000 as the record date for the meeting.
Shareholders owning our common stock at the close of business on that date are
entitled to attend and vote at the meeting, with each share entitled to one
vote. There were 1,150,000 shares of common stock outstanding on the record
date. A majority of the outstanding shares of common stock represented at the
meeting will constitute a quorum. We will count abstentions and broker
non-votes, which are described below, in determining whether a quorum exists.
When you sign the proxy card, you appoint R. Arthur Seaver, Jr. and
James B. Orders as your representatives at the meeting. Mr. Seaver and Mr.
Orders will vote your proxy as you have instructed them on the proxy card. If
you submit a proxy but do not specify how you would like it to be voted, Mr.
Seaver and Mr. Orders will vote your proxy for the election to the Board of
Directors of all nominees listed below under "Election Of Directors" and for
approval of the 2000 Stock Incentive Plan. We are not aware of any other matters
to be considered at the meeting. However, if any other matters come before the
meeting, Mr. Seaver and Mr. Orders in will vote your proxy on such matters in
accordance with their judgment.
You may revoke your proxy and change your vote at any time before the
polls close at the meeting. You may do this by signing and delivering another
proxy with a later date or by voting in person at the meeting. Brokers who hold
shares for the accounts of their clients may vote these shares either as
directed by their clients or in their own discretion if permitted by the
exchange or other organization of which they are members. Proxies that brokers
do not vote on some proposals but that they do vote on others are referred to as
"broker non-votes" with respect to the proposals not voted upon. A broker
non-vote does not count as a vote in favor of or against a particular proposal
for which the broker has no discretionary voting authority. In addition, if a
shareholder abstains from voting on a particular proposal, the abstention does
not count as a vote in favor of or against the proposal.
We are paying for the costs of preparing and mailing the proxy
materials and of reimbursing brokers and others for their expenses of forwarding
copies of the proxy materials to our shareholders. Our officers and employees
may assist in soliciting proxies but will not receive additional compensation
for doing so. We are distributing this proxy statement on or about April 6,
2000.
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<PAGE>
Proposal No. 1: Election of Directors
The Board of Directors is divided into three classes with staggered
terms, so that the terms of only approximately one-third of the Board members
expire at each annual meeting. The current terms of the Class I directors will
expire at the meeting. The terms of the Class II directors expire at the 2001
Annual Shareholders Meeting. The terms of the Class III directors will expire at
the 2002 Annual Shareholders Meeting. Our directors and their classes are:
Class I Class II Class III
------- -------- ---------
Mark A. Cothran Leighton M. Cubbage Andrew B. Cajka
Rudolph G. Johnstone, III, M.D. James B. Orders Fred Gilmer, Jr.
Keith J. Marrero William B. Sturgis Tecumseh Hooper, Jr.
R. Arthur Seaver, Jr.
Shareholders will elect four nominees as Class I directors at the
meeting to serve a three-year term, expiring at the 2003 Annual Meeting of
Shareholders. The directors will be elected by a plurality of the votes cast at
the meeting. This means that the four nominees receiving the highest number of
votes will be elected.
The Board of Directors recommends that you elect Mark A. Cothran,
Rudolph G. Johnstone, III, M.D., Keith J. Marrero, and R. Arthur Seaver, Jr. as
Class I directors.
If you submit a proxy but do not specify how you would like it to be
voted, Mr. Orders and Mr. Seaver will vote your proxy to elect Mr. Cothran, Dr.
Johnstone, Mr. Marrero, and Mr. Seaver. If any of these nominees is unable or
fails to accept nomination or election (which we do not anticipate), Mr. Orders
and Mr. Seaver will vote instead for a replacement to be recommended by the
Board of Directors, unless you specifically instruct otherwise in the proxy.
Set forth below is certain information about the nominees. Each of the
nominees is also an organizer and director of our subsidiary, Greenville First
Bank:
Mark A. Cothran, Class I director, is the president and principal owner
of Cothran Company, Inc., a real estate construction and development company in
Greenville, South Carolina. He has been with Cothran Company, Inc. since 1986.
Mr. Cothran received his bachelors degree in finance and banking from the
University of South Carolina in 1980 and is a licensed real estate broker in the
State of South Carolina. He is currently on the board of directors of the
Greenville Chamber of Commerce and a member of its economic development board.
He is past president of the state chapter of NAIOP and past member of the
Advisory Board of Greenville National Bank.
Rudolph "Trip" G. Johnstone, III, M.D., Class I director, is a
physician practicing with the Cross Creek Asthma, Allergy and Immunology medical
clinic. He graduated from Washington & Lee University in 1982 with a degree in
biology and from the Medical University of South Carolina in 1986. Dr. Johnstone
is active with the Greenville Art Museum and served on the consulting board to
Greenville National Bank from 1995 until 1998, when it was acquired by Regions
Bank.
Keith J. Marrero, Class I director, is the principal and owner of AMI
Architects, an architectural firm located in Greenville, South Carolina that was
founded in 1988. He is a registered architect with the South Carolina and
Louisiana Boards of Architectural Examiners and the National Council of
Architectural Registration Boards. Mr. Marrero is a previous advisory board
member of BB&T. He graduated from the University of Notre Dame with a bachelors
degree in Architecture in 1983. Mr. Marrero was appointed by former Governor
David Beasley to the board of directors of the South Carolina Legacy Trust Fund.
He is also an executive committee member of the Greenville Chamber of Commerce,
serving as vice chairman of Minority Business.
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<PAGE>
Mr. Marrero is also an advisory board member of the Bi-Lo Center and serves on
the Historic Architecture Review Board for the City of Greenville.
R. Arthur "Art" Seaver, Jr., Class I director, is the president and
chief executive officer of our company and our subsidiary bank. He has over 13
years of banking experience. From 1986 until 1992, Mr. Seaver held various
positions with The Citizens & Southern National Bank of South Carolina,
including assistant vice president of corporate banking. From 1992 until
February 1999, he was with Greenville National Bank, which was acquired by
Regions Bank in 1998. He was the senior vice president in charge of Greenville
National Bank's liability portion of the balance sheet prior to leaving to form
Greenville First Bank. Mr. Seaver is a 1986 graduate of Clemson University with
a bachelors degree in Finance and a 1999 graduate of the BAI Graduate School of
Community Bank Management. He is very active in the Greenville community, where
he works with numerous organizations, including Leadership Greenville, the South
Carolina Network of Business and Education Partnership, Junior Achievement, the
Greenville Convention and Visitors Bureau, the United Way, and the First
Presbyterian Church.
Set forth below is also information about each of the company's other
directors and each of its executive officers. Each director is also an organizer
and a director of our subsidiary bank.
James "Jim" M. Austin, III is the senior vice president and chief
financial officer of our company and subsidiary bank. He has over 20 years of
experience in the financial services industry. From 1978 to 1983, Mr. Austin was
employed by KPMG Peat Marwick specializing in bank audits. Mr. Austin was
employed for 12 years with American Federal Bank as controller and senior vice
president responsible for the financial accounting and budgeting. From 1995
until 1997, Mr. Austin was the senior vice president and chief financial officer
of Regional Management Corporation, a 58-office consumer finance company where
he was responsible for the finance and operations area of the company. From 1997
until July 1999, he was the director of corporate finance for Homegold
Financial, a national sub-prime financial services company that specializes in
mortgage loan originations. Mr. Austin is a 1978 graduate of the University of
South Carolina with degrees in accounting and finance. He is also a Certified
Public Accountant and graduate of the University of Georgia's Executive
Management's Savings Bank program. He is a graduate of Leadership Greenville. He
has served on the community boards of River Place Festival, Junior Achievement,
and Pendleton Place, and he is the past president of the Financial Manager's
Society of South Carolina and former board member of the Young Manager's
Division of the Community of Financial Institutions of South Carolina. He is
active in the First Presbyterian Church and currently serves on the board of
directors for the Center for Development Services.
Andrew B. Cajka, Class III director, is the founder and president of
Southern Hospitality Group, LLC, a hotel management and development company in
Greenville, South Carolina. Prior to starting his own business, Mr. Cajka was a
managing member of Hyatt Hotels Corporation from 1986 until 1998. He is a
graduate of Bowling Green State University in 1982. Mr. Cajka is currently on
the board of directors for the Greenville Chamber of Commerce and past president
of the down area council. He is a member of the Greenville Hospital Foundation
Board, past chairman of the Children's Hospital, Board of Trustee member and
chairman of the Foundation at St. Joseph High School, past chairman of the
Greenville Tech Hospitality Board, board member of the Urban League, and past
chairman of the Greenville Convention and Visitors Bureau.
Leighton M. Cubbage, Class II director, was the co-founder, president,
and chief operating officer of Corporate Telemanagement Group in Greenville,
South Carolina from 1989 until 1995, when the company was acquired by LCI
International. Since 1995, Mr. Cubbage has been a private investor maintaining
investment interests in a telecommunications company, a car dealership, and a
trucking company. He is a 1977 graduate of Clemson University with a bachelors
degree in political science. Mr. Cubbage is on the board of directors for the
Greenville United Way, a member of the Greenville Technical College Foundation
Board, and a member of the Clemson University Entrepreneurial Board.
Fred Gilmer, Jr, Class III director, is the senior vice president of
our company and subsidiary bank. He is a seasoned banker with over 40 years of
experience in the financial industry. He was the executive officer in charge of
client relations for Greenville National Bank from 1994 until April 1999, when
he resigned to help
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<PAGE>
organize our subsidiary bank. Mr. Gilmer has held executive positions with three
other banks in the Greenville area between 1959 and 1995. He graduated from the
University of Georgia in 1958 and the LSU Graduate School of Banking of the
South in Baton Rouge, Louisiana in 1970. Mr. Gilmer is very active in the
Greenville community. He is a graduate of Leadership Greenville and presently
serves numerous organizations, including the Greenville Rotary Club, the
Greenville Chamber of Commerce, the YMCA, and the First Presbyterian Church. He
is a past board member of Family Children Service, Goodwill Industries, Downtown
Area Council, Greenville Little Theater, Greenville Cancer Society, South
Carolina Arthritis Foundation, Freedom Weekend Aloft, and the Greenville Chamber
of Commerce.
Tecumseh "Tee" Hooper, Jr., Class III director, is the president of
IKON Office Solutions in Greenville, South Carolina. He is also a director of
Homegold, Inc., a sub-prime mortgage lender, and a director of Peregrine Energy,
Inc., an energy management company. From 1994 until 1997, he served as a
director of Carolina Investors, a savings and loan institution. Mr. Hooper
graduated from The Citadel in 1969 with a degree in business administration, and
he received a Masters in Business Administration from the University of South
Carolina in 1971. Mr. Hooper has served the community as a member of the
Greenville County Development Board, the Greenville Chamber of Commerce, and the
board of directors for Camp Greenville, as well as the vice chairman of
communications for the United Way. Mr. Hooper also serves on the board of
directors for Leadership Greenville, Leadership South Carolina, and the YMCA
Metropolitan.
James B. Orders, III, Class II director, is the Chairman of the Board
for Greenville First Bancshares. He is the president of Park Place Corporation,
a company engaged in the manufacture and sale of bedding and other furniture to
the wholesale market. Mr. Orders is chairman of Comfortaire Corporation and a
director of Orders Realty Co., Inc., a real estate development and management
company that is a wholly owned subsidiary of Park Place Corporation. He attended
Clemson University from 1970 until 1974. Mr. Orders is the past president of the
Downtown Rotary Club, a past member of the advisory board of Greenville National
Bank, and a past member of the advisory board of Carolina First Bank. In
addition, he is a member of the Lay Christian Association Board and the Downtown
Soccer Association Board.
William B. Sturgis, Class II director, held various executive positions
with W.R. Grace & Co. from 1984 until his retirement in 1997, including
executive vice president of W.R. Grace's worldwide packaging operations and
president of its North American Cryovac Division. Mr. Sturgis graduated from
Clemson University in 1957 with a degree in chemical engineering and is a
graduate of the Advanced Management Program at Harvard. He is active with
Clemson University, serving on the Foundation Board, the President's Advisory
Council, and the Engineering Advisory Board. He is also an advisory board member
of the Peace Center and a member of the Downtown Rotary Club and Presbyterian
Community Foundation.
Family Relationships. Dr. Randolph G. Johnstone, III, is Fred Gilmer,
Jr's stepson and Fred Gilmer, III, senior vice president is Fred Gilmer Jr's
son. No other director has a family relationship with any other director or
executive officer of the company.
6
<PAGE>
Proposal No. 2: Approval of the 2000 Stock Incentive Plan
General
The Board of Directors has adopted the company's 2000 Stock Incentive
Plan effective March 21, 2000. The Plan has been submitted to our bank
regulators, and we expect to receive their approval by the second quarter of
2000. We believe that the issuance of stock options can promote the growth and
profitability of the company by providing additional incentives for participants
to focus on the company's long-range objectives. We also believe that stock
options help us to attract and retain highly qualified personnel and to link
their interests directly to shareholder interests. Therefore, we ask you to
approve this plan at the meeting.
The plan authorizes the grant to our employees and directors of stock
options for up to 172,500 shares of common stock from time to time during the
term of the plan, subject to adjustment upon changes in capitalization so that
the number of shares authorized shall at all times equal 15% of the outstanding
shares of common stock. Under the plan, the company may grant either incentive
stock options (which qualify for certain favorable tax consequences, as
described below) or nonqualified stock options. We may grant up to all 172,500
shares available under the plan as incentive stock options.
The plan will be administered by the personnel committee. The committee
will determine the employees and directors who will receive options and the
number of shares that will be covered by their options. The committee will also
determine the periods of time (not exceeding ten years from the date of grant in
the case of an incentive stock option) during which options will be exercisable
and will determine whether termination of an optionee's employment under various
circumstances would terminate options granted under the plan to that person. If
granted an option under the plan, the optionee will receive an option agreement
specifying the terms of the option, such as the number of shares of common stock
the optionee can purchase, the price per share, when the optionee can exercise
the option, and when the option expires. The plan provides that options will
become exercisable immediately upon a change in control of the company.
The option price per share is an amount to be determined by the Board
of Directors, but will not be less than 100% of the fair market value per share
on the date of grant. No options will be granted for less than $10 a share in
the first year of the bank's operation. Generally, the option price will be
payable in full upon exercise. Payment of the option price of any stock option
may be made in cash, by delivery of shares of common stock (valued at their fair
market value at the time of exercise), or by a combination of cash and stock.
The company will receive no consideration upon granting of an option.
Options generally may not be transferred except by will or by the laws
of descent and distribution, and during an optionee's lifetime may be exercised
only by the optionee (or by his or her guardian or legal representative, should
one be appointed). The grant of an option does not give the optionee any rights
of a shareholder until the optionee exercises the option.
The Board of Directors will have the right at any time to terminate or
amend the plan but no such action may terminate options already granted or
otherwise affect the rights of any optionee under any outstanding option without
the optionee's consent.
Federal Income Tax Consequences
There are no federal income tax consequences to the optionee or to
Greenville First Bancshares, Inc. on the granting of options. The federal tax
consequences upon exercise will vary depending on whether the option is an
incentive stock option or a nonqualified stock option.
Incentive Stock Options. When an optionee exercises an incentive stock
option, the optionee will not at that time realize any income, and Greenville
First Bancshares, Inc. will not be entitled to a deduction. However, the
difference between the fair market value of the shares on the exercise date and
the exercise price will be a preference item for purposes of the alternative
minimum tax. The optionee will recognize capital gain or loss at the time of
disposition of the shares acquired through the exercise of an incentive stock
option if the shares have been
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<PAGE>
held for at least two years after the option was granted and one year after it
was exercised. The company will not be entitled to a tax deduction if the
optionee satisfies these holding period requirements. The net federal income tax
effect to the holder of the incentive stock options is to defer, until the
acquired shares are sold, taxation on any increase in the shares' value from the
time of grant of the option to the time of its exercise, and to tax such gain,
at the time of sale, at capital gain rates rather than at ordinary income rates.
If the holding period requirements are not met, then upon sale of the
shares the optionee generally recognizes as ordinary income the excess of the
fair market value of the shares at the date of exercise over the exercise price
stated in the option agreement. Any increase in the value of the shares
subsequent to exercise is long or short-term capital gain to the optionee
depending on the optionee's holding period for the shares. However, if the sale
is for a price less than the value of the shares on the date of exercise, the
optionee might recognize ordinary income only to the extent the sales price
exceeded the option price. In either case, the company is entitled to a
deduction to the extent of ordinary income recognized by the optionee.
Nonqualified Stock Options. Generally, when an optionee exercises a
nonqualified stock option, the optionee recognizes income in the amount of the
aggregate market price of the shares received upon exercise less the aggregate
amount paid for those shares, and the company may deduct as an expense the
amount of income so recognized by the optionee. The holding period of the
acquired shares begins upon the exercise of the option, and the optionee's basis
in the shares is equal to the market price of the acquired shares on the date of
exercise.
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Initial Option Grants
Upon receipt of regulatory approval of the stock incentive plan, we
intend to make the stock option grants reflected on the following table. Each of
these option grants will include the following features:
o An exercise period of ten years
o A 10-year vesting term (based on March 21, 2000, the date the
plan was adopted)
o Restrictions on transferability
An exercise price of $10.00 per share
o A provision allowing the OCC
o and the FDIC to require the optionee to exercise or forfeit the
option if Greenville First Bank's capital falls below the regulatory
o minimum requirements
<TABLE>
<CAPTION>
New Plan Benefits
Greenville First Bancshares, Inc. 2000 Stock Incentive Plan
Securities
Underlying
Name And Position Dollar Value ($) Options
----------------- ---------------- --------------
<S> <C> <C>
R. Arthur Seaver, Jr., President and Chief Executive Officer... $575,000 57,500
Executive Group................................................ $200,000 20,000
Non-Executive Director Group................................... -- --
Non-Executive Officer Employee Group........................... $180,000 18,000
</TABLE>
Shareholder Approval Required
The affirmative vote of the holders of a majority of the votes entitled
to be cast at the meeting is required for approval of the plan. Because
directors will receive options under the plan, the directors of the company have
a personal interest in seeing the plan approved.
The Board of Directors recommends a vote for approval of the 2000
Stock Incentive Plan.
Compensation of Directors and Executive Officers
Summary of Cash and Certain Other Compensation
The following table shows the cash compensation we paid to our chief
executive officer and president for the year ended 1999. None of our other
executive officers earned total annual compensation, including salary and bonus,
in excess of $100,000 in 1999.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
---------------------------------- ----------------------
Other Annual Number of Securities
Name and Principal Position Year Salary Bonus Compensation Underlying Options
- --------------------------- ---- ------ ----- ------------ ------------------
<S> <C> <C> <C> <C> <C>
R. Arthur Seaver 1999 $108,019 --- $ -0- ---
President and Chief Executive
Officer
</TABLE>
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Employment Agreements
We have entered into an employment agreement with Art Seaver for a
three-year term, pursuant to which he serves as the president, the chief
executive officer, and a director of both our company and our subsidiary bank.
Mr. Seaver will be paid an initial salary of $123,000, plus his yearly medical
insurance premium. He also will receive an annual increase in his salary equal
to the previous year's salary times the increase in the Consumer Price Index
during the previous year. The board of directors may increase Mr. Seaver's
salary above this level, but not below it. He is entitled to receive a bonus of
$10,000 upon the opening of the bank and will be eligible to receive an annual
bonus of up to 5% of the net pre-tax income of our bank, if the bank meets
performance goals set by the board. He will be eligible to participate in any
management incentive program of the bank or any long-term equity incentive
program and will be eligible for grants of stock options and other awards
thereunder. Upon approval of our stock incentive plan by our regulators, Mr.
Seaver will be granted options to purchase a number of shares of common stock
equal to 5% of the number of shares sold in this offering, or 57,500 shares.
These options will vest over a five-year period and will have a term of ten
years. Additionally, Mr. Seaver will participate in the bank's retirement,
welfare, and other benefit programs and is entitled to a life insurance policy
and an accident liability policy and reimbursement for automobile expenses, club
dues, and travel and business expenses.
Mr. Seaver's employment agreement also provides that following
termination of his employment and for a period of 12 months thereafter, he may
not (a) compete with the company, the bank, or any of its affiliates by,
directly or indirectly, forming, serving as an organizer, director or officer
of, or consultant to, or acquiring or maintaining more than 1% passive
investment in, a depository financial institution or holding company thereof if
such depository institution or holding company has one or more offices or
branches within radius of thirty miles from the main office of the company or
any branch office of the company, (b) solicit major customers of the bank for
the purpose of providing financial services, or (c) solicit employees of the
bank for employment. If Mr. Seaver terminates his employment for good cause as
that term is defined in the employment agreement or if he is terminated
following a change in control of Greenville First Bancshares as defined in the
agreement, he will be entitled to severance compensation of his then current
monthly salary for a period of 12 months, plus accrued bonus, and all
outstanding options and incentives shall vest immediately.
Director Compensation
We intend to pay each of our eight outside directors $200 for each
meeting they attend and $50 for each committee meeting they attend. During the
first year we expect to have 12 board meetings. We expect seven outside
directors to attend each meeting for total directors' fees for the year of
$19,200. We also expect to hold 24 committee meeting for total fees for the year
of $4,800.
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Security Ownership of Certain
Beneficial Owners and Management
General
The following table shows how much common stock in the company is owned
by the directors, certain executive officers, and owners of more than 5% of the
outstanding common stock, as of March 15, 2000. In addition, each organizer
received a warrant to purchase one share of common stock at a purchase price of
$10.00 per share for every two shares purchased by that organizer in the
offering, or 129,950 shares. The warrants, which will be represented by separate
warrant agreements, will vest over a three year period beginning one year from
the date of completion of the offering and will be exercisable in whole or in
part during the ten year period following that date.
Name Number of Percentage of
------ Shares Beneficial
Owned(1) Ownership
---------- --------------
James M. Austin, III 7,000 0.61%
Andrew B. Cajka, Jr. 10,000 0.87%
Mark A. Cothran 30,000 2.61%
Leighton M. Cubbage 80,000 6.96%
Fred Gilmer, Jr. 17,300 1.50%
Tecumseh Hooper, Jr. 15,000 1.30%
Rudolph G. Johnstone, III 10,600 0.92%
Keith J. Marrero 5,000 0.43%
James B. Orders, III 20,000 1.74%
R. Arthur Seaver, Jr. 12,000 1.04%
William B. Sturgis 60,000 5.22%
All directors and executive officers 268,400 23.34%
as a group (12 persons)
- ----------------------------------------
(1) Includes shares for which the named person:
o has sole voting and investment power,
o has shared voting and investment power with a spouse or other person,
or
o holds in an IRA or other retirement plan program, unless otherwise
indicated in these footnotes.
Does not include shares that may be acquired by exercising options or warrants
because no options or warrant are exercisable within the next 60 days.
Meetings and Committees of the Board of Directors
During the year ended December 31, 1999, the Board of Directors of the
company held 7 meetings and the Board of Directors of the bank, held 1 meeting.
All of the directors of the company and the bank attended at least 75% of the
aggregate of such board meetings and the meetings of each committee on which
they served, except for Tecumseh Hooper, Jr.
The company's Board of Directors has appointed three committees,
including an audit, personnel, and finance committee. The audit committee is
composed of Mr. Cajka, Mr. Hooper, Mr. Marrero, Mr. Sturgis, and Mr. Cubbage.
The audit committee did not meet in 1999. The audit committee has the
responsibility of reviewing internal audit and compliance reports, evaluating
internal accounting controls, reviewing reports of regulatory authorities, and
determining that all audits and examinations required by law are performed. The
committee recommends to the Board the appointment of the independent auditors
for the next fiscal year, reviews
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and approves the auditor's audit plans, and reviews with the independent
auditors the results of the audit and management's responses. The audit
committee is responsible for overseeing the entire audit function and appraising
the effectiveness of internal and external audit efforts. The audit committee
reports its findings to the Board of Directors.
The personnel committee is composed of Mr. Sturgis, Mr. Cothran, Dr.
Johnstone, Mr. Seaver, and Mr. Marrero. The personnel committee met two times in
1999. The personnel committee has the responsibility of approving the
compensation plan for the entire bank and specific compensation for all
executive officers. The personnel committee reviews all benefit plans and
annually reviews the performance of the CEO.
The finance committee is composed of Mr. Orders, Mr. Cajka, Mr.
Cothran, Mr. Gilmer, Mr. Hooper, Mr. Seaver, and Dr. Johnstone. The finance
committee has the responsibility of reviewing the loan policy, investment
policy, and the bank's asset/liability structure.
The company does not have a nominating committee or a committee serving
a similar function.
Certain Relationships and Related Transactions
Interests of Management and Others in Certain Transactions
We enter into banking and other transactions in the ordinary course of
business with our directors and officers of the company and the bank and their
affiliates. It is our policy that these transactions be on substantially the
same terms (including price, or interest rates and collateral) as those
prevailing at the time for comparable transactions with unrelated parties. We do
not expect these transactions to involve more than the normal risk of
collectibility nor present other unfavorable features to us. Loans to individual
directors and officers must also comply with our bank's lending policies and
statutory lending limits, and directors with a personal interest in any loan
application are excluded from the consideration of the loan application. We
intend for all of our transactions with our affiliates to be on terms no less
favorable to the us than could be obtained from an unaffiliated third party and
to be approved by a majority of disinterested directors.
Lease and Construction of Main Office
We expect to lease our bank's main facility from Halton Properties, LLC
for a term of 20 years at an initial rental rate of approximately $25,000 per
month. Mark A. Cothran, one of our directors, is a 50% owner of Halton
Properties, LLC. One of our other directors, Keith J. Marrero, is an architect
and is designing the facility. Mr. Marrero will be paid approximately $70,000
for his architectural services. Halton Properties, LLC is purchasing the land
and building the bank facility on the land to our specifications. We expect to
complete construction of our main facility by fourth quarter, at which time we
will begin to pay rent in the amount of approximately $25,000 per month. Prior
to completion of the permanent bank facility, we will lease a modular bank
facility on a month to month basis for an initial payment of $13,050 and a
monthly lease rate of $5,880. The modular facility will be located on the same
site as out future main office, and we will pay $500 in rent to Halton
Properties, LLC for the use of this site prior to completion of the main office.
We have conducted two separate appraisals of the lease and the property, which
includes Mr. Marrero's architectural services, to ensure that the terms of the
proposed lease are on substantially the same terms as those prevailing at the
time for comparable transactions with unrelated parties.
12
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Compliance with Section 16(a) of the Securities Exchange Act of 1934
As required by Section 16(a) of the Securities Exchange Act of 1934,
our directors, and executive officers and certain other individuals are required
to report periodically their ownership of our common stock and any changes in
ownership to the SEC. Based on a review of Forms 3, 4, and 5 and any
representations made to us, it appears that all such reports for these persons
were filed in a timely fashion during 1999.
Independent Auditors
We have selected the firm of Elliot, Davis & Company LLP to serve as
independent auditors to the company for the year ended December 31, 2000.
Shareholder Proposals for the 2001 Annual Meeting of Shareholders
If shareholders wish a proposal to be included in our proxy statement
and form of proxy relating to the 2001 annual meeting, they must deliver a
written copy of their proposal to our principal executive offices no later than
November 30, 2000. To ensure prompt receipt by the company, the proposal should
be sent certified mail, return receipt requested. Proposals must comply with our
bylaws relating to shareholder proposals in order to be included in our proxy
materials.
April 6, 2000
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PROXY SOLICITED FOR ANNUAL MEETING
OF SHAREHOLDERS OF
GREENVILLE FIRST BANCSHARES, INC.
to be held on May 11, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints James B. Orders, and R.
Arthur Seaver, Jr. and each of them, his or her true and lawful agents and
proxies with full power of substitution in each, to represent and vote, as
indicated below, all of the shares of common stock of Greenville First
Bancshares, Inc. that the undersigned would be entitled to vote at the Annual
Meeting of Shareholders of the company to be held at the Poinsett Club in
Greenville, South Carolina, at 4:30 p.m. local time, and at any adjournment,
upon the matters described in the accompanying Notice of Annual Meeting of
Shareholders and Proxy Statement, receipt of which is acknowledged. These
proxies are directed to vote on the matters described in the Notice of Annual
Meeting of Shareholders and Proxy Statement as follows:
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: (i) "for" Proposal No. 1 to elect the four identified Class
I directors to serve on the Board of Directors for three-year terms and
(ii)"for" Proposal No. 2 to approve the 2000 Stock Incentive Plan.
1. PROPOSAL to elect the four identified Class I directors to serve for
three year terms Class I:
Mark A. Cothran
Rudolph G. Johnstone, III, M.D.
Keith J. Marrero
R. Arthur Seaver, Jr.
|_| FOR all nominees |_| WITHHOLD AUTHORITY
listed (except as marked to to vote for all nominees
the contrary)
(INSTRUCTION: To withhold authority to vote for any individual nominee(s), write
that nominees name(s) in the space provided below).
2. PROPOSAL to approve the 2000 Stock Incentive Plan.
|_| FOR |_| AGAINST |_| ABSTAIN
Dated: , 2000
------------------------
- ---------------------------------- ----------------------------------
Signature of Shareholder(s) Signature of Shareholder(s)
- ---------------------------------- ----------------------------------
Please print name clearly Please print name clearly
Please sign exactly as name or names appear on your stock certificate. Where
more than one owner is shown on your stock certificate, each owner should sign.
Persons signing in a fiduciary or representative capacity shall give full title.
If a corporation, please sign in full corporate name by authorized officer. If a
partnership, please sign in partnership name by authorized person.
