<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. 1)
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)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $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 BE HELD ON APRIL 18, 1995
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 18, 1995, at 2:30 p.m., local time, for the purpose of considering and
voting upon the following matters:
1. Election of the four (4) persons listed in the Proxy Statement
dated March 23, 1995, 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
24, 1995, 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
Chairman and Chief Executive Officer
Dated and Mailed at
Jackson, Mississippi
on or about March 23, 1995
Enclosures: 1. Proxy
2. Business Reply Envelope
3. Annual Report
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Notice of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Principal Stockholders and Stock Ownership of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Other Transactions with Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Committees of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Proposals of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
<PAGE> 4
PROXY STATEMENT FOR
DEPOSIT GUARANTY CORP.
DATED MARCH 23, 1995
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 18, 1995
________________________________________________________________________________
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 18, 1995, 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 stockholders is March 23, 1995.
Only those stockholders of record on the books of the Company at the close
of business on February 24, 1995, shall be entitled to notice of and to vote at
the meeting. On that date, the Company had outstanding of record 17,677,571
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 four (4), a stockholder owning ten (10) shares may cast ten (10)
votes for each of four (4) nominees, or cast forty (40) votes for one (1)
nominee, or allocate the forty (40) 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 1994 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
The Board of Directors of the Company is divided into three (3) classes -
Class A, Class B, and Class C - each consisting of four (4) Directors. The
term of the present Class C Directors expires at the 1995 Annual Meeting. The
term of the Class A Directors will expire at the 1996 Annual Meeting and the
term of the Class B Directors will expire at the 1997 Annual Meeting. At the
1995 Annual Meeting Class C Directors will be elected for a three-year term.
The Board of Directors has nominated Michael B. Bemis, Warren A. Hood,
Jr., Charles L. Irby, and W. R. Newman, III for election as Class C Directors
to serve until the 1998 Annual Meeting. Michael B. Bemis, Warren A. Hood,
Jr., Charles L. Irby, and W. R. Newman, III are currently serving as Class C
Directors.
Unless authority is expressly withheld, the proxy holders will vote the
proxies received by them for the four (4) nominees for Class C Director 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. During
1994, the Company's Board of Directors had ten (10) 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. The
following table provides certain information about the nominees and the other
present Directors of the Company. Each nominee has been in an executive
capacity with the firm or company indicated for at least the past five (5)
years, except as otherwise indicated. The column "Directorships Held in Other
Companies" 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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE ELECTION OF ALL THE NOMINEES.
DIRECTORSHIPS
1
<PAGE> 5
<TABLE>
<CAPTION>
POSITIONS & OFFICES WITH COMPANY OR DIRECTOR OF HELD IN OTHER
DIRECTORS PRINCIPAL OCCUPATIONS AND EMPLOYMENT COMPANY AGE COMPANIES
-------------------------------------------------------------------------------------------------------------------------
NOMINEES:
<S> <C> <C> <C> <C>
Michael B. Bemis Executive Vice President, Customer Service, 1992 to 47 Arkansas Power &
(Class C) Entergy Corp.; President and Chief Present Light Co.; Louisiana
Operating Officer, Louisiana Power & Power & Light Co.;
Light Co. January, 1992 to October, 1992; New Orleans Public
President and Chief Operating Officer, Service Inc.;
Mississippi Power & Light Co. 1989 to Mississippi Power &
1991 Light Co.; Gulf States
Utilities Co.
Warren A. Hood, Jr. Chairman of the Board, Hood Industries, 1990 to 43
(Class C) Inc. (Manufacturing of building and present
forest products)
Charles L. Irby President, Irby Construction Company 1989 to 40
(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 55
(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)
CONTINUING DIRECTORS:
Richard H. Bremer President and Chief Executive Officer, 1994 to 46 Southwestern
(Class A) Southwestern Electric Power Co.; present Electric Power Co.
Vice-President, Operations, Southwestern
Electric Power Co. August 1989 to August 1990
Howard L. McMillan, Jr. President and Chief Operating Officer of the 1984 to 56
(Class A) Company present
John N. Palmer Chairman and Chief Executive Officer, 1985 to 60 Mississippi Power &
(Class A) Mobile Telecommunications Technologies April, 1986; Light Co.; Mobile
Corp. (Telecommunications) April, 1987 Telecommunication
to present Technologies Corp.;
Entergy Corporation;
EastGroup Properties
Steven C. Walker President and Chief Executive Officer, 1992 to 45
(Class A) Commercial National Bank present
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
DIRECTORSHIPS
POSITIONS & OFFICES WITH COMPANY OR DIRECTOR OF HELD IN OTHER
DIRECTORS PRINCIPAL OCCUPATIONS AND EMPLOYMENT COMPANY AGE COMPANIES
-------------------------------------------------------------------------------------------------------------------------
CONTINUING DIRECTORS:
<S> <C> <C> <C> <C>
W. Henry Holman, Jr. Chairman of the Board and Chief Execu- 1968 to 64 Capitol Street
(Class B) tive Officer, Jitney Jungle Stores present Corporation
of America, Inc. (Retail grocery chain)
Richard D. McRae, Jr. President, McRae Investments (Private 1992 to 47
(Class B) investment company); President and present
Chief Operating Officer, Proffitt's, Inc.
(Retail department stores) April, 1994
to September, 1994; President and Chief
Executive Officer, McRae's 1988 to
April, 1994
E. B. Robinson, Jr. Chairman of the Board and Chief 1981 to 53 Mississippi Power &
(Class B) Executive Officer of the Company present Light Company
J. Kelley Williams Chairman and Chief Executive Officer, 1975 to 60 First Mississippi
(Class B) First Mississippi Corporation present Corporation
(Fertilizers, industrial chemicals,
energy and technology-based ventures)
</TABLE>
PRINCIPAL STOCKHOLDERS 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>
Deposit Guaranty 1,236,214(1) 6.99%
National Bank
P.O. Box 1200
Jackson, MS 39205
Irby Family and 1,119,353(2) 6.33%
Affiliated Interests
815 S. State Street
Jackson, MS 39207
</TABLE>
(1) This information is as of December 31, 1994. Onthat date, in its
capacity as trustee, the Bank had sole voting power with respect to 941,641
shares of Company common stock and shared voting power with respect to 269,083
shares of Company common stock. In addition, it had sole investment power with
respect to 881,291 shares of Company common stock and shared investment power
with respect to 62,372 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.
(2) This information is as of February 24, 1995. Includes 1,112,340
shares as to which Charles L. 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 L. Irby and 2,813 shares held by Stuart C. Irby, Jr.
3
<PAGE> 7
The following table shows the number of shares of the Company's common
stock beneficially owned by each Director, nominee for Director, the CEO and
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 24, 1995. 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 500 *
W. Henry Holman, Jr. 90,572(2) *
Warren A. Hood, Jr. 20,000 *
Charles L. Irby 1,116,540(3) 6.32%
James S. Lenoir 48,490(4) *
Arlen L. McDonald 13,297(5) *
Howard L. McMillan, Jr 89,276(6) *
Richard D. McRae, Jr. 79,544(7) *
W. R. Newman, III 28,218 *
John N. Palmer 33,532 *
E. B. Robinson, Jr. 165,243(8) *
Steven C. Walker 32,827(9) *
J. Kelley Williams 6,132 *
21 Directors and 1,878,856(10) 10.38%
Executive Officers as a Group
</TABLE>
*Less than 1 percent
_________________________________________
(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.
(4) The amount shown includes 25,000 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 12,000 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
53,400 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 76,000 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 32,000 shares which Mr. Walker has the right to
acquire through exercise of options.
(10) The amount shown includes 424,154 shares which executive officers have the
right to acquire through exercise of options granted under the Company's
incentive plan.
4
<PAGE> 8
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, 1994 all Section 16(a) filing requirements applicable
to the Company's executive officers and directors were complied with.
EXECUTIVE COMPENSATION
Shown below is information concerning the annual and long term
compensation for services in all capacities to the Company for the years ended
1994, 1993 and 1992 of the CEO and the Company's four most highly compensated
officers other than the CEO (collectively, the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Base Compensation Awards(2)
-------------------------------------------- ------------- All Other
Other Annual Options Compensa-
Name and Principal Position Year Salary ($)(1) Bonus ($) Compensation (Shares) tion ($)(3)
------------------------------- ---- ------------- --------- ------------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
E. B. ROBINSON, JR. 1994 $380,898 $451,440 $0 17,000 $16,491
Chairman of the Board & Chief 1993 364,064 413,820 0 17,000 18,641
Executive Officer of the Company 1992 344,197 257,400 0 24,000 43,527
HOWARD L. MCMILLAN, JR. 1994 252,900 248,668 0 8,100 11,129
President & Chief Operating 1993 251,063 225,720 0 8,100 11,150
Officer of the Company 1992 245,510 140,400 0 12,000 23,870
STEVEN C. WALKER 1994 218,102 84,964 0 7,000 7,356
President & Chief Executive 1993 207,890 104,545 0 7,000 12,164
Officer of Commercial National 1992 203,056 88,039 0 10,000 15,349
Bank
JAMES S. LENOIR 1994 159,237 143,068 0 3,500 3,024
Executive Vice President & Chief 1993 151,475 122,056 0 3,500 7,103
Credit Officer of the Company 1992 149,170 75,920 0 5,000 6,883
ARLEN L. MCDONALD 1994 142,717 127,767 0 3,500 5,558
Executive Vice President & Chief 1993 133,400 107,008 0 3,500 6,244
Financial Officer of the Company 1992 133,230 66,560 0 3,500 13,878
</TABLE>
(1) Stock purchase plan matching funds reported in previous years as
"Other Annual Compensation" have been combined with "Salary" for all years
listed in the table.
(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.
5
<PAGE> 9
(3) "All Other Compensation" consists of:
<TABLE>
<CAPTION>
Above Market
Company Earnings
Contribution On Deferred
To the 401k Plan Compensation Total
--------------------------------------------------
<S> <C> <C> <C>
Robinson $4,620 $11,871 $16,491
McMillan 3,336 7,793 11,129
Walker 4,620 2,736 7,356
Lenoir 380 2,644 3,024
McDonald 2,134 3,424 5,558
</TABLE>
OPTION GRANTS
Shown below is information on grants of stock options pursuant to the
Company's incentive plan during 1994 to the Named Executive Officers. No SARs
were granted under that Plan in 1994.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants Potential Realizable Value
---------------------------------------------------------------------------------------- at Assumed Annual Rates of Stock
Price Appreciation for Option
Term (3)
Options Granted Exercise --------------------------------
Options Granted to Employees in Price (1)(2)
Name in 1994 (#) 1994 ($per share) Expiration Date 5.0% ($) 10.0% ($)
------------------- ----------- ------------ ------------ --------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
E. B. Robinson, Jr. 17,000 26.0% $27.75 April 19, 2004 $288,008 $751,848
Howard L. McMillan, Jr. 8,100 12.4% $27.75 April 19, 2004 137,227 358,233
Steven C. Walker 7,000 10.7% $27.75 April 19, 2004 118,592 309,584
James S. Lenoir 3,500 5.4% $27.75 April 19, 2004 59,296 154,792
Arlen L. McDonald 3,500 5.4% $27.75 April 19, 2004 59,296 154,792
</TABLE>
(1) The exercise price was equal to the closing price on the NASDAQ
on the date of the grant.
(2) All stock options were exercisable six months after the date of
the grant.
(3) The valuation of the stock grants at 5% and 10% appreciation rates
are solely to comply with Securities and Exchange Commission Regulations and
are not intended to imply future value of Company Stock.
OPTION EXERCISES AND YEAR END VALUES
The following table provides information as to the options exercised
during 1994, and the unexercised options to purchase the Company's common stock
previously granted to the Named Executive Officers and held by them at the end
of 1994.
OPTIONS EXERCISED IN 1994 AND YEAR END OPTION VALUE
<TABLE>
<CAPTION>
Number of
Securities Underlying
Shares Acquired on Unexercised Options Value of Unexercised
Exercise Value At Year End (#)(2) In the Money Options
Name In 1994 (#) Realized ($) Exercisable/Unexercisable At Year End ($)(1)(2)
------------------------- ------------------- ------------- ------------------------- ---------------------
<S> <C> <C> <C> <C>
E. B. Robinson, Jr. 0 0 76,000/0 605,625
Howard L. McMillan, Jr. 0 0 53,400/0 451,575
Steven C. Walker 0 0 32,000/0 279,250
James S. Lenoir 10,400 188,175 25,000/0 223,500
Arlen L. McDonald 0 0 12,000/0 74,625
</TABLE>
All stock option and price information are post-split equivalents.
6
<PAGE> 10
(1) Based on the closing price on the NASDAQ system ($30.125) on
December 31, 1994.
(2) All stock options granted prior to 1993 were exercisable upon the
grant of the option. All stock options granted in 1993 and 1994 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 (1) year and have completed one
thousand (1,000) hours of service. Benefits payable under the plan are based
upon the five (5) 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 1994 for the individuals named in
the Summary Compensation Table was as follows: E. B. Robinson, Jr.
($380,898); Howard L. McMillan, Jr. ($252,900); Steven C. Walker ($218,102);
James S. Lenoir ($159,237); Arlen L. McDonald ($142,717). 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 $10,343 $13,791 $17,239 $20,687 $24135 $27,060
100,000 22,868 30,491 38,114 45,737 53,360 59,210
150,000 35,393 47,191 58,989 70,787 82,585 91,360
200,000 35,393 47,191 58,989 70,787 82,585 91,360
300,000 35,393 47,191 58,989 70,787 82,585 91,360
400,000 35,393 47,191 58,989 70,787 82,585 91,360
500,000 35,393 47,191 58,989 70,787 82,585 91,360
</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 $3,000, a $500 fee
for each board meeting attended, and a $400 fee for attendance at each meeting
of any committees on which they serve.
Pursuant to the Company's Directors Deferred Income Plan the Company
permits non-officer Directors to elect annually to defer up to one hundred
percent (100%) of fees to be earned during the following year. The minimum
deferral amount per year is one thousand dollars ($1,000.00). Generally
amounts deferred are payable with interest to the participant in accordance
with the participant's agreement with the Company, or upon termination of
employment, disability or retirement, or to the participant's beneficiaries if
the participant dies. The interest rate, adjusted annually, varies depending
on several factors, including the event which results in the distribution of
the deferred amounts and the age of the participant at the time of deferral.
The interest rates for pre-retirement benefits, post- retirement payments and
disability benefits are based upon a percentage of the 12-month average of the
Moody's Average Corporate Yield, published monthly by Moody's Investor Service.
Post retirement benefits are paid in ten (10) annual installments. The
termination benefit consists of a lump sum benefit equal to the participant's
deferral with interest thereon at the effective rate of ten (10) year U.S.
Treasury Obligations on January 1 of the year of deferral compounded annually
from the first day of the plan year in which the deferral was made. If a
participant's service as a Director terminates for any reason during a period
of two (2) years after a change in control of the Company, prior to the
participant meeting the requirements for receiving post retirement benefits,
the person will be entitled to termination benefits, but at the same rates used
in the calculation of post retirement payments.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
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
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<PAGE> 11
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 1994 plan-related decisions, and supporting rationales are outlined
below.
Base Compensation
The base pay of the CEO and other executives is established to limit fixed
salary costs by targeting base pay to ten percent (10%) below the peer market
average of base compensation. The peer group is comprised of ten (10) bank
holding companies in Mississippi and adjoining states with markets and asset
levels similar to the Company (the "Peer Group"). Three (3) of these bank
holding companies are in the KBW 50 index and all are included in the NASDAQ
market index reflected in the Stockholder Return Performance Graph below.
The Executive Variable Pay Plan provides the officers the opportunity to
earn an additional variable amount which would make their annual direct
compensation exceed the market average, if the Company's performance is
strong. This plan is detailed below. In 1994, since Mr. Robinson's and Mr.
McMillan's salaries were at or above the ten percent (10%) of peer bank target,
neither received a base salary increase. The other officers addressed,
excluding Mr. Walker, received increases in their base pay to the ten percent
(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 1994 job performance.
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 indicated by the Company's
return on equity ("ROE") relative to budgeted results, rank within the Peer
Group, and achievement of individual goals. At the beginning of each calendar
year, the Compensation Committee approves a payout matrix in which specific ROE
and Peer Rank results determine a bonus award as a percent of base salary.
The Compensation Committee of the Board makes the final determination as to the
amount of compensation paid under the plan and the personnel included in the
plan.
Mr. Walker's variable pay is based upon actual total income earned by
Commercial National Bank for the year relative to that year's targeted total
income.
In 1995, Mr. Robinson received variable pay of $451,440. This payout was
based upon the 1994 operating results of the Company, which exceeded targeted
ROE goals and ranked third within the Peer Group, and the achievement of
targeted goals. Payouts for the remaining four (4) officers, excluding Mr.
Walker, were based on the same rationale. Mr. Walker's variable pay was based
upon Commercial National Bank earning one hundred twenty-seven percent (127%)
of its 1994 total 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. There are currently 889,700 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 (which may include earnings, profits,
stockholder return, etc.) 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
also reviews grants made to the executives in prior years. In order to address
current focuses and trends, which may vary from year to year, the Committee
does not base awards on a specific set of factors or criteria. The 1994
grants, outlined in the accompanying table, were approximately at the median
grant level for Peer Banks.
This report was presented by the Compensation Committee:
Charles L. Irby, Chairman
Richard H. Bremer
Warren A. Hood, Jr.
Richard D. McRae, Jr.
J. Kelley Williams
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<PAGE> 12
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total stockholder return on the Company's common stock
against the cumulative total return of the NASDAQ market index and the KBW 50
Total Return Index for the period of five (5) years beginning in 1989. The KBW
50 Index is prepared by Keefe, Bruyette & Woods, Inc. and consists of fifty
(50) banks and bank holding companies.
Deposit Guaranty Corp. Stock Performance
5 Year Cumulative Total Return Comparison
Among Deposit Guaranty Corp., NASDAQ Market
Index, and KBW 50 Total Return Index
[GRAPH]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
DEPOSIT GUARANTY 100 78.05 142.58 233.44 250.00 278.85
NASDAQ MARKET 100 81.12 104.14 105.16 126.14 132.44
KBW 50 100 71.81 113.66 144.84 152.88 145.06
</TABLE>
ASSUMES $100 INVESTED ON JAN. 1, 1990, WITH REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
OTHER TRANSACTIONS WITH MANAGEMENT
Through its subsidiary banks, 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 1994 Jitney Jungle
Stores of America, Inc. has received approximately $1,180,700 in front-end
fees, rental fees, and other payments pursuant to this agreement. It is
anticipated that approximately $710,400 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 sixteen percent (16%) of the outstanding stock of
Jitney Jungle Stores of America, Inc.
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<PAGE> 13
INDEPENDENT PUBLIC ACCOUNTANTS
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 six (6) times
during 1994. Charles L. Irby serves as Chairman and other members are Warren
A. Hood, Jr., Richard H. Bremer, 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 Executive Variable Pay
Plan.
The Company has a standing Audit Committee of its Board of Directors which
met four (4) times during 1994. 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 1994 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 1995 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
stockholder 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
stockholder intends to nominate an individual for election to the Board of
Directors. These Bylaw provisions also require information to be supplied
about both the stockholder making the nomination and the person nominated. In
making its nominations the Board of Directors will take into consideration
nominations made by stockholders 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 16, 1996, must be received at the
Company's principal executive offices no later than November 24, 1995, if it
is to be included in management's proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
Chairman and Chief Executive Officer
Dated and Mailed at
Jackson, Mississippi
on or about March 23, 1995
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<PAGE> 14
DEPOSIT GUARANTY CORP.
P.O. Box 730
Jackson, MS 39205
P R O X Y
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints W. Henry Holman, Jr., John N. Palmer and
J. Kelley Williams 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 24, 1995, at the annual meeting of stockholders to be
held on April 18, 1995, 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.)
DEPOSIT GUARANTY CORP.
P.O. BOX 11999
NEW YORK, N.Y. 10203-0699
-------------------------------------------------------------------------------
The nominees for Class C Directors are: Michael B. Bemis, Warren A. Hood, Jr.,
Charles L. Irby and W. R. Newman, III. 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.
Election of all Nominees
Listed Above FOR /x/ WITHHELD /x/ *EXCEPTIONS /x/
*Exceptions____________________________________________________________________
Address Change
and/or Comments /x/
Sign here as name(s) appear(s) opposite.
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: ______________________________, 1995
Signature ___________________________
Signature ___________________________
Votes must be indicated
(x) in Black or Blue ink. /x/
Please Mark, Sign, Date and Return the Proxy Card Promptly Using the Enclosed
Envelope.
