SOUTHWEST GEORGIA FINANCIAL CORPORATION
March 15, 1997
Dear Fellow Shareholder:
The Annual Meeting of the Shareholders of Southwest Georgia
Financial Corporation will be held on Tuesday, April 22, 1997 in
Wright Auditorium at the Colquitt County Arts Center, Moultrie,
Georgia at 4:30 P.M. for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders and Proxy Statement.
Again this year, we will have a special drawing for share-
holders who attend the meeting. We will give away four $500.00
savings bonds - you must be present to win and you must be a
shareholder of Southwest Georgia Financial Corporation (Directors,
Officers, and Staff of Southwest Georgia Bank and Southwest Georgia
Financial Corporation and their immediate families are not eligible
to participate in the drawing).*
In order to ensure that your shares are voted at the meeting,
please complete, date, sign and return the Proxy in the enclosed
postage-paid envelope at your earliest convenience. Every
shareholder's vote is important, no matter how many shares you own.
We encourage you to attend this Annual Meeting of the
Shareholders and join us in the gallery immediately following the
meeting for refreshments. We look forward to your continued support
and another good year in 1997.
Very truly yours,
JOHN H. CLARK
Vice Chairman and Chief Executive Officer
* Immediate family is considered to be husband, wife,
and children living at home.
<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 22, 1997
The annual meeting of shareholders of Southwest Georgia Financial
Corporation ("the Company") will be held on Tuesday, April 22, 1997, 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 thirteen directors to constitute the Board of
Directors to serve until the next annual meeting and until their
successors are elected and qualified; and
2. The approval of the Southwest Georgia Financial Corporation Key
Individual Stock Option Plan (the "Plan"); and
3. 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 10, 1997,
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 1996 Annual Report to Shareholders, which
contains financial data and other information about the Company.
By Order of the Board of Directors,
JOHN H. CLARK
Vice Chairman and
Chief Executive Officer
March 21, 1997
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE
ENCLOSED SELF-ADDRESSED ENVELOPE.
<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 22, 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, 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 21, 1997.
The record of shareholders entitled to vote at the Annual Meeting of
Shareholders was taken as of the close of business on March 10, 1997. On that
date, the Company had outstanding and entitled to vote 2,560,791 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 a signed writing revoking it or a duly executed
Proxy bearing a later date to the Secretary of the Company at Southwest
Georgia Financial Corporation, P.O. Box 849, Moultrie, Georgia 31776-0849.
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" and the proposal set forth below.
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 its Common Stock as of March 10, 1997,
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 10, 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 expense in furnishing the exhibits.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS
The following table sets forth as of March 1, 1997, 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 Percent
Beneficial Owner Owned Beneficially of Class
<S> <C> <C>
Leo T. Barber, Jr. 485,641 (1,2) 18.96%
617 Third Street, S.W.
Moultrie, Georgia 31768
Albert W. Barber 460,641 (1,3,4) 17.99%
118 Dogwood Circle
P.O. Box 627
Moultrie, Georgia 31768
The Employee Stock Ownership Plan 466,776 18.23%
and Trust of Southwest Georgia
Financial Corporation
201 First Street, S.E.
Moultrie, Georgia 31768
All Directors and Officers as a Group 1,040,646 40.64%
(24 persons)
</TABLE>
(1) Includes 259,650 shares held by the Louise W. Barber Trust, of which
Leo T. Barber, Jr. And Albert W. Barber are joint trustees. Also
includes 124,840 shares held by the L.T.B., Sr., Trust of which Leo T.
Barber, Jr. and Albert W. Barber serve as co-trustees.
(2) Includes 6,000 shares held in the name of Mr. Leo T. Barber's wife.
(3) Includes 2,600 shares held in the name of Mr. Albert W. Barber's wife.
(4) Includes 4,000 shares held by the Estate of Sue Barber Fontenot, of
which Albert W. Barber serves as executor.
<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 thirteen 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 thirteen
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, except for Cecil W. Alvis, who is standing for election as director
for the first time at the Company's 1997 Annual Meeting.
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.
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The following information as of March 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>
Number of Shares
Information Owned Beneficially
Name (Age) About Nominee (Percent of Class)
<S> <S> <C>
John H. Clark (59) Chief Executive Officer and Director 80,636
of Southwest Georgia Bank (the "Bank") (3.15%)(1)
and the Company.Mr. Clark was named the
Chief Executive Officer and Vice Chairman
of the Board for both the Bank and the
Company in December 1996. Previously,
he has served as President and Director
of the Bank since 1978, and President
and Director of the Company since 1980.
<PAGE>
Cecil W. Alvis (62) Chief Operating Officer and President 24,530*
of the Bank and Company, Mr. Alvis was
promoted to this position in December
1996. Previously, Mr. Alvis has served
in various other positions with the Bank
and the Company since 1977. Mr. Alvis
is standing for election as Director of
the Company for the first time at the
Company's 1997 Annual Meeting.
Leo T. Barber, Jr. (74) A Director of the Bank since 1951 and 485,641
of the Company since 1981, Mr. Leo (18.96%)(2)
Barber is Chairman of the Board of both
the Bank and the Company. He is a general
partner of South Georgia Finance Company,
a family investment company. Also, he is
President of South Georgia Investment
Company, a rental and investment company.
Albert W. Barber (67) A Director of the Company and Bank since 460,641
1990, Mr. Albert Barber is a general (17.99%)(3)
partner of South Georgia Finance Company,
a family investment company. Also, he is
Vice President and Treasurer of South
Georgia Investment Company, a rental and
investment company.
R. Bradford Burnette (57) A Director of the Company and Bank since 720*
1995, Mr. Burnette is President and Chief
Executive Officer of PAB Bankshares,
Valdosta, Georgia.
Robert M. Duggan (65) A Director of the Bank since 1980 and of 35,631
the Company since 1981, Mr. Duggan is a (1.39%)
retired President of Davis Gas Company
and is currently self employed as a tree
farmer.
E. J. McLean, Jr. (74) A Director of the Company since 1981 and 49,321
of the Bank since 1980, Mr. McLean is a (1.93%)
retired Vice President and active consultant
of McLean Engineering Company, Inc., a
consulting engineering firm.
Glenn D. Moon (67) A Director of the Bank and the Company 3,802*
since 1995, Mr. Moon is a retired Seniore
Vice President and Trust Officer of the
Bank and the Company.
Richard L. Moss (45) A Director of the Bank since 1980 and 20,671*
of the Company since 1981, Mr. Moss is
President of Moss Farms.
Lee C. Redding (50) A Director of the Bank and the Company 20,766*
since 1995, Mr. Redding is a Dentist and
owner of a family dental practice since
1976.
<PAGE>
Roy Reeves (37) A Director of the Bank and the Company 27,445
since 1991, Mr. Reeves is Secretary- (1.07%)
Treasurer of Kelly-Reeves Furniture
Company and managing partner with Reeves
Properties, a property rental company.
Jack Short (74) A Director of the Bank since 1975 and 25,671
of the Company since 1981, Mr. Short is (1.00%)
Vice Chairman of the Board of both the
Bank and the Company. Also, he is a
Partner in the law firm of Short
and Fowler.
Johnny R. Slocumb (44) A Director of the Bank and the Company 27,721
since 1991, Mr. Slocumb is owner of the (1.08%)
Slocumb Company, a company which offers
real estate and insurance services.
* Less than one percent (1%)
</TABLE>
(1) Includes 48,548 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 259,650 shares owned of record by the Louise W. Barber Trust,
of which Mr. Leo T. Barber is co-trustee, 124,840 shares owned of record
by the L.T.B., Sr., Trust of which Mr. Barber is co-trustee, and 6,000
shares owned of record by Mr. Barber's wife.
(3) Includes 259,650 shares owned of record by the Louise W. Barber Trust,
of which Mr. Albert Barber is co-trustee, 124,840 shares owned by the
L.T.B., Sr., Trust of which Mr. Barber is co-trustee, 2,600 shares
owned of record by Mr. Barber's wife, and 4,000 shares owned by the
Estate of Sue Barber Fontenot, of which Mr. Barber is executor.
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.
PROPOSAL TO ADOPT THE SOUTHWEST GEORGIA FINANCIAL CORPORATION KEY
INDIVIDUAL STOCK OPTION PLAN
General
The following description of the material features of the Key Individual
Stock Option Plan (the "Plan") is a summary and is qualified in its entirety
by reference to the Plan, as proposed to be adopted by the shareholders, a
copy of which will be provided to any shareholder upon written request.
The Board of Directors approved the adoption of the Plan on March 19,
1997, subject to shareholder approval. The Plan, if approved by the
shareholders, will be effective as of such date, and will terminate on the
10th anniversary of such date.
No options have been granted under the Plan to any executive officer,
any director, any non-executive officer, or any employee.
<PAGE>
The Board of Directors believes that the Plan will be an important
component of the Company's compensation package in the future because it
secures for the Company and its shareholders the advantages of the incentive
inherent in stock ownership on the part of its key employees and directors.
Accordingly, the Board of Directors recommends that the shareholders vote in
favor of the Plan.
The Plan provides for the grant of incentive stock options (the "ISOs")
and non-qualified stock options ("NQSOs") to key employees and directors of
the Company, its subsidiaries and any other corporation designated by the
personnel committee of the Board of Directors ( the "Committee") as being
eligible under the Plan (each of which individually is sometimes hereinafter
referred to as the "Employer"). A maximum of 150,000 shares of the Common
Stock will be authorized for issuance with respect to options granted under
the Plan.
Purpose
The purpose of the Plan is to promote the long-term success of the
Company and its subsidiaries by providing financial incentives to key
employees and directors who are in positions to make significant contributions
toward such success. The Plan is designed to attract individuals of
outstanding ability to employment or directorship with the Company and its
subsidiaries, to encourage key employees and directors to acquire a
proprietary interest in the Company and to continue their employment and
directorship with the Company or its subsidiaries and to render superior
performance during such employment and directorship.
Administration
The Plan will be administered by the personnel committee of the Board of
Directors, which has authority to determine the individuals to whom awards
will be granted, the form and amount of the awards, the dates of the grant and
other terms of each award.
Description of Options
Key employees and directors of an Employer will be eligible for
consideration as participants under the Plan. The plan will provide for
grants to key employees of an Employer of both ISOs, as defined in Section 422
of the Internal Revenue Code of 1986, as amended, ("IRC") and NQSOs. The
directors will be eligible only for grants of NQSOs. The exercise price of an
option granted under the Plan will be determined by the Committee at the time
of grant. The exercise price of an ISO may not be less than the fair market
value of the shares subject to such option (or 110% of such fair market value
in the case of an ISO granted to an individual who is a 10% stockholder of the
Company). The exercise price of an NQSOs, however, may, at the discretion of
the Committee, be less than the fair market value of the shares subject to
such option at the time of grant. Full payment of the option exercise price
must be made by the optionee when an option is exercised. The exercise price
may be paid in cash or in such other form as the Committee may approve,
including shares of the Common Stock valued at their fair market value (as
defined in the Plan) on the date of option exercise. The proceeds received by
the Company from exercises of options under the Plan will be used for general
corporate purposes. The period of exercise of an option will be determined by
the Committee at the time of grant, but in any event, no option may expire any
later than the tenth anniversary of the date of grant.
<PAGE>
Options granted under the Plan generally will not be exercisable sooner
than six months after the date of grant, except in the event of a change in
control (as defined in the Plan) of the Company or as otherwise designated by
the Committee, and will not be exercisable later than 10 years after the date
of grant. No option may be exercised more than three months after the
optionee's retirement from employment or directorship with an Employer. The
exercise period described in the preceding sentence is expanded to one year if
the employment or directorship of the optionee is terminated due to total and
permanent disability (as defined in the Plan), and to two years, or such later
time as may be approved by the Committee, if the employment or directorship of
the optionee is terminated due to the death of the optionee. Options
will expire immediately upon the termination of employment of or directorship
of or by the optionee for any reason other than retirement, total and
permanent disability or death.
The receipt of stock upon the exercise of any option granted under the
Plan will be contingent upon the advice of counsel to the Company that any
shares to be delivered comply with federal or state securities laws. The
Committee may, in its sole discretion, postpone the issuance or delivery of
any shares issuable upon exercise of an option for federal or state regulatory
compliance reasons. In the event of changes in the outstanding shares of the
Common Stock by reason of stock dividends, recapitalizations,
reclassifications, split-ups or consolidation or other changes in the Common
Stock, the aggregate number and class of shares available under the Plan and
the maximum number of shares as to which options may be granted shall be
appropriately adjusted by the Committee. In the event of an exchange of the
outstanding Common Stock in connection with a merger, consolidation or other
reorganization, or a sale by the Company of all or a portion of its assets for
a different number or class of shares or other securities of the Company or
for shares of any other corporation, the Committee shall appropriately adjust,
in such manner as it determines in its sole discretion, the number and class
of shares or other securities which shall be subject to options and/or the
purchase price per share which must be paid thereafter upon exercise. Options
will not be transferable by the holder other than by will or applicable laws
of descent and distribution.
The Plan may, from time to time, be terminated, suspended or amended by the
Board of Directors in such respects as it shall deem advisable, including any
amendment effected (i) so that an ISO granted under the Plan shall be an
"incentive stock option" as such term is defined in Section 422 of the IRC, or
(ii) to conform to any change in any law or regulation governing the Plan or
the options granted thereunder. However, without the approval of the
shareholders, no such amendment may change: (a) the eligibility requirements
provided in the Plan; (b) the total number of shares of the Common Stock which
may be granted or awarded under the Plan, except as required under any
adjustment described above; (c) the termination date of the Plan to a date
after March 19, 2007; or (d) any other provision of the Plan which the Board,
in its discretion, determines should become effective only if approved by the
shareholders even if shareholder approval is not expressly required by the
Plan or by law. All options granted under the Plan will terminate on the date
of liquidation or dissolution of the Company.
Tax Consequences
Under current tax law, a holder of an ISO under the Plan will not
realize taxable income upon the grant or exercise thereof. However, depending
upon the holder's income tax situation, the exercise of the ISO may have
alternative minimum tax implications. The amount of gain which the optionee
must recognize is equal to the amount by which the value of the Common Stock
<PAGE>
on the date of the sale exceeds the option price. If the optionee disposes of
the stock after the required holding period, that is, no earlier than a date
which is two years after the date of grant of the option and one year after
the date of exercise, the optionee will recognize capital gain or loss at the
time of the disposition. The Company will not be entitled to a tax deduction
if the optionee satisfies these holding period requirements. If disposition
occurs prior to expiration of the holding period, the gain is ordinary income,
and the Company is entitled to a tax deduction equal to the amount of income
recognized by the optionee.
Under current law, an optionee will not realize income when a NQSO is
granted to him. Upon exercise of such option, however, the optionee must
recognize ordinary income to the extent that the fair market value of the
Common Stock on the date the option is exercised exceeds the option price.
Any such gain is taxed in the same manner as ordinary income in the year the
option is exercised. Any gain recognized upon the disposition of the shares
of stock obtained by the exercise of an NQSO will be taxed at capital gains
rates if the employee or director holds the shares of stock for at least one
year after the exercise of the NQSO. The Company will not experience any tax
consequences upon the grant of an NQSO, but will be entitled to take
an income tax deduction equal to the amount which is includable in the
income of the option holder (if any) when the NQSO is exercised.
Vote Required and Recommendation of the Board
Shareholder approval is required under the IRC and the terms of the Plan
for adoption of the Plan. Furthermore, shareholder approval of the Plan may
afford participants greater flexibility under federal securities laws in
connection with the purchase of Common Stock of the Company. For this reason,
shareholder approval is sought for the Plan.
EXECUTIVE COMPENSATION
The Company did not pay any remuneration to its officers during the year
ended December 31, 1996. The following table sets forth the annual and other
compensation paid or accrued for each of the last three fiscal years,
including directors' fees, for John H. Clark, who is Vice Chairman of the
Board of Directors and Chief Executive Officer 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 1996.
<TABLE>
Summary Compensation Table
<CAPTION>
Name and Principal Annual Compensation All Other
Position During 1996 Year Salary Bonus Other Compensation
<S> <C> <C> <C> <C> <C>
John H. Clark 1996 148,700 50,000 1,800 (1) 28,350 (2)
Vice Chairman and CEO of the 1995 143,400 35,000 1,800 (1) 27,750
Company and the Bank 1994 139,400 36,000 1,800 (1) 27,151
</TABLE>
<PAGE>
(1) Amount represents fair market value of discount on stock purchased under
the Company's stock plan for officers and directors, which allows a
participant to receive Common Stock in lieu of salary and directors'
fees, up to certain limits, with a value of 150% of the cash
compensation foregone by each participant.
(2) Amount includes Bank's contributions to defined contribution plan of
$22,500, contribution to supplementary retirement plan of $4,500, 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.
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 1996, 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, based upon the financial successes of and the contribution of
Mr. Clark to the Bank and the Company. Benefits of the kind customarily
granted to other executives of the Bank and Company, including disability
insurance, medical insurance for life and life insurance, identical to that
provided to Mr. Clark at the commencement of the Term, until age 65 and
thereafter with life insurance comparable to that provided to retirees at the
commencement of the Term, shall be granted to Mr. Clark under the Agreement.
In determining Mr. Clark's compensation under the Agreement, the Board
subjectively considers Mr. Clark's tenure with the Bank and Company and the
growth in assets and the results of operations of the Company during Mr.
Clark's tenure.
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 $115,000 for the
remaining three years of the Term to a single payment of $125,000 if Mr.
Clark were terminated during the last year of the Term.
<PAGE>
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 1996. All of the directors attended at least seventy-five percent
(75%) of the Board and committee meetings held during their tenure as
directors.
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 two meetings during 1996. The Company has an audit
committee of the Board of Directors who are also the standing audit committee
for the Bank's Board of Directors. This committee is composed of four
members, Albert W. Barber, E.J. McLean, Jr., Richard L. Moss and Lee C. Redding.
The Company has no standing nominating committee of the Board of Directors or
committee performing similar functions.
INFORMATION CONCERNING THE COMPANY'S ACCOUNTANTS
Draffin & Tucker was the principal independent public accountant for the
Company during the year ended December 31, 1996. 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 1998
Annual Meeting of Shareholders must be received by November 27, 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 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,
John H. Clark
Vice Chairman and
Chief Executive Officer
March 21, 1997
<PAGE>
COMMON STOCK
OF
SOUTHWEST GEORGIA FINANCIAL CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 1997 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 22, 1997, 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:
Cecil W. Alvis; Albert W. Barber; Leo T. Barber, Jr.; R.
Bradford Burnette; John H. Clark; Robert M. Duggan; E. J.
McLean, Jr.; Glenn D. Moon; Richard L. Moss; Lee C. Redding;
Roy H. 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.
2. The approval of the Southwest Georgia Financial Corporation Key Individual
Stock Option Plan(Please check either A, B, or C)
A. _____ FOR
B. _____ AGAINST
C. _____ ABSTAIN
<PAGE>
3. 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.
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE FOREGOING PROPOSAL AND,
UNLESS THE VOTE OF THE SHAREHOLDER INDICATES OTHERWISE, THIS PROXY WILL BE SO
VOTED.
X__________________________
X__________________________
Please sign this Proxy exactly 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: ________________
<PAGE>
COMMON STOCK OF
SOUTHWEST GEORGIA FINANCIAL CORPORATION
DIRECTIONS FOR VOTING COMMON STOCK ALLOCATED
TO A PARTICIPANT'S ACCOUNT PURSUANT TO THE
SOUTHWEST GEORGIA FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP TRUST
A PROXY IS SOLICITED FROM SOUTHWEST GEORGIA BANK TRUST DEPARTMENT AS TRUSTEE
BY THE BOARD OF DIRECTORS FOR THE 1997 ANNUAL MEETING OF SHAREHOLDERS.
The undersigned participant in the Employee Stock Ownership Plan
("ESOP") hereby directs Southwest Georgia Bank Trust Department as Trustee of
the Southwest Georgia Financial Corporation Employee Stock Ownership Trust to
vote those shares of Common Stock of Southwest Georgia Financial Corporation
allocated to the undersigned's account in connection with the Annual Meeting
of Shareholders of SOUTHWEST GEORGIA FINANCIAL CORPORATION (the "Company") to
be held on April 22, 1997, and any adjournment thereof.
1. Election of Directors (Please check either A or B)
A. _____ I grant authority to vote FOR all nominees for
director listed below except as marked to the
contrary in the space provided:
Cecil W. Alvis; Albert W. Barber; Leo T. Barber, Jr.;
R. Bradford Burnette; John H. Clark; Robert M. Duggan;
E. J. McLean, Jr.; Glenn D. Moon; Richard L. Moss; Lee
C. Redding; Roy H. 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 withhold authority to vote for all of the
nominees listed above.
2. The approval of the Southwest Georgia Financial Corporation Key
Individual Stock Option Plan (Please check either A, B, or C)
A. _____ FOR
B. _____ AGAINST
C. _____ ABSTAIN
<PAGE>
3. Other Matters to Come Before the Meeting
I grant the Trustee authority to vote in accordance with their best
judgment with respect to any other matters that may properly come before the
meeting.
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE FOREGOING PROPOSAL
AND, UNLESS THE VOTE OF THE SHAREHOLDER INDICATES OTHERWISE, THIS PROXY WILL
BE SO VOTED.
X_______________________________
Please sign this Proxy exactly as name
appears at left. Note: When signing as an
attorney, trustee, administrator or
guardian, please give your title as such.
Date Signed: _____________________
