SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB\A
/x/ Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1996
/ / Transition Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Commission File Number 0-17851
Bank Corporation of Georgia
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1406233
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4951 Forsyth Road, Macon, Georgia 31210
----------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (912) 757-2000
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value per share
Check whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
---- ----
Check if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not
be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. /X/
State issuer's revenues for its most recent fiscal year.
$27,445,780.
Transitional Small Business Disclosure format. Yes No X
State aggregate market value of the voting stock held by
non-affiliates (which for purposes hereof are all holders other
than executive officers and directors) computed by reference to
the price at which the stock was sold or the average bid and
asked prices of such stock as of March 19, 1997: $24,046,800.
At March 19, 1997, there were issued and outstanding
2,268,097 shares of Common Stock, par value $1.00 per share.
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Financial Statements.
--------------------
The following financial statements and notes thereto of
the Registrant were filed in the Registrant's Form 10-KSB
previously filed with the Commission.
Exhibits.
----------
The following exhibits are required to be filed with
this Report by Item 601 of Regulation S-K:
<PAGE>
Exhibits Description of Exhibit
2.1 -- Agreement and Plan of Reorganization
by and between BCG and Effingham,
dated July 13, 1995, filed as
Exhibit 2.1 to the Registrant's
Registration Statement on Form S-4,
Commission File No. 33-98300, filed
with the Commission on October 16,
1995, which Exhibit is by this
reference herein incorporated.
2.2 -- Amendment Number One to Agreement
and Plan of Reorganization by and
between BCG and Effingham, dated
September 8, 1995, filed as Exhibit
2.2 to the Registrant's Registration
Statement on Form S-4, Commission
File No. 33-98300, filed with the
Commission on October 16, 1995,
which Exhibit is by this reference
herein incorporated.
2.3 -- Amendment Number Two to Agreement
and Plan of Reorganization by and
between BCG and Effingham, dated
October 2, 1995, filed as Exhibit
2.3 to the Registrant's Registration
Statement on Form S-4, Commission
File No. 33-98300, filed with the
Commission on October 16, 1995,
which Exhibit is by this reference
herein incorporated.
2.4 -- Amendment Number Three to Agreement
and Plan of Reorganization by and
between BCG and Effingham, dated
February 26, 1996, filed as Exhibit
2.8 to the Registrant's Registration
Statement on Form S-4, Commission
File No. 33-98300, filed with the
Commission on February 26, 1996,
which Exhibit is by this reference
herein incorporated.
2.5 -- Agreement and Plan of Merger by and
between BCG and Americorp dated
November 15, 1995, filed as Exhibit
2.1 to the Registrant's Registration
Statement on Form S-4, Commission
File Number 33-65071, filed with the
Commission on December 15, 1995,
which Exhibit is by this reference
herein incorporated.
<PAGE>
2.6 -- Agreement and Plan of Merger by and
between Effingham and Interim, dated
February 26, 1996, filed as Exhibit
2.9 to the Registrant's Registration
Statement on Form S-4, Commission
File No. 33-98300, filed with the
Commission on February 26, 1996,
which Exhibit is by this reference
herein incorporated.
3.1 -- Articles of Incorporation of BCG, as
amended, filed as Exhibit 3.1 to the
Registrant's Registration Statement
on Form S-4, Commission File No. 33-
98300, filed with the Commission on
October 16, 1995, which Exhibit is
by this reference herein
incorporated.
3.2 -- By-laws of BCG, incorporated by
reference from Exhibit 3.2 to the 10KSB for
the year ended December 31, 1995 previously
filed with the Commission which Exhibit is
by this reference herein incorporated.
4.1 -- See exhibits 3.1 and 3.2 for
provisions of the Articles of
Incorporation and By-laws, as
amended, which define the rights of
the holders of Common Stock of BCG.
10.1 -- Agreement dated December 10, 1993,
by and between Americorp and BCG,
filed as Exhibit 10.4 to the
Registrant's Registration Statement
on Form S-4, Commission File No. 33-
98300, filed with the Commission on
October 16, 1995, which Exhibit is
by this reference herein
incorporated.
10.2 -- Lease Agreement dated November 16,
1988 by and among Michael A. Angle
and W. H. Anderson, II as Lessors
and FSB as Lessee, filed as Exhibit
10.5 to the Registrant's
Registration Statement on Form S-4,
Commission File No. 33-98300, filed
with the Commission on October 16,
1995, which Exhibit is by this
reference herein incorporated.
10.3 -- Lease Addendum dated March 12, 1992
by and among Michael A. Angle and W.
H. Anderson, II as Lessors and FSB
as Lessee, filed as Exhibit 10.6 to
the Registrant's Registration
Statement on Form S-4, Commission
File No. 33-98300, filed with the
Commission on October 16, 1995,
-64-<PAGE>
which Exhibit is by this reference
herein incorporated.
10.4 -- Sublease dated April 1, 1993 by and
among Michael A. Angle and W. H
Anderson, II as Lessors and FSB as
Lessee, filed as Exhibit 10.7 to the
Registrant's Registration Statement
on Form S-4, Commission File No. 33-
98300, filed with the Commission on
October 16, 1995, which Exhibit is
by this reference herein
incorporated.
10.5 -- Agreement dated May 1, 1993 by and
between BCG and Stephen W. Doughty,
filed as Exhibit 10.8 to the
Registrant's Registration Statement
on Form S-4, Commission File No. 33-
98300, filed with the Commission on
October 16, 1995, which Exhibit is
by this reference herein
incorporated.(1)
10.6 -- Agreement dated May 1, 1993 by and
between BCG and J. Thomas Wiley
filed as Exhibit 10.9 to the
Registrant's Registration Statement
on Form S-4, Commission File No. 33-
98300, filed with the Commission on
October 16, 1995, which Exhibit is
by this reference herein
incorporated.(1)
10.7 -- Incentive Compensation Agreement
dated January 1, 1993 by and between
BCG and Stephen W. Doughty, filed as
Exhibit 10.10 to the Registrant's
Registration Statement on Form S-4,
Commission File No. 33-98300, filed
with the Commission on October 16,
1995, which Exhibit is by this
reference herein incorporated.(1)
10.8 -- Incentive Compensation Agreement
dated January 1, 1993 by and between
BCG and J. Thomas Wiley, filed as
Exhibit 10.11 to the Registrant's
Registration Statement on Form S-4,
Commission File No. 33-98300, filed
with the Commission on October 16,
1995, which Exhibit is by this
reference herein incorporated.(1)
10.9 -- BCG Key Employee Stock Option Plan,
filed as Exhibit 10.12 to the
Registrant's Registration Statement
on Form S-4, Commission File No. 33-
98300, filed with the Commission on
October 16, 1995, which Exhibit is
by this reference herein
incorporated.
-65-<PAGE>
10.10 -- Revolving Credit and Term Loan
Agreement by and between BCG and
Liberty Savings Bank, FSB, dated
December 18, 1992, filed as Exhibit
10.13 to the Registrant's
Registration Statement on Form S-4,
Commission File No. 33-98300, filed
with the Commission on October 16,
1995, which Exhibit is by this
reference herein incorporated.
10.11 -- Loan Commitment Letter from First
Liberty Bank to BCG dated October 5,
1995, filed as Exhibit 10.14 to the
Registrant's Registration Statement
on Form S-4, Commission File No. 33-
98300, filed with the Commission on
October 16, 1995, which Exhibit is
by this reference herein
incorporated.
10.12 -- Stock Redemption Agreement by and
between BCG and Joseph W. Evans,
dated April 26, 1995, filed as
Exhibit 10.15 to the Registrant's
Registration Statement on Form S-4,
Commission File No. 33-98300, filed
with the Commission on October 16,
1995, which Exhibit is by this
reference herein incorporated.
10.13 -- Branch Purchase and Assumption
Agreement dated October 18, 1995 by
and between Bank South and
Ameribank, N.A., filed as Exhibit
10.16 to the Registrant's
Registration Statement on Form S-4,
Commission File No. 33-65071, filed
with the Commission on December 15,
1995, which Exhibit is by this
reference herein incorporated.
21 -- Subsidiaries of the Registrant incorporated
by reference from Exhibit 21 to the 10KSB for
the year ended December 31, 1996 previously
filed with the Commission which Exhibit is
by this reference herein incorporated.
24 -- Power of Attorney (included on the
signature page to the Registration
Statement) incorporated by reference
from Exhibit 24 to the 10KSB for
the year ended December 31, 1996 previously
filed with the Commission which Exhibit is
by this reference herein incorporated.
27 -- Financial Data Schedule (For SEC use only)
incorporated by reference from Exhibit 27 to
the 10KSB for the year ended December 31, 1996
previously filed with the Commission which
Exhibit is by this reference herein incorporated.
99 -- Definitive Proxy Statement for the Annual Meeting
of Shareholders to be held on May 28, 1997.
_______________________
(1) Compensatory Plan or Arrangement.
(b) Reports on Form 8-K. No reports on Form 8-K were
filed during the last quarter of 1996.
<PAGE>
SIGNATURES
The undersigned registrant hereby amends the following
items, financial statements, exhibits or other portions of its 1996
Annual Report on Form 10-KSB by adding Exhibit 99 - Proxy Statement.
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has duly
caused this Report on Form 10-KSB/A to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Macon,
State of Georgia, on the 29th of April, 1997.
BANK CORPORATION OF GEORGIA
By: /s/ Joseph W. Evans
Joseph W. Evans
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
------------ -----------
99 Definitive Proxy Statement for the Annual Meeting of
Shareholders to be held on May 28, 1997.
BANK CORPORATION OF GEORGIA
4951 FORSYTH ROAD
MACON, GEORGIA 31210
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 28, 1997
The annual meeting of shareholders of Bank Corporation of Georgia
(the "Company") will be held on Wednesday, May 28, 1997, at 10:00 A.M. at
Idle Hour Country Club, 251 Idle Hour Drive, Macon, Georgia, for the
purposes of considering and voting upon:
1. The election of eight directors to constitute the Board of
Directors to serve until the next annual meeting and until their
successors are elected and qualified; and
2. Such other matters as may properly come before the meeting or
any adjournment thereof.
Only shareholders of record at the close of business on March 17,
1997 will be entitled to notice of and to vote at the meeting or any
adjournment thereof.
The Proxy Statement and a Proxy solicited by the Board of Directors
are enclosed herewith. Please sign, date and return the Proxy promptly
in the enclosed business reply envelope. If you attend the meeting you
may, if you wish, withdraw your Proxy and vote in person.
Also enclosed is a copy of the Company's 1996 Annual Report.
By Order of the Board of Directors,
WILLIAM H. ANDERSON, II
Chairman of the Board and Director
April 25, 1997
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR
VOTE MAY BE RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY.
<PAGE>
Bank Corporation of Georgia
4951 Forsyth Road
Macon, Georgia 31210
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of Proxies by the Board of Directors of Bank
Corporation of Georgia (the "Company") for use at the annual
meeting of shareholders of the Company to be held May 28, 1997,
and any adjournment thereof, for the purposes set forth in the
accompanying notice of the meeting. The expenses of this
solicitation, including the cost of preparing and mailing this
Proxy Statement, will be paid by the Company. Copies of
solicitation materials may be furnished to banks, brokerage
houses, and other custodians, nominees and fiduciaries for
forwarding to beneficial owners of shares of the Company's Common
Stock, par value $1.00 per share (the "Common Stock"), and normal
handling charges may be paid for such forwarding service. In
addition to solicitations by mail, directors and regular
employees of the Company may solicit Proxies in person or by
telephone or telegraph. It is anticipated that this Proxy
Statement and the accompanying Proxy will first be mailed to
shareholders on or about April 25, 1997.
The record of shareholders entitled to vote at the annual
meeting was taken as of the close of business on March 17,1997.
On that date, the Company had outstanding and entitled to vote
2,268,097 shares of Common Stock, each entitled to one vote per
share.
Any Proxy given pursuant to this solicitation may be revoked
by any shareholder who attends the meeting and gives oral notice
of his or her election to vote in person, without compliance with
other formalities. In addition, any Proxy given pursuant to this
solicitation may be revoked prior to the meeting by delivering an
instrument revoking it or a duly executed Proxy bearing a later
date to the Secretary of the Company. If the Proxy is properly
completed and returned by the shareholder and is not revoked, it
will be voted at the meeting in the manner specified thereon. If
the Proxy is returned but no choice is specified thereon, it will
be voted for all the persons named below under the caption
"Information about Nominees for Directors".
The Company will furnish without charge a copy of its Annual
Report on Form 10-KSB filed with the Securities and Exchange
Commission for the fiscal year ended December 31, 1996, including
financial statements and schedules, to any record or any
beneficial owner of the Common Stock as of March 17, 1997 who
requests a copy of such Report. Any request for the Report on
Form 10-KSB should be in writing addressed to:
Mrs. Evelyn Hunt
Bank Corporation of Georgia
4951 Forsyth Road
Macon, GA 31210
If the person requesting the Report on Form 10-KSB was not a
shareholder of record on March 17, 1997, the request must include a
representation that the person was a beneficial owner of Common Stock on
that date. Copies of any exhibits to the Form 10-KSB will also be
furnished on request and upon the payment of the Company's expenses in
furnishing the exhibits.<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS
The following table lists information concerning beneficial
ownership of the Common Stock at March 17, 1997 by (i) each person known
to the Company to beneficially own more than 5% of the Common Stock, (ii)
each nominee for director and the Named Executive Officers, as defined
below, and (iii) all nominees for director and executive officers of the
Company as a group. Except as set forth on the following page, the
shareholders named below have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by
them.
<TABLE>
<CAPTION>
Common Stock
Name of Beneficial Owner Beneficially Owned Percent of Class
- ------------------------ ------------------ -----------------
<S> <C> <C>
Halstead T. Anderson, II 38,272<F1> 1.67%
William H. Anderson, II 530,911<F2><F3><F4><F5><F6><F7><F8> 23.23%
Bank Corporation of Georgia Employee Stock 283,636<F9> 12.41%
Ownership Plan
Oliver C. Bateman 285,886<F10><F11><F12> 12.51%
Malcolm L. Butler 284,140<F11><F13> 12.43%
Stephen W. Doughty 70,916<F14> 3.10%
Charles B. Evans, Jr. 22,715<F15> *
Joseph W. Evans 244,305<F16><F17><F18> 10.69%
W. Carl Joiner, Sr. 284,411<F11><F19> 12.45%
Kenneth D. Sams 46,025<F20> 2.01%
Southern Trust Corporation 14,856<F21> 7.65%
Southern Trust Insurance Company 226,338<F22> 9.91%
J. Thomas Wiley 65,916<F23> 2.88%
All Nominees for Director and Executive Officers as a 1,306,225<F11><F14><F17><F23> 57.16%
Group (11 Persons)
* Less than one percent.
<FN>
<F1> Includes 2,666 shares held in trust for his children over which
Mr. Anderson has voting power.
<F2> Includes 226,338 shares owned by Southern Trust Insurance Company
over which Mr. Anderson has voting power.
<F3> Includes 174,856 shares owned by Southern Trust Corporation over
which Mr. Anderson has voting power.
<F4> Includes 36,458 shares owned by RamBay Corporation over which
Mr. Anderson has voting power.
<F5> Includes 23,080 shares held in a Marital Trust for Vivian H.
Anderson, Mr. Anderson's mother, over which Mr. Anderson has
voting power.
<F6> Includes 16,800 shares owned by Santee Partners,
LTD over which Mr. Anderson has voting power.
<F7> Includes 5,682 shares owned by Vivian H. Anderson, Mr. Anderson's
mother, over which Mr. Anderson has voting power.
<F8> Mr. Anderson's mailing address is 682 Cherry Street,
Macon, Georgia 31210.
<F9> The address of the ESOP is 4951 Forsyth Road, Macon, Georgia, 31210.
<F10> Includes 500 shares in his son's name over which Mr. Bateman has
voting power.
<F11> Includes 283,636 shares of Common Stock owned by the Company's
Employee Stock Ownership Plan (the "ESOP"), over which Messrs.
Bateman, Butler and Joiner exercise voting power.
<F12> Mr. Bateman's mailing address is 2885 Walden Road, Macon,
Georgia, 31206.
<F13> Mr. Butler's mailing address is 115 McIntosh Drive,
Savannah, Georgia 31406.
<F14> Includes presently exercisable options to acquire 50,166 shares
of Common Stock.
<F15> Includes 8,715 shares in his children's name over which Mr. Evans
has voting power.
<F16> Includes 39,654 shares owned by Howell D. Evans, Mr. Evans' father,
over which Mr. Evans has voting power.
<F17> Includes presently exercisable options to acquire 35,000 shares
of Common Stock.
<F18> Mr. Evans' mailing address is P.O. Box 353, Smarr, Georgia, 31086.
<F19> Mr. Joiner's mailing address is 853 Washington Avenue, Macon,
Georgia 31201.
<F20> Includes 45,850 shares owned by Cherokee Brick & Tile Company, over
which Mr. Sams has voting power.
<F21> The address of Southern Trust Corporation is 682 Cherry Street,
Macon, Georgia, 31201.
<F22> The address of Southern Trust Insurance Company is 682 Cherry
Street, Macon, Georgia, 31201.
<F23> Includes presently exercisable options to acquire 50,166 shares of
Common Stock.
</FN>
</TABLE>
NOMINATION AND ELECTION OF DIRECTORS
(Proposal 1)
The by-laws of the Company provide that the Board of Directors
shall consist of not less than five directors or not more than twelve
directors. The number of directors may be increased or decreased from
time to time by the Board of Directors by amendment of the by-laws, but
no decrease shall have the effect of shortening the term of an incumbent
director. The term of office for directors continues until the next
annual meeting and until their successors are elected and qualified.
Each Proxy executed and returned by a shareholder will be voted
as specified thereon by the shareholder. If no specification is made,
the Proxy will be voted for the election of the nominees named below to
constitute the entire Board of Directors. In the event that any nominee
withdraws or for any reason is not able to serve as a director, the Proxy
will be voted for such other person as may be designated by the Board of
Directors as a substitute nominee, but in no event will the Proxy be
voted for more than eight nominees.
The affirmative vote of a plurality of the outstanding shares of
Common Stock represented in person or by proxy at a meeting at which a
quorum is present is required for election of the nominees named below.
A quorum is present when the holders of a majority of the shares
outstanding on the record date are present in person or by proxy. An
abstention or a broker non-vote would be included in determining whether
a quorum is present at the meeting but would have no effect on the
outcome of the vote for election of directors. Management of the Company
has no reason to believe that any nominee will not serve if elected. All
of the nominees are currently directors of the Company. The Board of
Directors recommends a vote "FOR" the proposed nomination and election of
the individuals listed below, and the enclosed Proxy will be so voted
unless the shareholder executing the Proxy specifically votes against the
election of nominees listed below or abstains from voting by marking the
appropriately designated block on the Proxy.
3
<PAGE>
INFORMATION ABOUT NOMINEES FOR DIRECTORS
The following information as of January 1, 1997 has been furnished
by the respective nominees for director. Except as otherwise indicated,
each nominee has been or was engaged in his present or last principal
employment, in the same or a similar position, for more than five years.
<TABLE>
<CAPTION>
Name (Age) Principal Position and Business Experience
<S> <C>
William H. Anderson, II (59) Mr. Anderson has been Chairman of the Board of Directors of the
Company since 1980 and a director of First South Bank, National
Association, Macon, Georgia ("FSB") since 1964. He has also
been Chairman and CEO of Southern Trust Insurance Company
since June 1968.
Halstead T. Anderson, II (31) Mr. Anderson has been a director of FSB and the Company since
April 1993. He has served as Executive Vice President and Treasurer of
Southern Trust Insurance Company since November 1995. Previously,
he served as Vice President beginning March 1994, and as Treasurer
beginning June 1987.
Oliver C. Bateman (73) Mr. Bateman has been a director of FSB and the Company since
October 1995. He is President of Bateman Company, a peach
growing and wholesale operation, and a director of Southern Trust
Insurance Company.
Malcolm L. Butler (38) Mr. Butler has been a director of Ameribank, National Association,
Savannah, Georgia ("Ameribank") since January 1996 and a
director of the Company since November 1996. He has served since
1980 as President of Fiduciary Services Corporation, an investment
management company.
Charles B. Evans, Jr. (45) Mr. Evans has been a director of the Company since 1985 and of
FSB since 1983. Mr. Evans is President of Evans Packing
Company and Evangelen Farms, both agricultural-related
businesses.
Joseph W. Evans (47) Mr. Evans has been President and CEO of the Company since 1984,
and was President of FSB until 1991, when he became Chairman of
FSB. He is currently a director of the Company, FSB, and
Ameribank, (collectively, FSB and Ameribank are sometimes referred to
as the Banks"). Mr. Evans is also a director of Southern Trust Insurance
Company.
W. Carl Joiner, Sr. (54) Mr. Joiner has been a director of FSB and the Company since April
1993. He has served as Dean of the School of Business and
Economics at Mercer University since September, 1974.
Kenneth D. Sams (45) Mr. Sams has been a director of FSB and the Company since April,
1993. He has been employed by Cherokee Brick and Tile Company
since 1978, where he has served as President since 1989.
</TABLE>
4
<PAGE>
There are no family relationships among any directors and/or
executive officers of the Company, except that Halstead T. Anderson, II,
director of the Company, is the son of William T. Anderson, II, Chairman
of the Company's Board of Directors.
EXECUTIVE COMPENSATION
The following table sets forth the annual and other compensation
paid by the Company and the Banks during the 1996, 1995, and 1994 fiscal
years to Joseph W. Evans, President and Chief Executive Officer of the
Company and director of the Company and each of the Banks, J. Thomas
Wiley, President and Chief Executive Officer of Ameribank and director of
each of the Banks and Stephen W. Doughty, Executive Vice President and
Chief Operating Officer of the Company and director of each of the Banks.
These three officers are the only Executive Officers of the Company.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
--------------------------------- ------------
Name and Principal Positions Year Salary<F1> Bonus Other Securities All Other
Underlying Compensation
Options/SRAs
---------------------------- ---- -------- ------- ----- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Joseph W. Evans (47) 1996 $187,000 $48,060 <F2> 0 $9,930<F3>
President, Chief Executive
Officer and Director of Company, 1995 $184,000 $96,734 <F2> 0 $9,669
Director of FSB, and Ameribank
1994 $184,000 $92,411 <F2> 0 $9,555
J. Thomas Wiley (44) 1996 $126,000 $41,800 <F2> 0 $14,775<F4>
President and Chief Executive
Officer and Director of 1995 $116,000 $70,497 <F2> 0 $21,067
Ameribank, Director of FSB
1994 $116,000 $62,609 <F2> 0 $20,431
Stephen W. Doughty (45) 1996 $126,000 $41,748 <F2> 0 $16,425<F5>
Executive Vice President and
Chief Operating Officer and 1995 $116,000 $71,919 <F2> 0 $22,222
Director of FSB and Director
of Ameribank 1994 $116,000 $64,500 <F2> 0 $16,374
<FN>
<F1> Includes directors' fees.
<F2> Does not meet the SEC threshold for disclosure.
<F3> Includes ESOP contributions by the Company totaling $3,000
and matching contributions to the Company 401(k) plan totaling
$6,930.
<F4> Includes ESOP contributions by the Company totaling $3,000,
matching contributions to the Company 401(k) plan totaling $5,775
and deferred compensation totaling $6,000.
<F5> Includes ESOP contributions by the Company totaling $3,000, matching
contributions to the Company 401(k) plan totaling $7,425 and deferred
compensation totaling $6,000.
</FN>
</TABLE>
5
<PAGE>
DIRECTOR COMPENSATION. Directors of the Company received $750 per
Board meeting attended during 1996. Members of the Company's Board of
Directors who also serve as members of one or more of the Boards of
Directors of the Banks do not receive any additional compensation.
William H. Anderson also received monthly payments of $4,166.67 from the
Company during 1996 for his service as Chairman of the Company's Board of
Directors and a director of FSB.
STOCK BASED COMPENSATION. The Company did not grant restricted
stock or similar awards to any of its executive officers during 1996,
1995, or 1994, except for the grant of options to purchase Common Stock
granted under the Company's Stock Option Plan. Prior to 1996, the
Company's Stock Option Plan contained certain stock appreciation rights
whereby the Company will pay in cash or stock an amount of up to 200% of
the fair market value of the Common Stock at the exercise date over the
fair market value of the Common Stock at the grant date. Exercise of
either the stock options or the stock appreciation rights would preclude
exercise of the other.
STOCK OPTION AND STOCK APPRECIATION RIGHTS FISCAL YEAR-END VALUES.
The following table includes information with respect to unexercised
options to purchase the Common Stock and unexercised stock appreciation
rights granted under the Company's Stock Option Plan to the Named
Executive Officers and held by them at December 31, 1996. No options or
stock appreciation rights were granted to any Named Executive Officer
during 1996. Prior to 1996, the Company granted stock appreciation
rights in tandem with option grants pursuant to which grantees are
eligible to receive cash or Common Stock in an amount equal to the number
of options granted multiplied by the difference between the fair market
value of the Common Stock at the date of grant and the fair market value
of the Common Stock at the date of exercise, up to a maximum of twice the
fair market value at the date of grant multiplied by the number of
options granted. Exercise of either the options or the stock
appreciation rights precludes exercise of the other.
<TABLE>
<CAPTION>
FISCAL YEAR-END OPTIONS/SAR VALUES
Number of Securities
Underlying Unexercised Value of Unexercised Value of Unexercised
Options/SARs at In the In the
FY-End(#)<F1> Money Options at FY-End ($) Money SAR at FY-End ($)
----------------------- --------------------------- -----------------------
Name
-----
<S> <C> <C> <C>
Joseph W. Evans 35,000 361,235 216,300
J. Thomas Wiley, Jr. 50,166 535,780 304,507
Stephen W. Doughty 50,166 535,780 304,507
<FN>
<F1> All options and stock appreciation rights are currently exercisable.
</FN>
</TABLE>
6<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Banks have had, and expect to have in the future, banking
transactions in the ordinary course of business with directors and
officers of the Company and their associates, including corporations in
which such officers or directors are shareholders, directors and/or
officers, on the same terms (including interests rates and collateral) as
those prevailing at the time for comparable transactions with other
persons. Such transactions have not involved more than the normal risk
of collectability or presented other unfavorable features. At December
31, 1996, loans to directors and officers and their associates totaled
$6,878,000, or 25.74% of total shareholders' equity.
On November 16, 1988, FSB entered into a lease agreement, as amended
on March 12, 1992 (the "Lease"), with William H. Anderson, II, Chairman
of the Board of Directors of the Company, pursuant to which Mr. Anderson
rents to FSB the office at which the FSB operations center, FSB loan
servicing office and the Company's executive offices are located. The
initial term of the Lease expired on January 31, 1996, and at that time
the term of the Lease was extended to January 31, 2004. Currently, Mr.
Anderson receives monthly rental payments of $6,710.84. During the 1996
fiscal year, rental payments by FSB totaled approximately $82,000 under
the Lease.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held ten meetings during 1996. All of the
Directors attended at least seventy-five percent (75%) of the meetings of
the Board and committees of the Board on which they sat during their
tenure as directors.
The Board of Directors does not have a standing nominating
committee. It has an Audit Committee, which reviews financial controls,
evaluates results of audit procedures and reports on such matters to the
full Board. The Audit Committee meetings were held quarterly during 1996
and were composed of W. Carl Joiner, Halstead T. Anderson, II, Charles B.
Evans, Jr. and Oliver C. Bateman.
The Board of Directors also has a Personnel/Compensation Committee
which reviews and approves management compensation issues. These issues
include, but are not limited to, the review of personnel grading systems,
the review of officer incentive plans (including the Company's Stock
Option Plan) and a determination of 401(K) matching and ESOP
contributions. During 1996, the Personnel/Compensation Committee held
two meetings and was composed of John W. Ramsey, William H. Anderson, II
and Kenneth D. Sams.
INFORMATION CONCERNING THE COMPANY'S ACCOUNTANTS
The certified public accounting firm of Porter Keadle Moore, LLP,
successor to the firm of Evans, Porter, Bryan & Company, was the
independent accountant for the Company during the year ended December 31,
1996. Representatives of Porter Keadle Moore, LLP are expected to be
present at the annual meeting and will have the opportunity to make a
statement if they desire to do so and to respond to appropriate
questions. The Company anticipates that Porter Keadle Moore, LLP will be
the Company's accountants for the current fiscal year.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's
1998 Annual Meeting must be received by December 26, 1997, in order to be
eligible for inclusion in the Company's Proxy Statement and Proxies for
that meeting.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those
other matters should be presented for consideration and voting, however,
it is the intention of the persons named as proxies in the enclosed Proxy
to vote in accordance with their best judgement as to what is in the best
interest of the Company.
By Order of the Board of Directors,
Jerry E. Daniel
Secretary
April 25, 1997
<PAGE>
COMMON STOCK OF BANK CORPORATION OF GEORGIA
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 1997 ANNUAL
MEETING OF SHAREHOLDERS
The undersigned hereby appoints William H. Anderson, II and Joseph
W. Evans, or either of them with power of substitution to each, the
proxies of the undersigned to vote the Common Stock of the undersigned at
the Annual Meeting of Shareholders of BANK CORPORATION OF GEORGIA to be
held on May 28, 1997, and any adjournment thereof.
1. / / FOR all nominees for directors listed below (except as
marked to the contrary);
William H. Anderson, II, Charles B. Evans, Jr., Joseph W.
Evans, W. Carl Joiner, Kennth D. Sams, Oliver C.
Bateman, Halstead T. Anderson, II, Malcolm L. Butler
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE SPACE PROVIDED BELOW)
Name ______________________________________________________
/ / WITHHOLD AUTHORITY to vote for all nominees listed above.
2. In accordance with their best judgement with respect to any other
matters that may properly come before the meeting. THE BOARD OF DIRECTORS
FAVORS A VOTE "FOR" THE ELECTION AS DIRECTORS OF THE PERSONS NAMED IN
THE PROXY STATEMENT AND, UNLESS INSTRUCTIONS TO THE CONTRARY ARE
INDICATED IN THE SPACE PROVIDED, THIS PROXY WILL BE SO VOTED.
Signature_______________________________ Date______________________________
Please sign this Proxy exactly as name appears on the Proxy. When
signing as an attorney, trustee, administrator or guardian, please give
your title as such. In the case of joint tenants, each joint owner must
sign.
