<PAGE>
<PAGE>
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(3)(2)
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SOUTHWEST GEORGIA FINANCIAL CORPORATION
-----------------------------------------------
(Name of Registrant as Specified in Its Charter)
SOUTHWEST GEORGIA FINANCIAL CORPORATION
--------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or 14a-6(j)(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:
__________________________________________________
<PAGE>
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>
<PAGE>
SOUTHWEST GEORGIA FINANCIAL CORPORATION
P.O. BOX 849
201 FIRST STREET, S.E.
MOULTRIE, GEORGIA 31768
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 18, 1995
The annual meeting of shareholders of Southwest Georgia
Financial Corporation ("the Company") will be held on Tuesday,
April 18, 1995, at 4:30 P.M. at the Colquitt County Arts Center,
401 Seventh Avenue, S.W., Moultrie, Georgia, for the purposes of
considering and voting upon:
1. The election of eleven 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
6, 1995 will be entitled to notice of and to vote at the meeting or
any adjournment thereof.
A 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 the Company's 1994 Annual Report to
Shareholders, which contains financial data and other information
about the Company.
By Order of the Board of Directors,
/s/ John H. Clark
JOHN H. CLARK
President
March 17, 1995
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE
ENCLOSED SELF-ADDRESSED ENVELOPE.
<PAGE>
<PAGE>
SOUTHWEST GEORGIA FINANCIAL CORPORATION
P.O. BOX 849
201 FIRST STREET, S.E.
MOULTRIE, GEORGIA 31768
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of Proxies by the Board of Directors of Southwest
Georgia Financial Corporation (the "Company") for use at the Annual
Meeting of Shareholders of the Company to be held on April 18,
1995, 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, 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. It is anticipated that this Proxy Statement and
the accompanying Proxy will first be mailed to shareholders on
March 17, 1995.
The record of shareholders entitled to vote at the Annual
Meeting of Shareholders was taken as of the close of business on
March 6, 1995. On that date, the Company had outstanding and
entitled to vote 1,269,128 shares of Common Stock, par value $1.00
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 any
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 Director."
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, 1994, INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES, TO ANY RECORD OR ANY BENEFICIAL
OWNER OF ITS COMMON STOCK AS OF MARCH 6, 1995 WHO REQUESTS A COPY
OF SUCH REPORT. ANY REQUEST FOR THE FORM 10-KSB REPORT SHOULD BE
IN WRITING ADDRESSED TO:
MR. GEORGE R. KIRKLAND
SOUTHWEST GEORGIA FINANCIAL CORPORATION
P.O. BOX 849
MOULTRIE, GEORGIA 31776-0849
IF THE PERSON REQUESTING THE REPORT WAS NOT A SHAREHOLDER OF
RECORD ON MARCH 6, 1995, 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 EXPENSE
IN FURNISHING THE EXHIBITS.
2<PAGE>
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS
The following table sets forth as of January 1, 1995,
beneficial ownership of the Company's Common Stock by each
"person" (as that term is defined by the Securities and Exchange
Commission) known by the Company to be the beneficial owner of
more that 5% of the Company's voting securities and by all
directors and officers of the Company as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES
BENEFICIAL OWNER OWNED BENEFICIALLY PERCENT OF CLASS
------------------- ------------------ ----------------
<S> <C> <C>
Leo T. Barber, Jr. 242,249 (1,2) 19.09%
617 Third Street, S.W.
Moultrie, Georgia 31768
Albert W. Barber 227,799 (1,3) 17.95%
118 Dogwood Circle
P.O. Box 627
Moultrie, Georgia 31768
The Employee Stock Ownership Plan 241,490 19.03%
and Trust of Southwest Georgia
Financial Corporation
201 First Street, S.E.
Moultrie, Georgia 31768
All Directors and Officers as a Group 481,336 37.93%
(19 persons)
--------------------
</TABLE>
(1) Includes 129,825 shares held by the Louise W. Barber Trust,
of which Leo T. Barber, Jr. and Albert W. Barber are joint
trustees. Also includes 62,420 shares held by the Estate of
Leo T. Barber, Sr., of which Leo T. Barber, Jr. and Albert W.
Barber serve as co-executors.
(2) Includes 3,000 shares held in the name of Mr. Leo T. Barber's
wife.
(3) Includes 1,300 shares held in the name of Mr. Albert W.
Barber's wife.
3<PAGE>
<PAGE>
NOMINATION AND ELECTION OF DIRECTORS
The bylaws of the Company provide that the Board of Directors
shall consist of not less than five nor more than twenty-five
directors. The exact number of directors is currently set at
eleven by Board resolution. The number of directors may be
increased or decreased within the foregoing range from time to time
by the Board of Directors or resolution of the shareholders. The
terms of office for directors continue until the next Annual
Meeting of Shareholders and until their successors are elected and
qualified or until earlier resignation, removal from office or
death.
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 substitute
nominee, but in no event will the Proxy be voted for more than nine
nominees. Management of the Company has no reason to believe that
any nominee will not serve if elected. All the nominees are
currently directors of the Company.
Directors are elected by a plurality of the votes cast by the
holders of the shares entitled to vote in the election at a meeting
at which a quorum is present. A quorum is present when the holders
of a majority of the shares outstanding on the record date are
present at a meeting in person or by proxy. An abstention would
not be considered to be one of the "votes cast" for purposes of the
first sentence of this paragraph, but would be included in
determining whether a majority of the outstanding shares is
represented for determining whether a quorum is present at a
meeting.
At each election for directors every shareholder entitled to
vote at such election shall have the right to vote, in person or by
proxy, the number of shares owned by him for as many persons as
there are directors to be elected and for whose election he has a
right to vote, or to cumulate his votes by giving one candidate as
many votes as the number of such directors multiplied by the number
of his shares shall equal, or by distributing such votes on the
same principle among any number of such candidates.
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The following information as of January 1, 1995, 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>
Number of Shares
Information Owned Beneficially
Name (Age) About Nominee (Percent of Class)
---------- ------------- -------------------
<S> <S> <C>
John H. Clark (57) President and Director of Southwest 35,159
Georgia Bank (the "Bank") since 1978, (2.77%)
(1)
Mr. Clark has served as President
and Director of the Company since 1980.
Leo T. Barber, Jr. (72) A Director of the Bank since 1951 and of 242,249
the Company since 1981, Mr. Leo Barber is (19.09%) (2)
Chairman of the Board of both the Bank and the
Company. He is Secretary and Treasurer of
Barber Contracting Company, a general contracting
company. Also, he is President of South Georgia
Investment Company, a property rental company.
</TABLE>
4<PAGE>
<PAGE>
<TABLE>
<CAPTION>
<S> <S> <C>
Albert W. Barber (65) A Director of the Company and Bank since 1990, 227,779
Mr. Albert Barber is President of Barber (17.95%)
(3)
Contracting Company, a general contracting
company. Also, he is Vice President and Treasurer
of South Georgia Investment Company, a property
rental company.
Robert M. Duggan (63) A Director of the Bank since 1980 and of 15,351
the Company since 1981, Mr. Duggan is a (1.21%)
retired President of Davis Gas Company
and is currently self employed as a tree
farmer.
E. J. McLean, Jr. (72) A Director of the Company since 1981 and of 24,089
the Bank since 1980, Mr. McLean is a retired (1.90%)
Vice President and active consultant of McLean
Engineering Company, Inc., a consulting
engineering firm.
Glenn D. Moon (65) Senior Vice President and Trust Officer of the Bank 10,397*
since 1986 and Senior Vice President of the
Company since 1992. Mr. Moon has served with
Bank and the Company since 1982. Mr. Moon is
standing for election as Director of the Bank
and the Company for the first time at the Company's
1995 Annual Meeting.
Richard L. Moss (43) A Director of the Bank since 1980 and of the 9,814*
Company since 1981, Mr. Moss is
President of Moss Farms.
Lee C. Redding (48) A Dentist and owner of a family dental practice 5,968*
since 1976. Mr. Redding is standing for
election as Director of the Bank and the
Company for the first time at the Company's
1995 Annual Meeting.
Roy Reeves (35) A Director of the Bank and the Company since 13,201
1991, Mr. Reeves is Secretary-Treasurer of (1.04%)
Kelly-Reeves Furniture Company and managing
partner with Reeves Properties, a property
rental company.
Jack Short (72) A Director of the Bank since 1975 and of the 13,814
Company since 1981, Mr. Short is Vice Chairman (1.09%)
of the Board of both the Bank and the Company.
Also, he is a Partner in the law firm of Short
and Fowler.
</TABLE>
5<PAGE>
<PAGE>
<TABLE>
<CAPTION>
<S> <S> <C>
Johnny R. Slocumb (42) A Director of the Bank and the Company since 12,889
1991, Mr. Slocumb is owner of the Slocumb (1.02%)
Company, a company which offers real estate
and insurance services.
</TABLE>
-------------------
* Less than one percent (1%)
(1) Includes 19,322 shares allocated to the account of Mr. Clark
in the Employee Stock Ownership Plan and Trust, over which
shares Mr. Clark exercises voting power.
(2) Includes 129,825 shares owned of record by the Louise W.
Barber Trust, of which Mr. Leo T. Barber is co-trustee, 62,420
shares owned of record by the Estate of Leo T. Barber, Sr., of
which Mr. Barber is co-executor, and 3,000 shares owned of
record by Mr. Barber's wife.
(3) Includes 129,825 shares owned of record by the Louise W.
Barber Trust, of which Mr. Albert Barber is co-trustee, 62,420
shares owned by the Estate of Leo T. Barber, Sr., of which Mr.
Barber is co-executor, and 1,300 shares owned of record by
Mr. Barber's wife.
There are no family relationships between any director,
executive officer or nominee for director of the Company or any of
its subsidiaries with the exception of two directors, Leo T.
Barber, Jr. and Albert W. Barber, who are brothers.
EXECUTIVE COMPENSATION
The Company did not pay any remuneration to its officers
during the year ended December 31, 1994. The following table sets
forth the annual and other compensation paid or accrued for each of
the last three fiscal years for John H. Clark, who is the President
and Director of the Company and the Bank. No other executive
officers of the Company were paid $100,000 or more in salary,
bonus and directors' fees during 1994.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
NAME AND PRINCIPAL ANNUAL COMPENSATION ALL OTHER
------------------------------------------------
POSITION DURING 1994 YEAR SALARY BONUS OTHER COMPENSATION
-------------------- ---- ------ ---- ----- ------------
<S> <C> <C> <C> <C> <C>
John H. Clark 1994 139,400 36,000 1,800 (1) 27,151 (2)
President of the Company and the Bank 1993 133,508 36,000 1,800 (1) 28,351
1992 125,900 50,000 900 (1) 23,175
</TABLE>
(1) Amount represents fair market value of discount on stock
purchased under a Company compensation plan.
(2) Amount includes Bank's contributions to defined contribution
plan of $25,801 and premiums for group term life insurance of
$1,350.
The Company has never granted restricted stock, options, stock
appreciation rights or similar awards to any of its present or past
executive officers.
6<PAGE>
<PAGE>
COMPENSATION OF DIRECTORS
COMPENSATION. The Board of Directors of the Bank consists of
the same members as the Board of Directors of the Company. In
1994, the Chairman, Vice Chairman and each Director of the Bank
received an annual fee of $6,000, $4,200, and $2,400,
respectively, and $100 per Bank's Board meeting attended. Also,
each Director of the Bank received $50 per Bank's Board committee
meeting attended. The Directors of the Company are not
compensated for membership on the Company's Board of Directors.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN
CONTROL ARRANGEMENTS
On November 21, 1989, the Company entered into an employment
agreement (the "Agreement") with John H. Clark, employing Mr. Clark
as Chief Executive Officer until ten (10) years after the date of
the Agreement (the "Term") or until the Agreement is earlier
terminated. Under the Agreement the Board of Directors of the
Bank or Company has discretion to determine Mr. Clark's
compensation and benefits, including disability insurance, medical
insurance and life insurance, subject to certain parameters set
forth in the Agreement.
Mr. Clark's employment may be terminated for cause if Mr.
Clark violates or breaches any material term of the Agreement,
habitually neglects his duties or is convicted of a felony. If
Mr. Clark is terminated for cause, the Bank and the Company will
have no further financial obligation to Mr. Clark.
If Mr. Clark's employment terminates for any reason, Mr. Clark
agrees not to provide banking services or solicit certain bank
customers within certain geographical limits within five years of
such termination. In consideration for such non-compete agreement
and services rendered, if Mr. Clark's employment is terminated
without cause prior to the end of the Term, Mr. Clark will receive
a termination payment annually during the remainder of the Term.
The amount of such annual payment will depend upon the year of
termination, and can vary from an annual payment of $105,000 for
the remaining five years of the Term to a single payment of
$125,000 if Mr. Clark were terminated during the last year of the
Term.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Bank from time to time has had, and expects to have in the
future, banking transactions in the ordinary course of business
with officers and directors of the Company and their related
interests, on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and such transactions
have not involved more than the normal risk of collectibility or
presented other unfavorable features.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held 12 regular meetings and one
special meeting during 1994. All of the directors attended at
least seventy-five percent (75%) of the Board and committee
meetings held during their tenure as directors except Richard L.
Moss, who attended fifty-eight percent (58%).
The Company has a personnel committee of the Board of
Directors. This committee is composed of three members, John H.
Clark, Leo T. Barber, Jr., and Jack Short. The committee, which
recommends compensation levels for the Bank's employees, held three
meetings during 1994. The Company has no standing audit or
nominating committee of the Board of Directors or committee
performing similar functions.
7<PAGE>
<PAGE>
INFORMATION CONCERNING THE COMPANY'S ACCOUNTANTS
Draffin & Tucker was the principal independent public
accountant for the Company during the year ended December 31, 1994.
Representatives of Draffin & Tucker 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 Draffin & Tucker will be
the Company's accountants for the current fiscal year.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the
Company's 1996 Annual Meeting of Shareholders must be received by
November 13, 1995, 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
stated above that are to be brought before the meeting. If any
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 judgment as to what
is in the best interest of the Company.
By order of the Board of Directors,
/s/ John H. Clark
John H. Clark
President
March 17, 1995
8<PAGE>
<PAGE>
COMMON STOCK
OF
SOUTHWEST GEORGIA FINANCIAL CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 1995 ANNUAL
MEETING OF SHAREHOLDERS.
The undersigned hereby appoint(s) E. J. McLean, Jr. and John J.
Cole, Jr., or either of them with power of substitution to each, as
Proxies of the undersigned to vote the Common stock of the undersigned
at the Annual Meeting of Shareholders of SOUTHWEST GEORGIA FINANCIAL
CORPORATION (the "Company") to be held on April 18, 1995, and any
adjournment thereof.
1. ELECTION OF DIRECTORS (Please check EITHER A OR B)
A. _____ I (we) GRANT AUTHORITY TO VOTE FOR ALL NOMINEES for
director listed below EXCEPT as marked to the contrary
in the space provided:
Albert W. Barber; Leo T. Barber, Jr.; John H. Clark;
Robert M. Duggan; E. J. McLean, Jr.; Glenn D. Moon;
Richard L. Moss; Lee C. Redding; Roy Reeves; Jack
Short; and Johnny R. Slocumb.
INSTRUCTIONS: To withhold authority to vote for any of
the individual nominees listed above, write the name(s)
of the nominee(s) on the lines provided below.
-----------------------------------------------------
-----------------------------------------------------
B. _____ I (we) WITHHOLD AUTHORITY TO VOTE FOR ALL OF THE
NOMINEES LISTED ABOVE.
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ELECTION AS
DIRECTORS OF THE PERSONS NAMED IN THE PROXY AND ACCOMPANYING
PROXY STATEMNET AND, UNLESS INSTRUCTIONS TO THE CONTRARY ARE
INDICATED IN THE SPACE PROVIDED, THIS PROXY WILL BE SO VOTED.
2. OTHER MATTERS TO COME BEFORE THE MEETING
I (we) grant the Proxies authority to vote in accordance with
their best judgment with respect to any other matters that may
properly come before the meeting.
X_________________________________
X_________________________________
Please sign this Proxy exacely as
name appears at left. In the case
of joint tenants, each joint owner
must sign. NOTE: When signing as an
attorney, trustee, administrator or
guardian, please give your title as
such.
Date Signed:________________________
