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 Rule 14a-11(c) or Rule 14a-12
DEPOSIT GUARANTY CORP.
(Name of Registrant as Specified in Its Charter)
DEPOSIT GUARANTY CORP.
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which 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:
[ ] 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>
DEPOSIT GUARANTY CORP.
P. O. BOX 730
JACKSON, MISSISSIPPI 39205
NOTICE OF ANNUAL STOCKHOLDERS' MEETING
TO BE HELD ON APRIL 15, 1997
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
15, 1997,at 2:30 p.m., local time, for the purpose of considering
and voting upon the following matters:
1. Election of the seven (7) persons listed in the Proxy
Statement dated March 21, 1997, 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 March 3, 1997, 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
E.B. Robinson, Jr.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Dated and Mailed at
Jackson, Mississippi
on or about March 21, 1997
Enclosures: 1. Proxy
2. Business Reply Envelope
3. Annual Report
<PAGE>
TABLE OF CONTENTS
PAGE
NOTICE OF ANNUAL STOCKHOLDERS' MEETING . . . . . . . . . . .Cover
ELECTION OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . .1
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT . . . .4
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. . . . .6
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . .6
OTHER TRANSACTIONS WITH MANAGEMENT . . . . . . . . . . . . . . 11
INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . 11
COMMITTEES OF THE BOARD OF DIRECTORS . . . . . . . . . . . . . 11
OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 12
PROPOSALS OF STOCKHOLDERS. . . . . . . . . . . . . . . . . . . 12
<PAGE>
PROXY STATEMENT FOR
DEPOSIT GUARANTY CORP.
DATED MARCH 21, 1997
Annual Meeting of Stockholders
To Be Held April 15, 1997
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 15, 1997, 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 21, 1997.
Only those stockholders of record on the books of the Company
at the close of business on March 3, 1997, 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 40,778,218
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 seven (7), a stockholder owning ten
(10) shares may cast ten (10) votes for each of seven (7)
nominees, or cast seventy (70) votes for one (1) nominee, or
allocate the seventy (70) 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 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 1996 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 and Class C consisting of four (4)
directors each and Class B consisting of three (3) directors.
The Board of Directors has approved the expansion of the number
of directors of the Company from eleven to thirteen, to be
composed of four (4) Class A Directors, five (5) Class B
Directors and four (4) Class C Directors. The term of the
present Class B Directors expires at the 1997 Annual Meeting.
The term of the Class C Directors will expire at the 1998 Annual
Meeting and the term of the Class A Directors will expire at the
1999 Annual Meeting. At the 1997 Annual Meeting Class B
Directors will be elected for a three-year term.
The Board of Directors has nominated Haley R. Barbour,
William R. James, Booker T. Jones, E. B. Robinson, Jr. and J.
Kelley Williams for election as Class B Directors to serve until
the 2000 Annual Meeting and has nominated Richard D. McRae, Jr.
for election as a Class A Director to serve until the 1999 Annual
Meeting. The Board of Directors has also nominated Sharon S.
Greener for election as a Class C Director to serve until the
1998 Annual Meeting. Richard D. McRae, Jr., E. B. Robinson, Jr.
and J. Kelley Williams are currently serving as Class B
Directors. Steven C. Walker, a Class A Director, and Michael E.
Bemis, a Class C Director, are retiring from the Board of
Directors effective at the 1997 Annual Meeting.
Unless authority is expressly withheld, the proxy holders
will vote the proxies received by them for the five (5) nominees
for Class B Director, the nominee for Class A Director and the
nominee 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.
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 1996, the Company's Board of Directors had twelve (12)
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 BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE ELECTION OF ALL THE NOMINEES.
<TABLE>
<CAPTION>
POSITIONS & OFFICES WITH DIRECTORSHIP
COMPANY OR PRINCIPAL OCCUPATIONS DIRECTOR OF HELD IN OTHER
DIRECTORS AND EMPLOYMENT COMPANY AGE COMPANIES
NOMINEES:
<S> <S> <C> <S> <S>
Haley R. Partner, Barbour Griffith and 1985-1986 49 Mobile Telecom-
Barbour Rogers, Wash., D.C. (law firm); munications
(Class B) Chairman, Policy Impact Technologies
Communications, Washington, D.C. Corp; Mississippi
(public relations firm); Vice Chemical
Chairman, International Equity Corporation
Advisors, Washington, D.C.;
(counseling & lobbying firm);
Managing Director, National
Environmental Strategics,
Washington, D.C. (environmental
consulting firm); Chairman,
Republican National Committee
January, 1993 to January, 1997;
Partner, Barbour and Rogers,
predecessor law firm to Barbour
Griffith and Rogers
Sharon S.
Greener Chairman of the Board of N/A 53
(Class C) Stribling Equipment, Inc.
(John Deere industrial equipment
dealership) and Empire Truck
Sales, Inc. (Freightliner
heavy truck dealership)
William R.
James President of Pruet Production Co., N/A 47
(Class B) Chesley Pruet Drilling Co.,
Progressive Oilfield Services,
Rapad Petroleum Distributors, Inc.
and Pruet Energy Corp.
Booker T.
Jones President, Chief Executive Officer, N/A 53
(Class B) MINACT, Inc. (Jackson, MS based
management and training firm)
Richard D.
McRae, Jr. President, McRae Investments (private 1992 to 49
(Class A) 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, Inc. 1988 to 4/94
E. B.
Robinson,
Jr. Chairman of the Board and Chief 1981 to 55 Entergy
(Class B) Executive Officer of the Company present Corporation
J. Kelley
Williams Chairman and Chief Executive Officer, 1975 to 62 ChemFirst, Inc.
(Class B) ChemFirst, Inc. (formerly First present
Mississippi Corporation)
(industrial and agricultural
specialty chemicals, chemical industry
products and services)
CONTINUING DIRECTORS:
Richard H.
Bremer President, CSW Energy Services; 1994 to 48 CSW Energy
(Class A) President and Chief Executive present Services;
Officer, Southwestern Electric Enershop;
Power Co. September 1990 to CSW Commun-
May 1996; Vice-President, ications
Operations, Southwestern Electric
Power Co. August 1989 to
August 1990
Howard L.
McMillan,
Jr. President and Chief Operating 1984 to 58
(Class A) Officer of the Company present
John N.
Palmer Chairman and Chief Executive Officer, 1985 to 62 Entergy-
(Class A) Mobile Telecommunications Technologies April, Mississippi;
Corp. (telecommunications) 1986; Mobile Tele-
April, communication
1987 to Technologies
present Corp; Entergy
Corporation;
East Group
Properties
Warren A.
Hood, Jr. Chairman of the Board, Hood Industries, 1990 to 45
(Class C) Inc. (manufacturing of building and present
forest products)
Charles L.
Irby President, Irby Construction Company 1989 to 42
(Class C) (power and telecommunications present
contractor); Vice President,
Stuart C. Irby Co. (wholesale
electrical supplier)
W. R.
Newman, III President, J. A. Bentley Lumber 1972 to 57
(Class C) Company; Vice President, 1989 to 1990 present
and 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 DIRECTORS:
Michael B.
Bemis Executive Vice President, Customer 1992 to 49 Entergy-
(Class C) Service, Entergy Corp.; President Present Arkansas;
and Chief Operating Officer, Entergy- Entergy-
Louisiana January, 1992 to October, Louisiana;
1992; President and Chief Operating New Orleans
Officer, Entergy-Mississippi 1989 to Public
1991 Service,
Inc.; Entergy-
Mississippi;
Entergy-Texas
Steven C.
Walker President and Chief Executive Officer, 1992 to 47
(Class A) Commercial National Bank; present
Executive Vice President of the Company
</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:
NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE OF
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
Deposit Guaranty 2,882,398(1) 7.36%
National Bank
P.O. Box 1200
Jackson, MS 39205
Irby Family and 2,238,706(2) 5.49%
Affiliated Interests
815 S. State Street
Jackson, MS 39207
(1) This information is as of December 31, 1996. On
that date, in its capacity as trustee, the Bank had sole voting
power with respect to 2,807,441 shares of Company Common Stock
and shared voting power with respect to 25,948 shares of Company
Common Stock. In addition, it had sole investment power with
respect to 2,191,373 shares of Company Common Stock and shared
investment power with respect to 92,289 shares of Company Common
Stock. E. B. Robinson, Jr., Howard L. McMillan, Jr., William R.
James, Arlen L. McDonald and Richard D. McRae, Jr. are members of
the Asset Management Services 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 member of the Asset
Management Services Committee is Thomas M. Hontzas, Executive
Vice President of the Company.
(2) This information is as of March 3, 1997. Includes
2,150,680 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 (2,011,272 shares), the Stuart
C. Irby Co. Profit Sharing Trust Fund (31,784 shares), the Irby
Construction Co. Profit Sharing Trust Fund (107,552 shares) and
the Elizabeth M. Irby Foundation (74,072 shares). Also includes
8,400 shares held by Charles L. Irby and 5,626 shares held by
Stuart C. Irby, Jr.
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 March 3, 1997. 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., Arlen L. McDonald, William R. James,
Richard D. McRae and certain other officers which 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.
DIRECTORS, NOMINEES AND AMOUNT AND NATURE OF PERCENTAGE
NAMED EXECUTIVE OFFICERS BENEFICIAL OWNERSHIP OF CLASS
Haley R. Barbour 49,096(1) *
Michael B. Bemis 5,688(2) *
Richard H. Bremer 1,000 *
Sharon S. Greener 33,896 *
Warren A. Hood, Jr. 40,000 *
Charles L. Irby 2,233,080(3) 5.48%
W. R. James 56,333(4) *
B. T. Jones 400 *
James S. Lenoir 85,690(5) *
Arlen L. McDonald 14,412(6) *
Howard L. McMillan, Jr. 115,883(7) *
Richard D. McRae, Jr. 167,688(8) *
W. R. Newman, III 56,436(9) *
John N. Palmer 67,064 *
E. B. Robinson, Jr. 298,249(10) *
Steven C. Walker 72,088(11) *
J. Kelley Williams 12,264 *
22 Directors and 3,465,361(12) 8.42%
Executive Officers
as a Group
*Less than 1 percent
(1) Mr. Barbour has shared voting and investment power with
respect to 3,296 shares with his wife and 800 shares held by
his wife.
(2) Mr. Bemis shares voting and investment power with respect to
2,608 shares with his wife.
(3) Mr. Charles L. Irby shares voting power with respect to
2,224,680 shares with Mr. Stuart C. Irby, Jr. and Mr. Stuart
M. Irby.
(4) Mr. James has shared voting and investment power with
respect to 6,000 shares which are held by Pruet Production
Co. of which he is President.
(5) The amount shown includes 35,400 shares which Mr. Lenoir has
the right to acquire through exercise of options granted
under the Company's incentive plan.
(6) Mr. McDonald has shared voting and investment power with
respect to 400 shares held by his wife. The amount shown
includes 11,400 shares which Mr. McDonald has the right to
acquire through exercise of options granted under the
Company's incentive plan.
(7) Mr. McMillan has shared voting and investment power with
respect to 39,068 shares held by his wife or jointly with
his wife. The amount shown includes 26,600 shares which Mr.
McMillan has the right to acquire through exercise of
options granted under the Company's incentive plan.
(8) Mr. McRae has shared voting and investment power with
respect to 140,080 shares which are held by McRae Foundation, Inc.
(9) Mr. Newman shares voting and investment power with respect
to 29,632 shares held by his wife.
(10) Mr. Robinson has shared voting power with respect to 54,244
shares held by family members. The amount shown also
includes 124,000 shares which Mr. Robinson has the right to
acquire through exercise of options granted under the
Company's incentive plan.
(11) The amount shown includes 71,000 shares which Mr. Walker has
the right to acquire through exercise of options.
(12) The amount shown includes 395,552 shares which executive
officers have the right to acquire through exercise of
options granted under the Company's incentive plan.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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, 1996 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 1996, 1995 and 1994 of the CEO and
the Company's four (4) most highly compensated officers other
than the CEO (collectively, the "Named Executive Officers"):
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL BASE COMPENSATION
OTHER
ANNUAL
COMPENSA-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) TION($)
<S> <C> <C> <C> <C>
E. B. ROBINSON, JR. 1996 395,980 349,340 0
Chairman of the Board & 1995 380,899 406,918 0
Chief Executive Officer of 1994 380,898 451,440 0
the Company
HOWARD L. MCMILLAN, JR. 1996 253,935 185,216 0
President & Chief Operating 1995 253,309 244,195 0
Officer of the Company 1994 252,900 248,668 0
STEVEN C. WALKER 1996 220,093 145,920 0
President & Chief Executive 1995 219,906 194,329 0
Officer of Commercial National 1994 218,102 84,964 0
Bank
JAMES S. LENOIR 1996 160,570 105,656 0
Executive Vice President & 1995 160,570 141,063 0
Chief Credit Officer of the 1994 159,237 143,068 0
Company
ARLEN L. MCDONALD 1996 156,383 103,838 0
Executive Vice President & 1995 149,883 130,981 0
Chief Financial Officer of 1994 142,717 127,767 0
the Company
</TABLE>
<TABLE>
<CAPTION>
LONG-TERM
COMPENSA-
TION
AWARDS ALL OTHER
OPTIONS COMPENSATION($)(2)
(Shares)
<S> <C> <C>
E. B. ROBINSON, JR. 22,000 86,158
Chairman of the Board & 34,000 70,485
Chief Executive Officer of 34,000 59,774
the Company
HOWARD L. MCMILLAN, JR. 10,400 53,449
President & Chief Operating 16,200 38,582
Officer of the Company 16,200 31,280
STEVEN C. WALKER 9,000 28,135
President & Chief Executive 34,000 19,936
Officer of Commercial National 14,000 17,006
Bank
JAMES S. LENOIR 4,400 24,530
Executive Vice President & 7,000 15,194
Chief Credit Officer of the 7,000 10,469
Company
ARLEN L. MCDONALD 4,400 21,158
Executive Vice President & 7,000 15,290
Chief Financial Officer of 7,000 14,034
the Company
</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. All stock options are
post-1996 stock split equivalents.
(2) "All Other Compensation" consists of:
ABOVE MARKET
COMPANY EARNINGS
CONTRIBUTION ON DEFERRED
TO THE 401K PLAN COMPENSATION TOTAL
Robinson $5,850 $80,308 $86,158
McMillan 4,518 48,931 53,449
Walker 4,670 23,465 28,135
Lenoir 3,375 21,155 24,530
McDonald 5,250 15,908 21,158
OPTION GRANTS
Shown below is information on grants of stock options
pursuant to the Company's incentive plan during 1996 to the Named
Executive Officers. All stock options are post-1996 stock split
equivalents. No SARs were granted under that Plan in 1996.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
% OF TOTAL
OPTIONS OPTIONS EXERCISE
GRANTED GRANTED TO PRICE(2) EXPIR-
IN 1996 EMPLOYEES ($ PER ATION
NAME (#)(1) IN 1996 SHARE) DATE
<S> <C> <C> <C> <C>
E. B. Robinson, Jr. 22,000 13.75% 23.63 4/16/06
Howard L. McMillan, Jr. 10,400 6.50% 23.63 4/16/06
Steven C. Walker 9,000 5.63% 23.63 4/16/06
James S. Lenoir 4,400 2.75% 23.63 4/16/06
Arlen L. McDonald 4,400 2.75% 23.63 4/16/06
</TABLE>
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK PRICE
APPRECIATION FOR OPTION TERM(3)
5.0%($) 10.0%($)
<S> <C> <C>
E. B. Robinson, Jr. 326,868 828,348
Howard L. McMillan, Jr. 154,519 391,583
Steven C. Walker 133,719 338,869
James S. Lenoir 65,374 165,670
Arlen L. McDonald 65,374 165,670
</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 ("SEC") 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 1996, 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 1996.
All stock option and price information are post-split
equivalents.
<TABLE>
<CAPTION>
OPTIONS EXERCISED IN 1996 AND YEAR END OPTION VALUE
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN THE MONEY
SHARES YEAR END(#)(1) OPTIONS AT
ACQUIRED VALUE EXERCISABLE/ YEAR END
NAME IN 1996(#) REALIZED($) UNEXERCISABLE ($)(2)
<S> <C> <C> <C> <C>
E. B.
Robinson, Jr. 84,000 1,129,625 124,000/0 1,770,250
Howard L.
McMillan, Jr. 106,800 1,343,325 26,600/0 288,025
Steven C.
Walker 20,000 283,750 71,000/0 991,000
James S.
Lenoir 20,000 347,500 5,400/0 577,900
Arlen L.
McDonald 14,000 203,000 11,400/0 123,775
</TABLE>
(1) All stock options granted prior to 1993 were
exercisable upon the grant of the option. All stock options
granted in 1993, 1994, 1995 and 1996 are exercisable six (6)
months after the date of grant.
(2) Based on the closing price on the New York Stock
Exchange ($30.875) on December 31, 1996.
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
1996 for the individuals named in the Summary Compensation Table
was as follows: E. B. Robinson, Jr. ($395,980); Howard L.
McMillan, Jr. ($253,935); Steven C. Walker ($220,093); James S.
Lenoir ($160,570); and Arlen L. McDonald ($156,383). 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
<C> <C> <C> <C> <C> <C> <C>
$50,000 $10,085 $13,447 $16,809 $20,170 $23,532 $26,457
100,000 22,610 30,147 37,684 45,220 52,757 58,607
150,000 35,135 46,847 58,559 70,270 81,982 90,757
200,000 35,135 46,847 58,559 70,270 81,982 90,757
300,000 35,135 46,847 58,559 70,270 81,982 90,757
400,000 35,135 46,847 58,559 70,270 81,982 90,757
500,000 35,135 46,847 58,559 70,270 81,982 90,757
</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); and 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. Committee Chairmen receive an additional $200 fee for
each committee meeting attended as Chairman of such committee.
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.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF
CONTROL ARRANGEMENTS
In 1996 the Company entered into Change of Control Termination
Agreements with each of the Named Executive Officers which
provide for severance benefits if such officers' employment is
terminated without cause during the 36 months following a change
in control of the Company. The agreement for Mr. McMillan
provides that he is entitled to certain benefits which include
full base salary through the date of termination plus all other
amounts due under any compensation plan; severance payments equal
to three times annual base salary in effect plus three times
average annual bonus for the last three years; deferred
compensation; and medical insurance benefits for three years.
The agreement for Mr. Robinson is similar, but includes
additional payments which provide an excise tax gross-up with
respect to any taxes incurred under Internal Revenue Code Section
4999 following a change in control. The agreements for Messrs.
Lenoir and McDonald are similar to Mr. McMillan's agreement but
the multiple for the severance payment is equal to twice annual
base salary, plus twice times average annual bonus for the last
three years and medical insurance benefits are for two years.
The agreement for Mr. Walker is similar to Mr. McMillan's
agreement but is with Commercial National Bank, a wholly-owned
subsidiary of the Company.
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 1996
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, adjusted for asset size. The peer group is
comprised of ten (10) bank holding companies (the "Peer Group")
in Mississippi and adjoining states with markets similar to the
Company. Six (6) of these bank holding companies are in the KBW
50 index and several are included in the Nasdaq market index
reflected in the Stockholder Return Performance Graph below.
In 1996, two of the five executives above were eligible for
and received an increase in base pay consistent with the
guideline of targeting salary at ten percent below the 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, 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.
For 1996, Robinson received variable pay of $349,340.
This payout was based upon total return to shareholders and 1996
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
The purpose of the Plan is to attract and retain key
executives of the organization through long-term incentives.
There are currently 1,328,000 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
includes earnings and stockholder return) 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 1996 grants, outlined in the accompanying table,
were below the median grant level for Peer Banks.
This report was presented by the Compensation Committee:
Warren A. Hood, Jr., Chairman
Michael B. Bemis
Richard H. Bremer
Charles L. Irby
Richard D. McRae, Jr.
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 S & P 500 Index, 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, some of which are
listed on the New York Stock Exchange (the "NYSE"). The
Company's Common Stock was listed for trading on the Nasdaq
Market Index until December 4, 1996 when the Company's Common
Stock was listed for trading on the NYSE. Because of the
December 4, 1996 listing of the Company's Common Stock on the
NYSE, the Company is required to use a broad based index which
includes companies listed on the NYSE. Pursuant to SEC
requirements, the graph has been prepared to compare the
performance of the Company's Common Stock on the Nasdaq
Market Index used in the Proxy Statement for the 1996 Annual
Meeting as well as the S & P 500 Index, the NYSE based index
chosen by the Company for use in this Proxy Statement.
DEPOSIT GUARANTY CORP. STOCK PERFORMANCE
5 Year Cumulative Total Return Comparison
Among Deposit Guaranty Corp., S & P 500 Index,
Nasdaq Market Index and KBW 50 Total Return Index
[graph]
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
1991 1992 1993 1994 1995 1996
<C> <C> <C> <C> <C> <C> <C>
DEP 100 163.73 175.34 195.58 297.97 425.63
Nasdaq MARKET
(BROAD MARKET) 100 100.98 121.13 127.17 164.96 204.98
KBW 50 100 127.40 134.50 127.60 204.40 289.10
S & P 500
BROAD MARKET) 100 107.60 118.50 120.00 165.10 203.00
</TABLE>
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.
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP 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 five (5) times during 1996. Charles L. Irby serves as
Chairman and other members are Warren A. Hood, Jr., Richard H.
Bremer, Michael B. Bemis 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 1996. 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 1996 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 1997 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 Corporate Governance Committee, consisting of J. Kelley
Williams, Chairman, Michael B. Bemis, Charles L. Irby, W.R.
Newman, III and John N. Palmer, was formed by the Board of
Directors of the Company in September 1996 in connection with the
anticipated combination of the Company's banking subsidiaries.
The purpose of the Committee is to study and make recommendations
to the Board on corporate governance issues such as size and
composition of the Board, term length and compensation of Board
members, possible nominees, committee structure, size and role of
the bank advisory boards and such other matters as the Board may
designate. The Committee met twice in November 1996 and again on
February 28, 1997. Upon the advice of a consultant hired by the
Committee, the Committee recommended to expand the size of the
Board to 13 members at the 1997 Annual Meeting and to nominate
Haley R. Barbour, Sharon S. Greener, William R. James and Booker
T. Jones, who currently serve as directors of Deposit Guaranty
National Bank, to the Company's Board of Directors. These
recommendations were approved by the Board of Directors on
February 28, 1997.
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 20, 1998,
must be received at the Company's principal executive offices no
later than November 28, 1997, if it is to be included in
management's proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
E. B. Robinson, Jr.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Dated and Mailed at
Jackson, Mississippi
on or about March 21, 1997
<PAGE>
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) Richard H. Bremer, Charles
L. Irby 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 March 3, 1997, at the annual meeting of
stockholders to be held on April 15, 1997, 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 11011
NEW YORK, N.Y. 10203-0011
1. ELECTION OF DIRECTORS FOR all WITHHOLD *EXCEPTIONS
nominees AUTHORITY
listed to vote
below. for all
nominees
listed
below.
The nominee for Class A Director is: Richard D. McRae, Jr. The
nominees for Class B Directors are: Haley R. Barbour, William R.
James, Booker T. Jones, E. B. Robinson, Jr. and J. Kelley
Williams. The nominee for Class C Director is: Sharon S.
Greener.
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: , 1997
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.
