<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. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DEPOSIT GUARANTY CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
DEPOSIT GUARANTY CORP.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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 transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / 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:
- --------------------------------------------------------------------------------
- ---------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE> 2
DEPOSIT GUARANTY CORP.
P.O. BOX 730
JACKSON, MISSISSIPPI 39205
NOTICE OF ANNUAL STOCKHOLDERS' MEETING
TO THE STOCKHOLDERS OF
DEPOSIT GUARANTY CORP.:
Notice is hereby given that, pursuant to call of its Directors and in
compliance with its Bylaws, the regular annual meeting of stockholders of
DEPOSIT GUARANTY CORP. will be held in the lobby of Deposit Guaranty National
Bank, Second Floor, Deposit Guaranty Plaza, Jackson, Mississippi, on Tuesday,
April 19, 1994, at 2:30 p.m., local time, for the purpose of considering and
voting upon the following matters:
1. Election of the five (5) persons listed in the Proxy Statement
dated March 21, 1994, accompanying this notice as Directors of
Deposit Guaranty Corp.
2. Whatever other matters may be brought before the meeting or
any adjournment(s) thereof. Management knows of no other
matters that may properly be, or which are likely to be,
brought before the meeting.
Only those stockholders of record at the close of business on February
25, 1994, shall be entitled to notice of and to vote at this meeting. We urge
you to sign and return the enclosed Proxy as soon as possible, whether or not
you plan to attend the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ E. B. ROBINSON, JR.
------------------------------------
Chairman and Chief Executive Officer
Dated and Mailed at
Jackson, Mississippi
on or about March 21, 1994
Enclosures: 1. Proxy
2. Business Reply Envelope
3. Annual Report
<PAGE> 3
(THIS PAGE INTENTIONALLY LEFT BLANK.)
<PAGE> 4
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
OF
DEPOSIT GUARANTY CORP.
TO BE HELD APRIL 19, 1994
This Proxy Statement is furnished to stockholders of Deposit Guaranty
Corp. (the "Company") in connection with the solicitation by the Board of
Directors of proxies to be voted at the Annual Meeting of Stockholders to be
held in the lobby of Deposit Guaranty National Bank, Second Floor, Deposit
Guaranty Plaza, Jackson, Mississippi, on Tuesday, April 19, 1994, at 2:30 p.m.,
local time, or any adjournment(s) thereof, for the purpose of considering and
voting upon the matters set out in the foregoing Notice of Annual Stockholders'
Meeting. The approximate date on which this Proxy Statement and form of proxy
are first being sent or given to shareholders is March 21, 1994.
Only those stockholders of record on the books of the Company at the
close of business on February 25, 1994, shall be entitled to notice of and to
vote at the meeting. On that date, the Company had outstanding of record
17,663,124 shares of common stock. Each share is entitled to one (1) vote. In
the election of Directors, each stockholder has cumulative voting rights, so
that a stockholder may vote the number of shares owned by him for as many
persons as there are Directors to be elected, or he may multiply the number of
shares by the number of Directors to be elected and allocate the resulting
votes to one or any number of candidates. For example, if the number of
Directors to be elected is five (5), a stockholder owning ten (10) shares may
cast ten (10) votes for each of five (5) nominees, or cast fifty (50) votes for
one (1) nominee, or allocate the fifty (50) votes among several nominees.
The cost of soliciting proxies from stockholders will be borne by the
Company. The initial solicitation will be by mail. Thereafter, proxies may be
solicited by Directors, officers and regular employees of the Company, by means
of telephone, telegraph or personal contact, but without additional
compensation therefor. The Company will reimburse brokers and other persons
holding shares as nominees for their reasonable expenses in sending proxy
soliciting material to the beneficial owners.
Shares of common stock represented by properly executed proxies,
unless previously revoked, will be voted at the meeting in accordance with the
instructions thereon. If no direction is indicated, such shares will be voted
FOR each nominee and at the discretion of the persons named in the relevant
proxy in connection with any other business that may properly come before the
meeting. A proxy may be revoked by a stockholder at any time prior to the
exercise thereof by filing with the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date. A proxy shall be
suspended if the stockholder is present and elects to vote in person.
The 1993 Annual Report to stockholders of the Company, including
audited financial statements of the Company, is enclosed for the information of
the stockholders. The Annual Report and financial statements are not a part of
the proxy soliciting material.
ELECTION OF DIRECTORS
Mississippi law and the Company's Bylaws grant the Board of Directors
authority to establish the size of the Board of Directors. From 1990 through
1992, the Board of Directors of the Company was divided into three (3) classes
- - Class A, Class B, and Class C - each consisting of four (4) Directors. At the
1993 Annual Meeting, the Board of Directors reduced the number of Class A
Directors from four (4) to three (3). At the 1994 Annual Meeting, the Board of
Directors will return the number of Class A Directors from three (3) to four
(4).
The term of the present Class B Directors expires at the 1994 Annual
Meeting. The term of the Class C Directors will expire at the 1995 Annual
Meeting and the term of the Class A Directors will expire at the 1996 Annual
Meeting. At the 1994 Annual Meeting Class B Directors will be elected for a
three-year term and one (1) Class A Director will be elected for a two-year
term.
The Board of Directors has nominated W. Henry Holman, Jr., Richard D.
McRae, Jr., E. B. Robinson, Jr., and J. Kelley Williams for election as Class B
Directors to serve until the 1997 Annual Meeting. W. Henry Holman, Jr., Richard
D. McRae, Jr., E. B. Robinson, Jr., and J. Kelley Williams are currently
serving as Class B Directors.
The Board of Directors has nominated Richard H. Bremer for election as
a Class A Director to serve until the 1996 Annual Meeting.
Unless authority is expressly withheld, the proxy holders will vote
the proxies received by them for the four (4) nominees for Class B Directors
and the one (1) nominee for Class A Director as listed above, reserving the
right, however, to cumulate their votes and distribute them among the nominees,
in their discretion. Although each nominee has consented to being named in this
Proxy Statement and to serve if elected, if any nominee should prior to the
Annual Meeting decline or become unable to serve as a Director, the proxies
will be voted by the proxy holders for such other persons as may be designated
by the present Board of Directors. The following table provides certain
information about the nominees and the other present Directors of the Company.
During 1993, the Company's Board of Directors had eleven (11) meetings. No
incumbent Director attended less than seventy-five percent (75%) of the total
number of meetings of the Board of Directors or committees upon which he served
except for Michael B. Bemis, who attended sixty-nine percent (69%) and Steven
C. Walker, who attended seventy-three percent (73%).
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE ELECTION OF ALL THE NOMINEES.
1
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTORSHIPS
POSITIONS & OFFICES WITH COMPANY OR DIRECTOR OF HELD IN OTHER
DIRECTORS PRINCIPAL OCCUPATIONS AND EMPLOYMENT(1) COMPANY AGE COMPANIES(2)
- --------- --------------------------------------- ---------- --- -------------
<S> <C> <C> <C> <C>
NOMINEES:
W. Henry Holman, Jr. Chairman of the Board and Chief 1968 to 63 Capitol Street
(Class B) Executive Officer, Jitney Jungle Stores present Corporation
of America, Inc. (Retail grocery chain)
Richard D. McRae, Jr. President, McRae's Inc. (Retail 1992 to 46
(Class B) department store) present
E. B. Robinson, Jr. Chairman of the Board and Chief 1981 to 52 Mississippi Power &
(Class B) Executive Officer of the Company and present Light Company
Deposit Guaranty National Bank
J. Kelley Williams President, First Mississippi Corporation 1975 to 59 First Mississippi
(Class B) (Fertilizers, industrial chemicals, present Corporation
energy and technology-based ventures)
Richard H. Bremer President and Chief Executive Officer, N/A 45 Southwestern
(Class A) Southwestern Electric Power Co.; Electric Power Co.
Vice-President, Operations, Southwestern
Electric Power Co.
CONTINUING DIRECTORS:
Howard L. McMillan, Jr. President and Chief Operating Officer of the 1984 to 55
(Class A) Company and Deposit Guaranty National Bank present
John N. Palmer Chairman and Chief Executive Officer, 1985 to 59 Mississippi Power &
(Class A) Mobile Telecommunications Technologies April, 1986; Light Co.; Mobile
Corp. (Telecommunications) April, 1987 Telecommunication
to present Technologies Corp.;
Entergy Corporation
Steven C. Walker President and Chief Executive Officer, 1992 to 44
(Class A) Commercial National Bank present
Michael B. Bemis Executive Vice President, Customer 1992 to 46 Arkansas Power &
(Class C) Service, Entergy Corp.; President and Present Light Co.; Louisiana
Chief Operating Officer, Louisiana Power Power & Light Co.;
& Light Co. (Utility) 1/92 to 10/92; New Orleans Public
President and Chief Operating Officer, Service Inc.;
Mississippi Power & Light Co. 1989 to Mississippi Power &
1991 (Utility); Executive Vice President, Light Co.
Arkansas Power & Light Co. 1982 to 1988
(Utility)
Warren A. Hood, Jr. Chairman of the Board, Hood Industries, 1990 to 42
(Class C) Inc. (Manufacturing of building and present
forest products)
Charles L. Irby President, Irby Construction Company 1989 to 39
(Class C) (Powerline contractor); Vice-President, present
Stuart C. Irby Co. (Wholesale electrical
supplier)
W. R. Newman, III President, J. A. Bentley Lumber Company; 1972 to 54
(Class C) Vice President, 1989 to 1990 and present
Director, 1989 to Present, Pacific
Coast Paging, Inc. (Paging and answering
service, southern California); President
and Director, ManuTech, Inc. 1988 to 1990
(Manufacturer of gas logs)
</TABLE>
(1) Each nominee has been in an executive capacity with the firm or
company indicated for at least the past five years, except as
otherwise indicated.
(2) Indicates other directorships held in any company with a class of
securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934 or subject to the requirements of Section 15(d)
of that Act or any company registered as an investment company under
the Investment Company Act of 1940.
2
<PAGE> 6
PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table shows the persons that are the beneficial owners
of more than five percent (5%) of the Company's common stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE OF
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
------------------- ----------------------- -------------
<S> <C> <C>
Irby Family and 1,119,940(1) 6.34%(1)
Affiliated Interests
815 S. State Street
Jackson, MS 39207
Deposit Guaranty 1,230,918(2) 6.97%(2)
National Bank
P.O. Box 1200
Jackson, MS 39205
</TABLE>
(1) This information is as of February 25, 1994. Includes 1,112,340
shares as to which Charles Irby, Stuart C. Irby, Jr., and Stuart M. Irby share
voting and investment power which are held by Irby Construction Company
(1,005,636 shares), the Stuart C. Irby Co. Profit Sharing Trust Fund (15,892
shares), the Irby Construction Co. Profit Sharing Trust Fund (53,776 shares),
and the Elizabeth M. Irby Foundation (37,036 shares). Also includes 4,200
shares held by Charles Irby and 3,400 shares held by Stuart C. Irby, Jr.
(2) This information is as of December 31, 1993. On that date, in
its capacity as trustee, the Bank had sole voting power with respect to 933,901
shares of Company common stock and shared voting power with respect to 253,543
shares of Company common stock. In addition, it had sole investment power with
respect to 893,779 shares of Company common stock and shared investment power
with respect to 48,344 shares of Company common stock. E. B. Robinson, Jr., and
Howard L. McMillan, Jr., are members of the Trust Policy and Investment
Committee of Deposit Guaranty National Bank and in such capacity share voting
or investment power with other members of this committee with respect to
certain shares of Company common stock held by Deposit Guaranty National Bank
as trustee. The other members of the Trust Policy and Investment Committee are
Thomas M. Hontzas, W. Murray Pate, William G. McDermott, William H. Mounger,
Jr. and Gerald L. White, who are officers of Deposit Guaranty National Bank,
David H. Nordyke, who is an officer of Commercial National Bank, and William R.
James, who is a Deposit Guaranty National Bank Board Member.
The following table shows the number of shares of the Company's common
stock beneficially owned by each Director, nominee for Director, the CEO, the
Company's four most highly compensated officers other than the CEO
(collectively the "Named Executive Officers") and by all Directors, nominees,
and executive officers as a group, as of February 25, 1994. Except as otherwise
indicated, each Director has sole voting and investment power with respect to
the shares shown on the table. The amounts shown in the table do not include
beneficial ownership of certain shares held by Deposit Guaranty National Bank
as trustee, with respect to which E. B. Robinson, Jr., Howard L. McMillan, Jr.
and certain other officers may be deemed to have shared voting or investment
power as described in the above paragraph, except that shares with respect to
which Directors or officers have beneficial ownership in their individual
capacities as participants in the Company's Employee Stock Purchase Plan are
included.
<TABLE>
<CAPTION>
DIRECTORS, NOMINEES AND AMOUNT AND NATURE OF PERCENTAGE
NAMED EXECUTIVE OFFICERS BENEFICIAL OWNERSHIP OF CLASS
------------------------ -------------------- ----------
<S> <C> <C>
Michael B. Bemis 2,844 (1)
Richard H. Bremer 200
W. Henry Holman, Jr. 92,572 (2)
Warren A. Hood, Jr. 20,000
Charles L. Irby 1,116,540 (3) 6.32%
James S. Lenoir 55,390 (4)
Arlen L. McDonald 9,690 (5)
Howard L. McMillan, Jr. 80,423 (6)
Richard D. McRae, Jr. 79,544 (7)
W. R. Newman, III 28,218
John N. Palmer 33,532
E. B. Robinson, Jr. 147,305 (8)
Steven C. Walker 25,745 (9)
J. Kelley Williams 6,132
21 Directors, and 2,090,447 (10) 11.59%
Executive Officers as a Group
</TABLE>
1. Mr. Bemis shares voting and investment power with respect to
1,304 shares with his wife.
2. Mr. Holman shares voting and investment power with respect to
3,072 shares with his wife.
3. Mr. Charles L. Irby shares voting power with respect to
1,112,340 shares with Mr. Stuart C. Irby, Jr. and Mr. Stuart
M. Irby.
3
<PAGE> 7
4. The amount shown includes 31,900 shares which Mr. Lenoir has
the right to acquire through exercise of options granted under the Company's
incentive plan.
5. Mr. McDonald has shared voting and investment power with
respect to 200 shares held by his wife. The amount shown includes 8,500 shares
which Mr. McDonald has the right to acquire through exercise of options granted
under the Company's incentive plan.
6. Mr. McMillan has shared voting and investment power with
respect to 19,534 shares held by his wife or jointly with his wife. The amount
shown includes 45,300 shares which Mr. McMillan has the right to acquire
through exercise of options granted under the Company's incentive plan.
7. Mr. McRae has shared voting and investment power with respect
to 65,740 shares which are held by McRae Foundation, Inc.
8. Mr. Robinson has shared voting power with respect to 30,496
shares held by family members. The amount shown also includes 59,000 shares
which Mr. Robinson has the right to acquire through exercise of options granted
under the Company's incentive plan.
9. The amount shown includes 25,000 shares which Mr. Walker has
the right to acquire through exercise of options.
10. The amount shown includes 377,054 shares which executive
officers have the right to acquire through exercise of options granted under
the Company's incentive plan.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock. Executive officers and directors are required by
Securities and Exchange Commission regulation to furnish the Company with
copies of all Section 16(a) forms they file. To the Company's knowledge, based
solely on a review of the copies of such reports furnished to the Company and
written representations that no other reports were required, during the fiscal
year ended December 31, 1993 all Section 16(a) filing requirements applicable
to the Company's executive officers and directors were complied with.
EXECUTIVE COMPENSATION
There is shown below information concerning the annual and long term
compensation for services in all capacities to the Company for the years ended
1993, 1992 and 1991 of the Named Executive Officers:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
AWARDS (2) PAYOUTS
Name Other
and Annual Restricted Securities LTIP All Other
Principal Compensation Stock Underlying Payouts Compensation
Position Year Salary ($) Bonus($) ($)(1)(3) Award(s) Options(#) $ (1)(4)
--------- ---- ---------- -------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
E. B. Robinson, Jr. 1993 364,064 413,820 3,564 17,000 18,641
Chairman of the 1992 344,197 257,400 7,407 24,000 43,527
Board & Chief 1991 269,903 190,573 17,000
Executive Officer
of the Company &
Deposit Guaranty
National Bank
Howard L. McMillan, Jr. 1993 249,000 225,720 2,063 8,100 11,150
President & Chief 1992 236,667 140,400 8,843 12,000 23,870
Operating Officer of 1991 216,667 122,328 9,600
the Company and
Deposit Guaranty
National Bank
Steven C. Walker 1993 207,590 104,545 300 7,000 12,164
President & Chief 1992 197,908 88,039 5,148 10,000 15,349
Executive Officer 1991 184,167 82,467 4,000
of Commercial
National Bank
James S. Lenoir 1993 151,475 122,056 -0- 3,500 7,103
Executive Vice 1992 142,666 75,920 6,503 5,000 6,883
President & 1991 125,000 62,244 4,000
Chief Credit
Officer of the
Company & Deposit
Guaranty National
Bank
Arlen L. McDonald 1993 132,800 107,008 600 3,500 6,244
Executive Vice President 1992 126,333 66,560 6,897 5,000 13,878
& Chief Financial 1991 116,500 58,315 4,000
Officer of the Company
& Deposit Guaranty
National Bank
</TABLE>
(Footnotes on the following page)
4
<PAGE> 8
(1) Amounts of other annual compensation and all other
compensation are excluded for 1991 as permitted under the transitional rules
for the SEC regulations on executive compensation disclosure adopted in 1992.
(2) Although the Company's incentive plan permits grants of
Incentive Stock Options, Restricted Stock Awards and SARs, no grants of these
incentives have been made. All stock option and price information are post-1992
stock split equivalents.
(3) "Other Annual Compensation" consists of stock purchase plan
matching funds.
(4) "All Other Compensation" for 1993 consists of:
<TABLE>
<CAPTION>
COMPANY ABOVE MARKET EARNINGS
CONTRIBUTION ON DEFERRED
TO THE 401K PLAN COMPENSATION TOTAL
---------------- --------------------- -----
<S> <C> <C> <C>
Robinson $7,470 $11,171 $18,641
McMillan 8,600 2,550 11,150
Walker 8,649 3,515 12,164
Lenoir 3,387 3,716 7,103
McDonald 4,646 1,598 6,244
</TABLE>
OPTION GRANTS
Shown below is information on grants of stock options pursuant to the
Company's incentive plan during 1993 to the Named Executive Officers which are
reflected in the Summary Compensation Table. No SARs were granted under that
Plan in 1993.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------
NUMBER OF
SECURITIES POTENTIAL REALIZABLE VALUE
UNDERLYING % OF TOTAL AT ASSUMED ANNUAL RATES
OPTIONS OPTIONS GRANTED EXERCISE OF STOCK PRICE APPRECIATION
GRANTED TO EMPLOYEES PRICE (1)(2) EXPIRATION FOR OPTION TERM (3)
NAME IN 1993(#) IN 1993 ($/PER SHARE) DATE 5.0%($) 10.0%($)
---- ---------- ---------- -------------- ----------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
E. B. Robinson, Jr. 17,000 24.1% 27.25 15-Jun-03 282,819 738,301
Howard L.
McMillan, Jr. 8,100 11.5% 27.25 15-Jun-03 134,755 351,779
Steven C. Walker 7,000 9.9% 27.25 15-Jun-03 116,455 304,006
James S. Lenoir 3,500 5.0% 27.25 15-Jun-03 58,227 152,003
Arlen L. McDonald 3,500 5.0% 27.25 15-Jun-03 58,227 152,003
</TABLE>
(1) Exercise price was equal to the closing price on the NASDAQ on
the date of the grant.
(2) All stock options granted in 1993 are exercisable six months
after the grant of the option.
(3) The valuation of the stock grants at 5% and 10% appreciation
rates are solely to comply with Securities and Exchange Commission Regulations
and are not intended to imply future value of Company Stock.
OPTION EXERCISES AND YEAR END VALUES
The following table provides information as to the options exercised
during 1993, and the unexercised options to purchase the Company's common stock
previously granted to the Named Executive Officers and held by them at the end
of 1993.
OPTIONS EXERCISED IN 1993 AND YEAR END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SHARES ACQUIRED SECURITIES UNDERLYING VALUE OF UNEXERCISED
ON EXERCISE VALUE UNEXERCISED OPTIONS IN THE MONEY OPTIONS
NAME IN 1993(#) REALIZED($) AT YEAR END(#)(2) AT YEAR END($)(1)(2)
---- --------------- ----------- --------------------- --------------------
<S> <C> <C> <C> <C>
E. B. Robinson, Jr. 36,400 400,400 59,000 439,875
Howard L. McMillan, Jr. 0 0 45,300 336,075
Steven C. Walker 0 0 25,000 209,500
James S. Lenoir 0 0 31,900 313,475
Arlen L. McDonald 10,000 107,500 8,500 48,250
</TABLE>
(Footnotes on the following page)
5
<PAGE> 9
All stock option and price information are post-split equivalents.
(1) Based on the closing price on the NASDAQ system ($28.00) on
December 31, 1993.
(2) All stock options granted prior to 1993 were exercisable upon
the grant of the option. All stock options granted in 1993 are exercisable six
months after the date of grant.
RETIREMENT INCOME PLAN. Under its Retirement Income Plan, the Company
offers retirement income benefits to employees of the Company and its
subsidiaries who are twenty-one (21) years of age, have been employed for one
year and have completed one thousand (1,000) hours of service. Benefits payable
under the plan are based upon the five year average base salary of the
participant, which does not include payments under any benefit program or
bonuses, and the participant's credited years of service. Base salary in 1993
for the individuals named in the Summary Compensation Table was as follows: E.
B. Robinson, Jr. ($364,064); Howard L. McMillan, Jr. ($249,000); Steven C.
Walker ($207,590); James S. Lenoir ($151,475); Arlen L. McDonald ($132,800).
Normal retirement age under the plan is sixty-two (62), but participants may
elect an early or a postponed retirement date, in which case benefits are
adjusted. Contributions to the plan made by the Company or its subsidiaries are
determined actuarially.
The following table indicates the estimated annual benefits payable to
persons in specified classifications upon retirement at age sixty-two (62),
assuming the highest salary earning years are during the five (5) years prior
to retirement. Amounts shown are not subject to offset for social security or
other items. Amounts shown are computed on a life-only option basis.
<TABLE>
<CAPTION>
CREDITED YEARS OF SERVICE
-------------------------
FIVE YEARS AVERAGE
BASE SALARY 15 20 25 30 35 40
------------------ ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$ 50,000 $10,476 $13,980 $17,472 $20,964 $24,456 $27,384
100,000 23,004 30,672 38,340 46,008 53,676 59,532
150,000 35,532 47,376 59,220 71,064 82,908 91,680
200,000 35,532 47,376 59,220 71,064 82,908 91,680
250,000 35,532 47,376 59,220 71,064 82,908 91,680
300,000 35,532 47,376 59,220 71,064 82,908 91,680
350,000 35,532 47,376 59,220 71,064 82,908 91,680
400,000 35,532 47,376 59,220 71,064 82,908 91,680
450,000 35,532 47,376 59,220 71,064 82,908 91,680
</TABLE>
Credited years of service upon retirement for the individuals named
above are anticipated to be as follows: E. B. Robinson, Jr. (36); Howard L.
McMillan, Jr. (37); Steven C. Walker (25); James S. Lenoir (40); Arlen L.
McDonald (42).
DIRECTOR COMPENSATION. Non-officer Directors receive an annual
retainer fee of $2,000, $300 for each board meeting attended, and $200 for
attendance at each meeting of any committees on which they serve.
COMPENSATION COMMITTEE REPORT
TO THE BOARD OF DIRECTORS:
EXECUTIVE COMPENSATION PHILOSOPHY
It is the philosophy of the Company's Compensation Committee of the
Board to provide a total compensation package to the CEO and executive officers
which rewards strong corporate performance, provides incentives for long term
profitability and growth consistent with safety and soundness, and remains
competitive with other banks. The Committee uses a combination of base pay,
annual performance awards, and long term incentives in achieving its
philosophy. These compensation factors are reviewed in the first quarter of
each year. The plans, the 1993 plan-related decisions, and supporting
rationales are outlined below.
BASE COMPENSATION
The base pay of the Chief Executive Officer and other executives is
established to limit fixed salary costs by targeting base pay to 10% below the
peer market average of base compensation. The peer group is comprised of 10
bank holding companies in Mississippi and adjoining states with markets and
asset levels similar to the Company (the "Peer Group"). Two of these bank
holding companies are in the KBW 50 index and all are included in the NASDAQ
market index reflected in the Shareholder Return Performance Graph below.
The Executive Variable Pay Plan provides the officers the opportunity
to earn an additional variable amount which would target their annual direct
compensation to exceed the market average, if the Company's performance is
strong. This plan is detailed below. In 1993, Mr. Robinson and the other
officers addressed, excluding Mr. Walker, received increases in their base pay
to the 10% below market level to achieve consistency with the overall
compensation plan. Mr. Walker's salary was increased based upon market
considerations and a review of his 1992 job performance.
6
<PAGE> 10
EXECUTIVE VARIABLE PAY PLAN
The Executive Variable Pay Plan is designed to establish executive
compensation competitive with other banks, to provide for meaningful cash
awards, and to increase profitability and growth of the Company consistent with
other goals of the Company, its stockholders, and its employees. Selected
officers of the Company are eligible. Except for Mr. Walker, awards are based
primarily on the financial results of the Company as based on the Company's
return on equity ("ROE") relative to budgeted results and rank within the Peer
Group. At the beginning of each calendar year, the Compensation Committee
approves a payout matrix in which specific ROE and Peer Group rank results
determine a bonus award as a percent of base salary. Mr. Walker's variable pay
is based upon actual net income earned by Commercial National Bank for the year
relative to that year's targeted net income. The Compensation Committee of the
Board makes the final determination as to the computation of compensation paid
under the plan and the personnel included in the Variable Pay Plan.
In 1994, Mr. Robinson received variable pay of $413,820. This payout
was based upon the 1993 operating results of the Company, which exceeded
targeted ROE goals and ranked fourth within the Peer Group. Payouts for the
remaining four officers, excluding Mr. Walker, were based on the same
rationale. Mr. Walker's variable pay was based upon Commercial National Bank
earnings over 150% of its 1993 net income target.
STOCK-BASED LONG-TERM INCENTIVE PLAN
The purpose of the Plan is to attract and retain key executives of the
organization through long term incentives. The Board has made 955,000 shares of
Common Stock available for use in the Plan. Participation is limited to key
employees who are in a position to make significant contributions toward the
success of the organization as determined by the Board of Directors. In
awarding grants, the committee generally considers the base salary of each
officer, corporate performance in the prior year, and the amount of incentives
granted to other groups of executive officers in the Peer Group, as well as
individual and subjective factors. When option grants are made, the committee
reviews grants made to the executives in prior years.
DEDUCTION LIMITATION ON COMPENSATION
The Revenue Reconciliation Act of 1993 precludes a publicly-held
corporation from taking a deduction for executive compensation in excess of one
million dollars per executive officer. This provision is not expected to have
any impact on compensation decisions in 1994. The Compensation Committee will
monitor this issue and determine what actions, if any, should be taken by the
Company to preserve the deduction for compensation paid to executives.
This report was presented by the Compensation Committee:
Charles L. Irby, Chairman
W. R. Newman, III
J. Kelley Williams
Richard D. McRae, Jr.
7
<PAGE> 11
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total shareholder return on the Company's Common Stock
against the cumulative total return of the NASDAQ market index and the KBW 50
Total Return Index. The KBW 50 Index is prepared by Keefe, Bruyette & Woods,
Inc. and consists of 50 banks and bank holding companies for the period of five
years beginning in 1988.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG DEPOSIT GUARANTY CORP.,
NASDAQ MARKET INDEX AND KBW 50
{GRAPH}
ASSUMES $100 INVESTED ON JAN. 1, 1989
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1993
<TABLE>
<CAPTION>
TOTAL RETURN FOR THE YEAR
-------------------------
INDEX 1988 1989 1990 1991 1992 1993
----- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
DEPOSIT GUARANTY 100 90.06 70.29 128.41 210.25 225.16
NASDAQ MARKET 100 112.89 91.57 117.56 118.71 142.40
KBW 50 100 118.91 85.40 135.16 172.23 181.79
</TABLE>
OTHER TRANSACTIONS WITH MANAGEMENT
Through its subsidiary bank, the Company makes loans to its Directors
and principal officers of its subsidiaries, and to associates of these
Directors and principal officers. All such loans were made in the ordinary
course of business, and, at the time the loans were made, were on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons, and did not involve
more than normal risk of collectability or present other unfavorable features.
In December, 1987, the Company's subsidiary, Deposit Guaranty National
Bank, entered into an agreement with Jitney Jungle Stores of America, Inc.
giving Deposit Guaranty National Bank exclusive rights to place branches in
Jitney Jungle grocery stores. As consideration, Deposit Guaranty National Bank
has paid Jitney Jungle front-end fees, rental fees, and other payments
associated with the closing of certain locations. Through 1993 Jitney Jungle
Stores of America, Inc. has received approximately $1,102,100 in front-end
fees, rental fees, and other payments pursuant to this agreement. It is
anticipated that approximately $1,152,000 in additional rental fees will be
paid under the present arrangements. W. Henry Holman, Jr., who is a Director of
the Company, is chief executive officer of Jitney Jungle Stores of America,
Inc. and owns approximately 16% of the outstanding stock of Jitney Jungle
Stores of America, Inc.
8
<PAGE> 12
INDEPENDENT PUBLIC ACCOUNTANT
KPMG Peat Marwick were the independent accountants for the Company
during the most recently completed fiscal year and will serve as the
independent accountants for the Company during the current fiscal year.
Representatives of this firm will be present at the Annual Meeting and have an
opportunity to make statements if they so desire and are expected to be
available to respond to appropriate questions.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has a standing Compensation Committee which met seven (7)
times during 1993. Charles L. Irby serves as Chairman and other members are W.
R. Newman, III, J. Kelley Williams and Richard D. McRae, Jr. No member of the
Committee is a former or current officer or employee of the Company or any of
its subsidiaries. The Committee makes recommendations to the Board of Directors
with respect to the compensation of senior management and also with respect to
bonus payments under the Company's Key Executive Incentive Plan.
The Company has a standing Audit Committee of its Board of Directors
which met five (5) times during 1993. Presently, John N. Palmer serves as
Chairman and other members are Michael B. Bemis, W. R. Newman, III and W. Henry
Holman, Jr. The functions performed by this Committee include reviewing audit
plans, examination results of both independent and internal auditors and
management action relative to examination reports. The Committee also nominates
the independent auditors for selection each year by the Board of Directors,
verifies the independence of the independent auditors, reviews all services
provided by the independent auditors and reviews fees and fee arrangements with
the independent auditors.
The Company does not have a standing nominating committee. In 1993 a
Director Vacancy Study Committee made recommendations to the Board of Directors
concerning persons to be nominated by the Board of Directors for election as
Directors at the 1994 Annual Meeting. The Director Vacancy Study Committee
consisted of W. R. Newman, III, Chairman, and Charles L. Irby, Directors of the
Company and B. L. Chain and Harris B. Henley, who are Directors of the
Company's subsidiary, Deposit Guaranty National Bank.
The Company's Bylaws provide procedures that must be followed by a
shareholder who wishes to nominate candidates for election as a Director in
addition to those persons nominated by the Board of Directors. At least sixty
(60) days prior notice to the Secretary of the Company is required if a
shareholder intends to nominate an individual for election to the Board of
Directors. These Bylaw provisions also require information to be supplied about
both the shareholder making the nomination and the person nominated. In making
its nominations the Board of Directors will take into consideration nominations
made by shareholders in accordance with these Bylaw provisions.
OTHER MATTERS
Management knows of no other matters that may properly be, or which
are likely to be, brought before the meeting. However, if any other matters are
properly brought before the meeting, the persons named in the enclosed proxy or
their substitutes will vote in their discretion on such matters.
PROPOSALS OF STOCKHOLDERS
Any proposal of a stockholder to be presented for action at the Annual
Meeting of Stockholders to be held April 18, 1995, must be received at the
Company's principal executive offices no later than November 21, 1994, if it is
to be included in management's proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ E. B. ROBINSON, JR.
------------------------------------
Chairman and Chief Executive Officer
Dated and Mailed at
Jackson, Mississippi
on or about March 21, 1994
9
<PAGE> 13
The nominees for Class B Directors are: W. Henry Holman, Jr., Richard D. McRae,
Jr., E.B. Robinson, Jr., and J. Kelley Williams; for Class A Director: Richard
H. Bremer.
To vote your shares for all Director nominees, or to withhold voting from all
nominees, mark the appropriate box below.
If you do not wish your shares voted for a particular nominee, mark the
"EXCEPTIONS" box and enter names of the exception(s) in the space provided
below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES.
<TABLE>
<S> <C> <C> <C>
Election of All Nominees
Listed Above FOR / / WITHHELD / / *EXCEPTIONS / /
*Exceptions
-------------------------------------------------------------------------------------------------
Address Change
and/or Comments / /
PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0999
When shares are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full
title as such. If a corporation or partnership, sign
in full corporate or partnership name by authorized
person.
Dated: , 1994
-----------------------------------
Signature
------------------------------------------
Signature
------------------------------------------
VOTES MUST BE INDICATED
SIGN, DATE AND RETURN THE PROXY CARD (X) IN BLACK OR BLUE INK. /X/
PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
<PAGE> 14
DEPOSIT GUARANTY CORP.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael B. Bemis, Charles L. Irby and W.R.
Newman, III as Proxies, each with the power to appoint his substitute and
hereby authorizes them to represent the undersigned, and to vote upon all
matters that may properly come before the meeting including the matters
described in the Proxy Statement furnished herewith, subject to any directions
indicated on the reverse side, with full power to vote, and to cumulate votes
on, all shares of Common Stock of Deposit Guaranty Corp. held of record by the
undersigned on February 25, 1994, at the annual meeting of stockholders to be
held on April 19, 1994, or any adjournment(s) thereof. IF NO DIRECTIONS ARE
GIVEN, THE PROXIES WILL VOTE FOR EACH NOMINEE LISTED ON THE REVERSE SIDE AND AT
THE DISCRETION OF THE PERSONS NAMED ABOVE IN CONNECTION WITH ANY OTHER BUSINESS
PROPERLY COMING BEFORE THE MEETING.
(Continued and to be dated and signed on the other side.)
