<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 / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
DEPOSIT GUARANTY CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
DEPOSIT GUARANTY CORP.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
DEPOSIT GUARANTY CORP.
P. O. BOX 730
JACKSON, MISSISSIPPI 39205
NOTICE OF ANNUAL STOCKHOLDERS' MEETING
TO BE HELD ON APRIL 16, 1996
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 16, 1996, at 2:30 p.m., local time, for the purpose of considering and
voting upon the following matters:
1. Amendment of the Articles of Incorporation to increase the
number of authorized shares of Common Stock and Preferred
Stock.
2. Election of the four (4) persons listed in the Proxy Statement
dated March 22, 1996, accompanying this notice as directors of
Deposit Guaranty Corp.
3. 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
23, 1996, 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 22, 1996
Enclosures: 1. Proxy
2. Business Reply Envelope
3. Annual Report
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Proposal No. 1 -- Amendment of the Articles of Incorporation to Increase the Number of Authorized Shares of Common
Stock and Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Proposal No. 2 -- Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Principal Stockholders and Stock Ownership of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Other Transactions with Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Committees of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Proposals of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Exhibit A -- Proposed Amendment to Articles of Incorporation
</TABLE>
<PAGE> 4
PROXY STATEMENT FOR
DEPOSIT GUARANTY CORP.
DATED MARCH 22, 1996
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 16, 1996
- --------------------------------------------------------------------------------
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 16, 1996, 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 22, 1996.
Only those stockholders of record on the books of the Company at the
close of business on February 23, 1996, shall be entitled to notice of and to
vote at the meeting in person or by proxy. On that date, the Company had
outstanding of record 19,308,651 shares of Common Stock. A majority of the
shares outstanding constitute a quorum. 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.
Action on a matter is approved if the votes cast in favor of the
action exceed the votes cast opposing the action. Abstentions and broker
non-votes are counted only for purposes of determining whether a quorum is
present at the meeting.
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 Proposal No. 1 set forth below, FOR each nominee named in Proposal No. 2
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 1995 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.
PROPOSAL NO. 1 -- AMENDMENT OF THE ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND PREFERRED STOCK (ITEM 1 ON
PROXY CARD)
The Company is presently authorized to issue 50,000,000 shares of
Common Stock, no par value; 10,000,000 shares of Class A Voting Preferred
Stock, no par value; and 10,000,000 shares of Class B Non-Voting Preferred
Stock, no par value. On February 23, 1996, there were 19,308,651 shares of
Common Stock issued and outstanding and no Preferred Stock was outstanding.
The Board of Directors of the Company has approved and recommends that
the stockholders approve an amendment to Article Four of the Articles of
Incorporation, a copy of which is attached as Exhibit "A" hereto, which would
amend the first paragraph of Article Four to increase the number of shares of
Common Stock, no par value, Class A Voting Preferred, no par value, and Class B
Non-Voting Preferred, no par value, which the Company has the authority to
issue to 100,000,000, 25,000,000 and 25,000,000, respectively. The other
provisions of Article Four will remain in their current form. This change
would be effective upon the date of filing of the Articles of Amendment with
the Secretary of State of the State of Mississippi.
The Board of Directors believes that it is advisable to increase the
number of authorized shares of Common Stock and Preferred Stock so that shares
will be available for issuance for purposes the Board of Directors determine to
be in the best interest of the Company. Such purposes include providing shares
for possible future acquisitions, possible stock dividends, stock splits,
issuances under employee benefit plans and other general corporate purposes
relating to the development and expansion of the Company.
On February 5, 1996, the Company entered into an Agreement to acquire
the Bank of Gonzales Holding Company, Inc. As consideration, the Company
agreed to issue 634,000 shares of Common Stock (less an adjustment for
fractional shares and dissenters'
1
<PAGE> 5
shares) to shareholders of Bank of Gonzales Holding Company, Inc. This
acquisition (which is conditioned upon, among other things, regulatory approval
and approval by the stockholders of Bank of Gonzales Holding Company, Inc.) is
anticipated to be consummated in the second quarter of 1996. In addition, up
to 744,000 shares of Common Stock may be issued to key employees of the Company
under the Deposit Guaranty Corp. Stock-Based, Long-Term Incentive Plan II
described below under the caption "Executive Compensation." Otherwise, the
Board of Directors has no specific plans for issuance of additional shares of
Common Stock and Preferred Stock.
If additional stock is authorized, the Board of Directors would,
without further action by the stockholders unless otherwise required by law,
regulation or stock exchange rule (if the stock is then listed on an exchange),
be able to authorize issuance of the stock at such times, for such purposes and
for such consideration as it may deem desirable, without further stockholder
action. Any issuance of additional authorized shares could result in the
dilution of each existing shareholder's voting power, and could, depending upon
a variety of factors, have the effect of diluting the earnings per share or
book value per share of outstanding shares of Common Stock. Stockholders of
the Company presently have no preemptive rights to acquire authorized but
unissued shares of the Company and the proposed Amendment to the Articles of
Incorporation will not create any preemptive rights.
The issuance of additional shares of Common Stock might have
anti-takeover effects by diluting the voting power of a person seeking to
acquire the Company, but this is not the purpose of the increased authorization
and the Board has no present intention of issuing Common Stock for such
purpose. The Articles of Incorporation and Bylaws of the Company presently
contain the following provisions which could be considered to have an
anti-takeover effect: (i) authorized but unissued shares of Common Stock
issuable by the Board of Directors without stockholder approval; (ii)
authorized but unissued shares of Preferred Stock issuable, without stockholder
authorization, in series with such dividend, redemption, sinking fund,
conversion and liquidation preferences, if any, as are designated by the Board
in creating any particular series; (iii) division of the Board of Directors
into three (3) classes of directors serving staggered three- year terms; (iv)
the requirement of an affirmative vote of eighty percent (80%) of the shares
entitled to vote to remove the entire Board of Directors or to remove any one
director; (v) the requirement of supermajority shareholder approval to approve
certain business combinations; (vi) the requirement that the Board consider
certain nonmonetary factors in evaluating major business transactions; and
(vii) the requirement of advance notice of stockholder proposals regarding
matters to be voted upon at a stockholders' meeting or nominations for election
to the Board.
Approval of the proposed Amendment to Article Four requires the
affirmative vote of a majority of the shares voting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL NO. 1.
PROPOSAL NO. 2 -- 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 A Directors expires at the 1996
Annual Meeting. The term of the Class B Directors will expire at the 1997
Annual Meeting and the term of the Class C Directors will expire at the 1998
Annual Meeting. The Board of Directors has reduced the number of Class B
Directors from four (4) to three (3) effective with the 1996 Annual meeting.
W. Henry Holman, Jr., a Class B Director, is retiring from the Board of
Directors. At the 1996 Annual Meeting Class A Directors will be elected for a
three-year term.
The Board of Directors has nominated Richard H. Bremer, Howard L.
McMillan, Jr., John N. Palmer and Steven C. Walker for election as Class A
Directors to serve until the 1999 Annual Meeting. Richard H. Bremer, Howard
L. McMillan, Jr., John N. Palmer and Steven C. Walker are currently serving as
Class A Directors.
Unless authority is expressly withheld, the proxy holders will vote
the proxies received by them for the four (4) nominees for Class A 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.
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. During 1995, the Company's Board of Directors had seven
(7) 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 Richard H. Bremer, who attended seventy-four
percent (74%).
2
<PAGE> 6
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE ELECTION OF ALL THE NOMINEES.
3
<PAGE> 7
<TABLE>
<CAPTION>
DIRECTORSHIPS
POSITIONS & OFFICES WITH COMPANY OR DIRECTOR OF HELD IN OTHER
DIRECTORS PRINCIPAL OCCUPATIONS AND EMPLOYMENT COMPANY AGE COMPANIES
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NOMINEES:
Richard H. Bremer President and Chief Executive Officer, 1994 to 47 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 57
(Class A) Company present
John N. Palmer Chairman and Chief Executive Officer, 1985 to 61 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 46
(Class A) Commercial National Bank present
CONTINUING DIRECTORS:
Richard D. McRae, Jr. President, McRae Investments (private 1992 to 48
(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 54 Mississippi Power &
(Class B) Executive Officer of the Company present Light Company
J. Kelley Williams Chairman and Chief Executive Officer, 1975 to 61 First Mississippi
(Class B) First Mississippi Corporation present Corporation
(fertilizers, industrial chemicals,
energy and technology-based ventures)
Michael B. Bemis Executive Vice President, Customer Service, 1992 to 48 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.
</TABLE>
4
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C>
Warren A. Hood, Jr. Chairman of the Board, Hood Industries, 1990 to 44
(Class C) Inc. (manufacturing of building and present
forest products)
</TABLE>
<TABLE>
<CAPTION>
DIRECTORSHIPS
POSITIONS & OFFICES WITH COMPANY OR DIRECTOR OF HELD IN OTHER
DIRECTORS PRINCIPAL OCCUPATIONS AND EMPLOYMENT COMPANY AGE COMPANIES
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CONTINUING DIRECTORS:
Charles L. Irby President, Irby Construction Company 1989 to 41
(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 56
(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)
RETIRING DIRECTOR:
W. Henry Holman, Jr. Chairman of the Board and Chief Execu- 1968 to 65 Capitol Street
(Class B) tive Officer, Jitney Jungle Stores present Corporation
of America, Inc. (retail grocery chain)
</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 1,347,868(1) 6.96%
National Bank
P.O. Box 1200
Jackson, MS 39205
Irby Family and 1,119,353(2) 5.80%
Affiliated Interests
815 S. State Street
Jackson, MS 39207
</TABLE>
(1) This information is as of December 31, 1995. On that date, in its
capacity as trustee, the Bank had sole voting power with respect to 1,304,944
shares of Company Common Stock and shared voting power with respect to 19,434
shares of Company Common Stock. In addition, it had sole investment power with
respect to 1,013,797 shares of Company Common Stock and shared investment power
with respect to 26,904 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, C. Edward Gibson, William H. Mounger, Jr. and Gerald L.
White, who are officers of Deposit
5
<PAGE> 9
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 23, 1996. 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.
6
<PAGE> 10
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 (4) 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 23, 1996. Except as
otherwise indicated, each director has sole voting and investment power with
respect to the shares shown in 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 above, 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. 99,572(2) *
Warren A. Hood, Jr. 20,000 *
Charles L. Irby 1,116,540(3) 5.78%
James S. Lenoir 48,990(4) *
Arlen L. McDonald 11,875(5) *
Howard L. McMillan, Jr 97,902(6) *
Richard D. McRae, Jr. 83,844(7) *
W. R. Newman, III 28,218(8) *
John N. Palmer 33,532 *
E. B. Robinson, Jr. 161,445(9) *
Steven C. Walker 41,882(10) *
J. Kelley Williams 6,132 *
20 Directors and 1,870,962(11) 9.47%
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 25,500 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 10,500 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
61,500 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 70,040
shares which are held by McRae Foundation, Inc.
(8) Mr. Newman shares voting and investment power with respect to 14,816 shares
held by his wife.
(9) Mr. Robinson has shared voting power with respect to 27,122 shares held by
family members. The amount shown also includes 75,000 shares which Mr.
Robinson has the right to acquire through exercise of options granted under the
Company's incentive plan.
(10) The amount shown includes 41,000 shares which Mr. Walker has the right to
acquire through exercise of options.
(11) The amount shown includes 317,400 shares which executive officers have the
right to acquire through exercise of options granted under the Company's
incentive plan.
7
<PAGE> 11
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 Regulations 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, 1995 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
1995, 1994 and 1993 of the CEO and the Company's four (4) 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(1)
---------------------------------------------- ------------ All Other
Other Annual Options Compensa-
Name and Principal Position Year Salary ($) Bonus ($) Compensation($) (Shares) tion ($)(2)
- --------------------------- ---- ---------- --------- --------------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
E. B. ROBINSON, JR. 1995 380,899 406,918 0 17,000 70,485
Chairman of the Board & Chief 1994 380,898 451,440 0 17,000 59,774
Executive Officer of the Company 1993 364,064 413,820 0 17,000 50,605
HOWARD L. MCMILLAN, JR. 1995 253,309 244,195 0 8,100 38,582
President & Chief Operating 1994 252,900 248,668 0 8,100 31,280
Officer of the Company 1993 251,063 225,720 0 8,100 28,156
STEVEN C. WALKER 1995 219,906 194,329 0 17,000 19,936
President & Chief Executive 1994 218,102 84,964 0 7,000 17,006
Officer of Commercial National 1993 207,890 104,545 0 7,000 18,341
Bank
JAMES S. LENOIR 1995 160,570 141,063 0 3,500 15,194
Executive Vice President & Chief 1994 159,237 143,068 0 3,500 10,469
Credit Officer of the Company 1993 151,475 122,056 0 3,500 10,194
ARLEN L. MCDONALD 1995 149,883 130,981 0 3,500 15,290
Executive Vice President & Chief 1994 142,717 127,767 0 3,500 14,034
Financial Officer of the Company 1993 133,400 107,008 0 3,500 14,889
</TABLE>
(1) 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.
(2) "All Other Compensation" consists of:
8
<PAGE> 12
<TABLE>
<CAPTION>
Above Market
Company Earnings
Contribution On Deferred
To the 401k Plan Compensation Total
--------------------------------------------------
<S> <C> <C> <C>
Robinson $3,484 $67,001 $70,485
McMillan 3,353 35,229 38,582
Walker 3,748 16,188 19,936
Lenoir 370 14,824 15,194
McDonald 2,239 13,051 15,290
</TABLE>
9
<PAGE> 13
OPTION GRANTS
Shown below is information on grants of stock options pursuant to the
Company's incentive plan during 1995 to the Named Executive Officers. No SARs
were granted under that Plan in 1995.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants Potential Realizable Value
- ------------------------------------------------------------------------------------------ at Assumed Annual Rates of
% of Total Stock Price Appreciation for
Options Granted Exercise Option Term (3)
Options Granted to Employees in Price (2) ----------------------------
Name in 1995 (#)(1) 1995 ($Per Share) Expiration Date 5.0% ($) 10.0%($)
---- --------------- --------------- ------------ --------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
E. B. Robinson, Jr. 17,000 22.6% 35.50 April 18, 2005 379,538 961,824
Howard L. McMillan, Jr. 8,100 10.8% 35.50 April 18, 2005 180,838 458,281
Steven C. Walker 17,000 22.6% 35.50 April 18, 2005 379,538 961,824
James S. Lenoir 3,500 4.6% 35.50 April 18, 2005 78,140 198,023
Arlen L. McDonald 3,500 4.6% 35.50 April 18, 2005 78,140 198,023
</TABLE>
(1) All stock options were exercisable six (6) months after the date
of the grant.
(2) The exercise price was equal to the closing price on the NASDAQ on
the date of the grant.
(3) The valuation of the stock grants at five percent (5%) and ten
percent (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 1995, 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 1995.
OPTIONS EXERCISED IN 1995 AND YEAR END OPTION VALUE
<TABLE>
<CAPTION>
Number of
Securities Underlying
Shares Acquired on Unexercised Options Value of Unexercised
Exercise Value At Year End (#)(1) In the Money Options
Name In 1995 (#) Realized ($) Exercisable/Unexercisable At Year End ($)(1)(2)
---- ------------------ ------------ ------------------------- ---------------------
<S> <C> <C> <C> <C>
E. B. Robinson, Jr. 0 0 93,000/0 1,851,125
Howard L. McMillan, Jr. 0 0 61,500/0 1,292,100
Steven C. Walker 8,000 179,000 41,000/0 647,250
James S. Lenoir 3,000 66,750 25,500/0 531,125
Arlen L. McDonald 5,000 142,375 10,500/0 150,500
</TABLE>
10
<PAGE> 14
(1) All stock options granted prior to 1993 were exercisable upon the
grant of the option. All stock options granted in 1993, 1994 and 1995 are
exercisable six (6) months after the date of grant.
(2) Based on the closing price on the NASDAQ system ($44.50) on
December 31, 1995.
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 1995 for the individuals named in
the Summary Compensation Table was as follows: E. B. Robinson, Jr.
($380,899); Howard L. McMillan, Jr. ($253,309); Steven C. Walker ($219,906);
James S. Lenoir ($160,570); Arlen L. McDonald ($149,883). 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>
Five Years Credited Years of Service
Average Base -----------------------------------------------------------------------------------------
Salary 15 20 25 30 35 40
------------ ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$ 50,000 $10,218 $13,624 $17,031 $20,437 $23,843 $26,768
100,000 22,743 30,324 37,906 45,487 53,068 58,918
150,000 35,268 47,024 58,781 70,537 82,293 91,068
200,000 35,268 47,024 58,781 70,537 82,293 91,068
300,000 35,268 47,024 58,781 70,537 82,293 91,068
400,000 35,268 47,024 58,781 70,537 82,293 91,068
500,000 35,268 47,024 58,781 70,537 82,293 91,068
</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). 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.
11
<PAGE> 15
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 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 1995 plan-related decisions, and supporting
rationales are outlined below.
Base Compensation
The base pay of the CEO and executives listed above 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.
In 1995, only Mr. McDonald received an increase in base pay. This
increase was to bring his base salary closer to the ten percent (10%) below
market level. The Executive Variable Pay Plan provides these senior
executives 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.
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. Awards are based primarily on total
return to shareholders and the financial results of the Company indicated by
the Company's return on equity ("ROE"), rank within the Peer Group ("Peer
Rank") 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. In 1995, Mr. Walker was moved to the Executive Variable Pay Plan from a
plan which was based solely on Commercial National Bank results.
For 1995, Mr. Robinson received variable pay of $406,918. This
payout was based upon total return to shareholders and 1995 operating results
of the Company, which exceeded targeted ROE goals and ranked third within the
Peer Group. Payouts for the remaining four (4) officers were based on the
targeted ROE goals, rank within the Peer Group and specific individual goals.
Stock-Based Long-Term Incentive Plan II
The purpose of the Plan is to attract and retain key executives of the
organization through long-term incentives. There are currently 744,000 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 (which may include earnings, 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. 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. In aggregate, the 1995 grants, outlined in the accompanying
table, were approximately at the median grant level for the Peer Group.
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
12
<PAGE> 16
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. 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>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
DEPOSIT GUARANTY 100 182.68 299.11 320.32 357.30 544.34
NASDAQ MARKET 100 128.38 129.64 155.50 163.26 211.77
KBW 50 100 158.27 201.68 212.85 201.99 323.52
</TABLE>
ASSUMES $100 INVESTED ON DECEMBER 31, 1990 WITH REINVESTMENT OF DIVIDENDS.
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
13
<PAGE> 17
comparable transactions with other persons, and did not involve more than
normal risk of collectability or present other unfavorable features.
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 four (4) times
during 1995. 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 1995. 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 1995 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 1996 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 an Advisory Board
Member, and a director, respectively, 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 15, 1997, must be received at the
Company's principal executive offices no later than November 22, 1996, 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 22, 1996
14
<PAGE> 18
EXHIBIT A
AMENDMENT TO ARTICLES OF INCORPORATION
Article Four of the Articles of Incorporation, as proposed to be
amended, would read as follows:
FOURTH: The aggregate number of shares which the corporation is
authorized to issue is 150,000,000, divided into three (3) classes. The
designation of each class, the number of shares of each class and the par
value, if any, of each class are as follows:
<TABLE>
<CAPTION>
Number of Par Value,
Shares Shares if Any
<S> <C> <C>
100,000,000 Common Stock No par value
25,000,000 Class A Voting Preferred No par value
25,000,000 Class B Non-Voting Preferred No par value
</TABLE>
The preferences and relative rights in respect of the shares of each
class and the variations in the relative rights and preferences as between
series of any preferred class in series are as follows:
Each share of Common Stock and of Class A Voting Preferred stock shall
entitle the holder thereof to full voting rights. A holder of Class B
Non-Voting Preferred stock shall have no voting rights as a holder of such
stock, except as specifically required by law.
The holders of Class A Voting Preferred stock and Class B Non-Voting
Preferred stock (together "preferred stock") shall be entitled to receive
dividends, subject to statutory restrictions, when and as declared by the Board
of Directors. Such dividends shall be payable at such periods as shall be fixed
by the Board of Directors at the rate specified in the resolution of the Board
of Directors authorizing the issuance of the particular series of preferred
stock, and no more, before any dividend shall be paid or set apart for payment
upon the Common Stock.
Dividends on the preferred stock shall be cumulative, so that if for
any period the same shall not be paid, the right thereto shall accumulate as
against the Common Stock, and all arrears so accumulated shall be paid before
any dividend shall be paid upon the Common Stock.
Whenever all accumulated dividends on the outstanding preferred stock
for all previous periods shall have been declared and shall have become
payable, and the corporation shall have paid such accumulated dividends for
such previous periods, or shall have set aside from its legally available funds
a sum sufficient therefor, the Board of Directors may declare dividends on the
Common Stock, payable then or thereafter out of any remaining legally available
funds.
Each class of preferred stock shall be divided into and issued from
time to time by resolution of the Board of Directors in one or more series,
each series being so designated as to distinguish the shares thereof from the
shares of all other series and classes. All or any of the series of any such
class and the variations and the relative rights and preferences as between
different series may be fixed and determined by resolution of the Board of
Directors, but all shares of the same class shall be identical except as to the
following relative rights and preferences, as to which there may be variations
between different series:
(a) The rate of dividend;
(b) Whether shares may be redeemed and, if so, the redemption price
and terms and conditions of redemption;
(c) The amount payable upon shares in the event of voluntary and
involuntary liquidation;
(d) Sinking fund provisions, if any, for the redemption or purchase
of shares; and
(e) The terms and conditions, if any, on which shares may be
converted.
<PAGE> 19
DEPOSIT GUARANTY CORP.
P. O. BOX 730
JACKSON, MS 39205
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Warren A. Hood, Jr., Richard D.
McRae, Jr. and W. R. Newman, III, jointly and individually, as Proxies, each
with the power to appoint his substitute and hereby authorize(s) 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 23,
1996, at the annual meeting of stockholders to be held on April 16, 1996, or
any adjournment(s) thereof. IF NO DIRECTIONS ARE GIVEN, THE PROXIES WILL VOTE
FOR EACH PROPOSAL 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 11011
NEW YORK, N.Y. 10203-0011
<PAGE> 20
1. INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK AND PREFERRED STOCK FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. ELECTION OF FOR all nominees [ ] WITHHOLD AUTHORITY [ ] *EXCEPTIONS [ ]
DIRECTORS listed below. to vote for all
nominees
listed below.
The nominees for Class A Directors are: Richard H. Bremer, Howard L. McMillan,
Jr., John N. Palmer and Steven C. Walker.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below).
*Exceptions:____________________________________________________________________
ADDRESS CHANGE [ ]
and/or comments
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
corporation or partnership, sign in full
corporate or partnership name by authorized
person.
Dated: ________________________________, 1996
Signature:__________________________________.
Signature:__________________________________.
Votes must be indicated
(x) In Black or Blue Ink.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
