<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ABC Bancorp
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Robert C. Hussle, Esq.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[_] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $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 transactions applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:/1//
-
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
[_] 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:
________________________________________________________________________________
___________________________
/1// Set forth the amount on which the filing fee is calculated and state
-
how it was determined.
<PAGE>
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
______________________________
ABC BANCORP
______________________________
ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 1995
<PAGE>
ABC BANCORP
310 FIRST STREET, S.E.
MOULTRIE, GEORGIA 31768
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 1995
To the Shareholders of ABC Bancorp:
Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of ABC Bancorp (the "Company") will be held at the American Banking
Company, 225 South Main Street, Moultrie, Georgia 31768, on Tuesday, April 18,
1995, commencing at 4:15 p.m., local time, for the following purposes:
(1) to elect nine directors for a term of one year;
(2) to amend the Company's Articles of Incorporation to increase the
number of authorized shares of Common Stock and to authorize a new
class of "blank check" preferred stock; and
(3) to transact any other business that may properly come before the
Annual Meeting or any adjournment or postponement thereof.
The close of business on March 31, 1995, has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Annual Meeting or any adjournment or postponement thereof. Only shareholders of
record at the close of business on the record date are entitled to notice of,
and to vote at, the Annual Meeting.
Shareholders may receive more than one proxy because of shares registered
in different names or addresses. Each such proxy should be marked, dated,
signed and returned. Please check to be certain of the manner in which your
shares are registered -- whether individually, as joint tenants, or in a
representative capacity -- and sign the related proxy accordingly.
A complete list of shareholders entitled to vote at the Annual Meeting will
be available for examination by any shareholder, for any purpose germane to the
Annual Meeting, during normal business hours, for a period of at least 10 days
prior to the Annual Meeting at the Company's corporate offices located at the
address set forth above.
You are cordially invited to attend the Annual Meeting. Whether or not you
plan to do so, please mark, date and sign the enclosed proxy and mail it
promptly in the enclosed postage-prepaid envelope. Returning your proxy does
not deprive you of your right to attend the Annual Meeting and to vote your
shares in person.
By Order of the Board of Directors
Moultrie, Georgia /s/ Eugene M. Vereen
----------------------------------
April 4, 1995 Eugene M. Vereen, Chairman
<PAGE>
ABC BANCORP
310 FIRST STREET, S.E.
MOULTRIE, GEORGIA 31768
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement and the accompanying form of proxy (which were first
sent or given to shareholders on or about April 4, 1995) are furnished to
shareholders of ABC Bancorp (the "Company") in connection with the solicitation
by and on behalf of the Board of Directors of the Company of proxies for use at
the Annual Meeting of Shareholders (the "Annual Meeting") to be held at the
American Banking Company, 225 South Main Street, Moultrie, Georgia 31768, on
Tuesday, April 18, 1995, at 4:15 p.m., local time, and any adjournment or
postponement thereof.
A proxy may be revoked at any time before the shares represented by it are
voted at the Annual Meeting by delivering to the Secretary of the Company either
a written revocation or a duly executed proxy bearing a later date, or by voting
in person at the Annual Meeting. All shares represented by a properly executed,
unrevoked proxy will be voted on all matters presented at the Annual Meeting on
which the shares are entitled to vote, unless the shareholder attends the Annual
Meeting and votes in person. Proxies solicited will be voted in accordance with
the instructions given on the enclosed form of proxy. UNLESS AUTHORITY IS
WITHHELD IN THE MANNER INDICATED ON THE ENCLOSED FORM OF PROXY, IT IS INTENDED
THAT PROXIES IN THE ACCOMPANYING FORM WILL BE VOTED FOR THE ELECTION AS A
---
DIRECTOR OF EACH OF THE NOMINEES NAMED HEREIN.
Only shareholders of record at the close of business on March 31, 1995 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting.
On the Record Date, the outstanding capital stock of the Company consisted of
2,514,575 shares of common stock, par value $1.00 per share (the "Common
Stock"). All holders of Common Stock are entitled to cast one vote per share
held as of the Record Date.
The cost of preparing and mailing proxy materials will be borne by the
Company. In addition to solicitation by mail, solicitations may be made by
officers and other employees of the Company in person or by telephone,
telecopier or telegraph. Brokerage houses, custodians, nominees and fiduciaries
will be reimbursed for the expenses of sending proxy materials to the beneficial
owners of Common Stock held of record on behalf of such persons.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of March 31, 1995, by each person who is known
to the Board of Directors of the Company to own beneficially five percent (5%)
or more of the outstanding Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER STOCK BENEFICIALLY OWNED PERCENT OF CLASS (1)
-------------------------------------- --------------------------- --------------------
<S> <C> <C>
Eugene M. Vereen, Jr. 302,478 (2) 12.0%
52 Cherokee Road
Moultrie, Georgia 31678
___________________
</TABLE>
(1) Based upon 2,514,575 shares of Common Stock outstanding, which does not
include options for 20,000 shares of Common Stock granted to Mr. Hunnicutt.
(2) Includes 24,000 shares held as co-trustee under an agreement for the
benefit of a trust established by Wyolene N. Vereen, Mr. Vereen's deceased
mother; 1,380 shares owned by M.I.A., Co., a corporation of which Mr.
Vereen is President; 2,400 shares owned by his wife and 219,490 shares
owned by his four children, with whom Mr. Vereen shares investment and
voting power pursuant to an oral agreement; and 4,000 shares owned by
Funston Gin Company, Inc., a corporation owned by Mr. Vereen's daughter and
son-in-law, with whom Mr. Vereen shares investment and voting power
pursuant to an oral agreement.
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock, as of the Record Date, by the
directors, nominees for election as directors, executive officers named in the
Summary Compensation Table set forth below and by all directors and executive
officers as a group.
<TABLE>
<CAPTION>
COMMON STOCK
POSITION WITH THE BENEFICIALLY OWNED AS
NAME OF BENEFICIAL OWNER COMPANY OF MARCH 31, 1995 (1) PERCENT OF CLASS
- -------------------------------- ------- ---------------------- ----------------
<S> <C> <C> <C>
J. Raymond Fulp Director 18,000 *
Kenneth J. Hunnicutt (2) Chief Executive Officer, 44,080 1.7%
President and Director
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
POSITION WITH THE BENEFICIALLY OWNED AS
NAME OF BENEFICIAL OWNER COMPANY OF MARCH 31, 1995 (1) PERCENT OF CLASS
- -------------------------------- ------- ---------------------- ----------------
<S> <C> <C> <C>
Bobby B. Lindsey (3) Director 30,095 1.2%
Willard Lasseter (4) Director 54,000 2.1%
Hal L. Lynch Director 6,000 *
Joseph C. Parker Director 7,096 *
Eugene M. Vereen, Jr. (5) Director 302,478 12.0%
Doyle Weltzbarker (6) Director 43,999 1.7%
Henry C. Wortman (7) Director 12,656 *
All directors, nominees for 523,816 20.7%
election as directors and
executive officers as a group
(14 persons including those
listed above)
____________________
</TABLE>
*Less than 1%.
(1) Except as otherwise specified, each individual has sole and direct
beneficial ownership interest and voting rights with respect to all shares
of Common Stock indicated.
(2) Includes options to acquire 20,000 shares (See "EXECUTIVE COMPENSATION AND
OTHER INFORMATION"), 1,480 shares owned by a partnership in which Mr.
Hunnicutt is a partner and 600 shares owned by a partnership of which Mr.
Hunnicutt's wife is a partner.
(3) Includes 5,000 shares owned by Mr. Lindsey's son, with whom he shares
investment and voting power, 575 shares owned jointly by Mr. Lindsey and
his son, 500 shares owned by Mr. Lindsey's wife, with whom he shares
investment and voting powers, 4,000 shares owned by Dixie Oil Co., 4,000
shares owned by Dixie Gas & Oil Co., 4,000 shares owned by Dixie Petroleum
Co., 4,000 shares owned by L & L Oil Co. and 4,000 shares owned by L.D.
Advertising Co., all corporations of which Mr. Lindsey is the President.
(4) Includes 2,000 shares owned by Mr. Lasseter's wife, with whom Mr. Lasseter
shares investment and voting power, and 22,000 shares owned by Lasseter
Tractor Company, a corporation of which Mr. Lasseter is President.
(5) Includes 24,000 shares held as co-trustee under an agreement for the
benefit of a trust established by Wyolene N. Vereen, Mr. Vereen's deceased
mother; 1,380 shares owned by M.I.A., Co., a corporation of which Mr.
Vereen is President; 2,400 shares owned by his wife and 219,490 shares
owned by his four children, with whom Mr. Vereen shares investment and
voting power pursuant to an oral agreement; and 4,000 shares owned by
Funston Gin Company, Inc., a corporation all of the outstanding shares of
capital stock of which are owned by Mr. Vereen's daughter and son-in-law,
with whom Mr. Vereen shares investment and voting power pursuant to an oral
agreement.
3
<PAGE>
(6) Includes 12,500 shares owned by the profit-sharing plan of West End Milling
Company, a corporation of which Mr. Weltzbarker is President, and 12,213
shares held by the West-End Milling Company ESOP Trust of which Mr.
Weltzbarker serves as Trustee and as to which Mr. Weltzbarker disclaims
beneficial ownership.
(7) Includes 2,021 shares owned by Mr. Wortman's wife, with whom Mr. Wortman
shares investment and voting power, and 3,268 shares held as co-trustee
with Mr. Wortman's wife for the benefit of their children, Henry C.
Wortman, Jr. and Debra Kay Wortman Ingram.
PROPOSAL I: ELECTION OF DIRECTORS
The Company's Bylaws provide that the Board of Directors shall consist of
no fewer than seven nor more than 15 directors. The Board of Directors
currently consists of nine members.
Management has nominated and the Board of Directors recommends the election
of each of the nominees set forth in the following table as a director of the
Company until the next annual meeting of shareholders or until his successor is
duly elected and qualified. All of the nominees are currently serving as
directors of the Company. All nominees have consented to serve on the Board of
Directors if elected by the shareholders. If a nominee is unable to serve as
director, the proxy will be voted for a nominee named by the Board of Directors
in his stead by those persons named to vote the proxies. The Board of Directors
has no reason to believe that any nominee will be unable to serve.
Principal Occupation for
Last Five Years and Other
Name, Age and Term as Director Directorships
- ------------------------------ --------------------------
Eugene M. Vereen, Jr., 74 Chairman of the Board of ABC Bancorp since
Director since 1981 1981 and Chief Executive Officer from 1981 to
1994. Mr. Vereen is also a Director of
American Banking Company ("American Bank"),
The Bank of Quitman ("Quitman Bank"), Bank of
Thomas County ("Thomas Bank"), The Citizens
Bank of Tifton ("Tifton Bank") and Cairo
Banking Company ("Cairo Bank"), each such bank
being a wholly-owned subsidiary of the
Company. Mr. Vereen is President of M.I.A.,
Co., a real estate holding and investment
company, and has previously served as Senior
President of American Bank. He now serves as
President Emeritus of American Bank. From 1951
until its sale in 1983, Mr. Vereen served as
Chairman of the Board of Moultrie Insurance
Agency.
4
<PAGE>
J. Raymond Fulp, 50 Director of Tifton Bank since 1987.
Director since 1989 Mr. Fulp has been a pharmacist since 1969.
Since 1974, he has been co-owner of Midtown
Pharmacy in Tifton.
Kenneth J. Hunnicutt, 58 Chief Executive Officer of ABC Bancorp since
Director since 1981 1994 and President since 1981. Mr. Hunnicutt
served as Senior President of American Bank
from 1989 to 1991 and as President of American
Bank from 1975 to 1989 and currently serves as
a Director of American Bank, Quitman Bank,
Thomas Bank, Tifton Bank and Cairo Bank. Mr.
Hunnicutt is the Chairman of the Board of
Thomas Bank and Cairo Bank.
Bobby B. Lindsey, 65 Chairman of the Board and Chief Executive
Director since 1994 Officer of Tifton Bank since 1986. Mr. Lindsey
has served as President of Dixie Oil Company,
Gasmarts, Inc., Dixie Gas & Oil Company, Dixie
Petroleum Company, Dixie Oil Distributing
Company, Dixie Oil, Florida, L & L Oil
Company, Dixie Petroleum Company of Alabama,
Red Diamond Oil Company, Best Petroleum
Company, Dixie Refineries, Inc., each a
petroleum company, Lenox Enterprises, Inc., an
oil retail company and L.D. Advertising
Company, an advertising agency, all since
prior to 1978.
Willard Lasseter, 65 Vice Chairman of the Board of ABC Bancorp
Director since 1982 since 1992. Chairman of the Board of American
Bank since 1990 and Director of American Bank
since 1971, Mr. Lasseter also served as Vice
Chairman of the Board of American Bank from
1984 to 1990. Mr. Lasseter also serves as a
Director of Cairo Bank and Thomas Bank. Since
1959, Mr. Lasseter has owned and operated
Lasseter Tractor Company, a John Deere
dealership. He is also engaged in agricultural
operations.
Hal L. Lynch, 65 President of Lynch Management Company, which
Director since 1992 manages automobile dealerships in Florida and
Georgia. Mr. Lynch has been in the automobile
business since 1953.
5
<PAGE>
Joseph C. Parker, 67 Director of American Bank since 1971 to 1993.
Director since 1993 Mr. Parker is a retired farmer.
Doyle Weltzbarker, 60 Director of Quitman Bank since 1975. From
Director since 1985 1982 until 1987, Mr. Weltzbarker served as
Vice Chairman, and currently serves as
Chairman, of the Board of Directors of Quitman
Bank. Since 1985, Mr. Weltzbarker has served
as a director and President of West End
Milling Company, a feed manufacturing
business, and Brooksco Dairy, Inc. and Dixie
Hog Corporation, both livestock and farming
businesses. Mr. Weltzbarker also serves on the
board of Georgia-Florida Fertilizer Co. and on
the advisory board of Norfolk Southern
Corporation, which owns the Norfolk Southern
Railroad.
Henry C. Wortman, 57 Vice Chairman and Director of Quitman Bank
Director since 1990 since 1988. Mr. Wortman has been a principal
partner of Jackson & Wortman, a dairy and
general farming operation based in Quitman,
Georgia, since 1965.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company does not have a standing nominating committee. However, the
Company does have an Executive and Loan Committee comprised of six directors, a
majority of whom are neither officers nor employees of the Company. The
Executive and Loan Committee is authorized to exercise all of the powers of the
Board of Directors, except the power to declare dividends, elect directors,
amend the bylaws, issue stock or recommend any action to shareholders. The
Executive and Loan Committee, among other things, considers and makes
recommendations to the Board regarding the size and composition of the Board of
Directors, recommends and nominates candidates to fill Board vacancies that
occur and recommends to the Board the director nominees for whom the Board will
solicit proxies. The current members of the Executive and Loan Committee are
Messrs. Vereen, Hunnicutt, Lasseter, Lindsey, Lynch and Weltzbarker.
The members of the Company's compensation committee, established in 1992,
are Messrs. Vereen, Hunnicutt, Lasseter and Weltzbarker. The duties of the
Compensation Committee are generally to establish the salaries, bonuses,
management perquisites and other compensation of the officers of the Company and
each of the Banks.
The Company also has an Audit Committee consisting of seven members. One
of the Audit Committee members is a director of the Company and each of the
remaining six members is a director of a subsidiary Bank. Mr. Lasseter
currently represents the Company on this
6
<PAGE>
committee. The other members of the Audit Committee are Grady Williams
(Chairman), Raymond Fulp, Henry Wortman, John Briggs, Lynn Jones and Maurice
Chastain. The Audit Committee meets as required to review the audits performed
by the Federal Deposit Insurance Corporation, the Department of Banking and
Finance of the State of Georgia, the independent accountants of Mauldin &
Jenkins and the internal auditors of the Company and its subsidiary banks.
In 1994, the Board of Directors held 13 meetings. The Executive and Loan
Committee held 12 meetings, the Compensation Committee held one meeting and the
Audit Committee held one meeting. Each director attended at least 75% of all
meetings of the full Board of Directors and of those Committees on which he
served in 1994.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE COMPENSATION
The following table sets forth information as to all cash and non-cash
compensation paid or accrued during each of the last three fiscal years to the
Company's Chief Executive Officer and to each other executive officer of the
Company whose total cash compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------------- ------ -------
NAME AND RESTRICTED ALL OTHER
PRINCIPAL OTHER ANNUAL STOCK OPTIONS/ LTIP ANNUAL
POSITION(1) YEAR SALARY(2) BONUS COMPENSATION AWARD SARS PAYOUTS COMPENSATION
-------- ---- ------ ----- ------------ ----- ---- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Eugene M. Vereen, 1994 $ 86,625 --- --- --- --- --- ---
Jr., Chairman of 1993 $ 80,716 --- --- --- --- --- ---
the Board 1992 $ 73,933 --- --- --- --- --- ---
Kenneth J. 1994 $179,975 $15,334 --- --- --- --- $22,500 (3)
Hunnicutt, Chief 1993 $167,740 $ 8,242 --- --- --- --- $22,402 (3)
Executive Officer, 1992 $137,598 $ 9,712 --- --- 5,000 (4) --- $19,083 (3)
President and
Director
</TABLE>
_____________________
(1) Mr. Vereen served as the Company's Chief Executive Officer until June 1994,
after which Mr. Hunnicutt has served as the
Chief Executive Officer.
(2) Includes directors fees and, in the case of Mr. Hunnicutt, amounts
contributed to the investment account under the Deferred Compensation
Agreement equal to $15,300 in each of 1994, 1993 and 1992.
(3) Represents amounts contributed by the Company to the Simplified Employee
Pension Plan.
7
<PAGE>
(4) This option was granted pursuant to the Company's 1992 Incentive Stock
Option Plan for K. J. Hunnicutt (the "1992 Plan") at an exercise price of
$9.00 per share. The option first becomes exercisable in 1997 and vests at
a rate of 1,000 shares per year.
STOCK OPTION YEAR-END VALUES
The following table sets forth information with respect to the number and
value of unexercised options and SARs held as of the end of the last fiscal year
for each of the executive officers named in the Summary Compensation Table.
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-THE-
UNDERLYING UNEXERCISED MONEY OPTIONS/SARS AT FY-
OPTIONS/SARS AT FY-END (#) END ($) (1)
--------------------------- --------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Eugene M. Vereen, Jr. --- --- --- ---
Kenneth J. Hunnicutt 20,000 (2) 5,000 (3) $115,000 (2) $15,000 (3)
</TABLE>
_________________
(1) The fiscal-year end values are calculated based upon the last known sales
price for the Common Stock on December 30, 1994.
(2) This option, which first became exercisable in 1990, was granted in 1985
pursuant to the 1985 Incentive Stock Option Plan and has an exercise price
of $6.25 per share.
(3) This option was granted pursuant to the 1992 Plan.
DEFERRED COMPENSATION AGREEMENT
In 1986, the Company entered into a Deferred Compensation Agreement with
Mr. Hunnicutt. Pursuant to this Agreement, which is fully funded by insurance,
the Company has agreed to pay Mr. Hunnicutt deferred compensation in the event
of his retirement, disability or death or termination of his employment, in the
amounts and for the periods set forth below.
<TABLE>
<CAPTION>
Event Amount Number of Months
- ----------------- ------------------ ----------------
<S> <C> <C>
Normal retirement $3,750/month 180
Early retirement Value of investment 120
account (1)
Disability $3,750/month if during 180
normal retirement
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C>
Value of investment 120
account if prior to
to retirement (1)
Death during normal $5,000/month Balance of 180 months
retirement
Death during early $5,000/month Balance of 120 months
retirement
Death prior to
retirement $5,000/month 180
Termination of Value of investment 120
employment account (1) (2)
</TABLE>
____________________
(1) The balance of the investment account as of the dates set forth below is as
follows:
<TABLE>
<CAPTION>
Date Balance
-----------------------------
<S> <C>
12/15/94.............$224,000
12/15/95.............$244,000
12/15/96.............$265,000
12/15/97.............$286,000
12/25/98.............$310,000
12/15/99.............$336,000
12/15/2000...........$360,000
</TABLE>
(2) Mr. Hunnicutt may elect: (i) not to receive the value of the investment
account upon termination of his employment; and (ii) to receive normal
retirement benefits of $3,750 per month for 180 months when he reaches
normal retirement age.
In the fiscal year ended December 31, 1994, $37,554 was accrued, but not
paid, to Mr. Hunnicutt pursuant to this Agreement.
SALARY CONTINUATION AGREEMENT
In 1984, the Company entered into a Salary Continuation Agreement with Mr.
Hunnicutt to the effect that, if Mr. Hunnicutt remains in the Company's employ
until he reaches age 65, he will be entitled to receive 15 annual payments of
$33,750 in compensation for various consulting and advisory services to be
provided to the Company and/or its senior executives over a 15-year period.
This Agreement has been fully funded by insurance.
9
<PAGE>
EXECUTIVE EMPLOYMENT AGREEMENT
The Company entered into an employment agreement with Mr. Hunnicutt
effective as of September 20, 1994 (the "Employment Agreement") pursuant to
which Mr. Hunnicutt agreed to serve as the President and Chief Executive Officer
of the Company for an initial term of five years, provided that the term is
automatically extended for an additional one year term on the anniversary of the
effective date of the Employment Agreement unless either party gives written
notice to the other party not to so extend the term within 90 days prior to an
anniversary, in which event no further extension of the term shall occur.
Notwithstanding the foregoing, the Employment Agreement automatically terminates
when Mr. Hunnicutt attains age 68. The Employment Agreement provides that Mr.
Hunnicutt will receive a base salary of $150,000.
In addition, the Employment Agreement provides that Mr. Hunnicutt is
entitled to receive an annual bonus and to participate in all present and future
employee benefit, retirement and compensation plans of the Company consistent
with his salary and his position as the President and Chief Executive Officer of
the Company. The Employment Agreement also provides other benefits typical in
employment agreements with chief executive officers. The Employment Agreement
further provides that, in the event of termination, the Company will pay to Mr.
Hunnicutt (i) his base salary and annual bonus through the date of termination
if he is terminated by the Company's Board of Directors for "cause" (as defined
in the Employment Agreement) and (ii) his base salary and annual bonus through
the date of termination and, for three additional 12-month periods, his base
salary and a bonus in an amount determined pursuant to the terms of the
Employment Agreement if his employment is terminated by him for "good reason"
(as defined in the Employment Agreement).
If Mr. Hunnicutt elects to terminate his employment upon 90 days notice,
then the Company will pay him his annual salary and annual bonus through the
date of termination. In the event of Mr. Hunnicutt's death, the Company will
permit for a period of three months his personal representative(s) or heirs to
require the Company to purchase all outstanding stock options previously granted
to Mr. Hunnicutt, whether or not such options are then exercisable, at a cash
purchase price equal to the amount which the aggregate fair market value of such
options exceed their exercise price. Finally, the Employment Agreement also
imposes certain restrictive covenants which limit Mr. Hunnicutt's ability to
compete with the Company or divulge certain confidential information concerning
the Company for two years following the termination of his employment.
EXECUTIVE CONSULTING AGREEMENT
On September 20, 1994, the Company entered into an Executive Consulting
Agreement with Eugene M. Vereen, Jr., as amended on March 30, 1995 (as so
amended, the "Executive Consulting Agreement"), pursuant to which Mr. Vereen
agreed to provide certain consulting services to the Company following his
retirement or resignation as chairman of the Board of Directors for a period of
six years, provided that the agreement automatically terminates upon Mr.
Vereen's 80th birthday. The Executive Consulting Agreement provides that Mr.
Vereen
10
<PAGE>
will provide consulting services to the Company when requested by the Company's
Chief Executive Officer and the Company will pay Mr. Vereen the sum of $87,500
per year for his services thereunder. In addition, Mr. Vereen is entitled to
reimbursement for his reasonable expenses incurred in connection with his duties
under the Executive Consulting Agreement. Finally, the Executive Consulting
Agreement imposes certain restrictive covenants on Mr. Vereen's ability to
compete with the Company or divulge certain confidential information concerning
the Company during its term and for a period of two years following the
termination thereof.
COMPENSATION OF DIRECTORS
All directors receive a fee of $300 per month. Board of Directors'
meetings are held monthly. In addition, Mr. Vereen receives $500 per month for
serving as Chairman of the Board of Directors and $4,892 per month for serving
as Chairman of the Executive and Loan Committee of the Board of Directors.
Members of the Executive and Loan Committee (except Mr. Hunnicutt) receive a fee
of $200 per month, and members of the Audit Committee receive $200 per meeting.
PROPOSAL II: PROPOSAL TO AMEND AND RESTATE ARTICLE V
OF THE ARTICLES OF INCORPORATION OF THE COMPANY TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK TO 10,000,000 AND TO AUTHORIZE 5,000,000 SHARES
OF A NEW CLASS OF "BLANK CHECK" PREFERRED STOCK.
The Board of Directors of the Company has adopted a resolution unanimously
approving and recommending to the Company's shareholders for their approval, an
amendment to the Company's Articles of Incorporation to provide therein for an
increase to 10,000,000 shares of Common Stock, $1.00 par value, in one or more
series with voting rights as determined by the Board of Directors, and the
creation of 5,000,000 shares of "Blank Check" Preferred Stock. The text of the
proposed amendment is attached hereto as Appendix A.
The Board of Directors believes the authorization of the increase in the
number of shares of Common Stock and the creation of the Preferred Stock is in
the best interests of the Company and its shareholders, and believes it
advisable to authorize such shares to have them available for, among other
things, possible issuance in connection with such activities as public or
private offerings of shares for cash, dividends payable in stock of the Company,
acquisitions of other companies, implementation of employee benefit plans, and
otherwise. The additional shares of Common Stock may be voting or non-voting as
determined in the Board's sole discretion with no further authorization by
security holders required for the creation and issuance thereof.
The term "Blank Check" Preferred Stock refers to stock for which the
designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof (collectively, the
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"Limitations and Restrictions") are determined by the board of directors of a
company. As such, the Board of Directors of the Company will, in the event of
the approval of this proposal by the Company's shareholders, be entitled to
authorize the creation and issuance of 5,000,000 shares of Preferred Stock in
one or more series with such Limitations and Restrictions as may be determined
in the Board's sole discretion, with no further authorization by security
holders required for the creation and issuance thereof.
The Board of Directors is required to make any determination to issue
shares of Common Stock or Preferred Stock based on its judgment as to the best
interests of the shareholders and the Company. Although the Board of Directors
has no present intention of doing so, it could issue shares of Common Stock or
Preferred Stock that could, depending on the terms of such series, make more
difficult or discourage an attempt to obtain control of the Company by means of
a merger, tender offer, proxy contest or other means. Such shares could be used
to create voting or other impediments or to discourage persons seeking to gain
control of the Company. Such shares could also be privately placed with
purchasers favorable to the Board of Directors in opposing such action. In
addition, the Board of Directors could authorize holders of a series of Common
or Preferred Stock to vote either separately as a class or with the holders of
the Company's currently outstanding Common Stock, on any merger, sale or
exchange of assets by the Company or any other extraordinary corporate
transaction. The existence of the additional authorized shares could have the
effect of discouraging unsolicited takeover attempts. The issuance of new
shares also could be used to dilute the stock ownership of a person or entity
seeking to obtain control of the Company should the Board of Directors consider
the action of such entity or person not to be in the best interest of the
stockholders and the Company.
While the Company may consider effecting an equity offering of Common or
Preferred Stock or otherwise issuing such stock in the proximate future for
purposes of raising additional working capital, acquiring related businesses or
assets or otherwise, the Company, as of the date hereof, has no agreements or
understandings with any third party to effect any such offering or acquisition,
or to purchase any shares offered in connection therewith, or to vote any such
shares, and no assurances are given that any offering will in fact be effected
or that an acquisition pursuant to which such shares may be issued will be
proposed and consummated. Therefore, the terms of any Preferred Stock subject
to this proposal cannot be stated or estimated with respect to any or all of the
securities authorized.
Approval of the amendment to the Company's Articles of Incorporation
requires the affirmative vote of a majority of the outstanding shares of Common
Stock which are entitled to vote at the Annual Meeting. Unless otherwise
specified, the proxy holders designated in the proxy will vote the shares
covered thereby at the Annual Meeting FOR the approval of the amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE
COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK TO 10,000,000 SHARES AND TO AUTHORIZE 5,000,000
SHARES OF A NEW CLASS OF "BLANK CHECK" PREFERRED STOCK.
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CERTAIN TRANSACTIONS
The Company and its five subsidiary banks (the "Banks") have had, and
expect to have in the future, banking transactions in the ordinary course of
business with directors and officers of ABC Bancorp and the Banks and their
associates, including corporations, partnerships and other organizations in
which such directors and officers have an interest. At December 31, 1994,
certain officers and directors, and companies in which they have a 10% or more
beneficial interest, were indebted to the Banks in the aggregate amount of
approximately $7,234,000. The Company's Board of Directors believes that the
terms of such loans (including interest rates, collateral and repayment terms)
are fair and equitable and are substantially the same as terms prevailing at the
time such loans were made for comparable transactions with unrelated parties.
Such transactions do not involve more than the normal risk of collectibility or
present other unfavorable features.
On December 26, 1984, the Company purchased real property and buildings
from M.I.A., Co., a Georgia corporation of which Eugene M. Vereen, Jr., Chairman
of the Board of the Company, is President, for use in expansion of the
facilities of the Company. The Company acquired the buildings for $160,000, of
which $150,000 is evidenced by a promissory note payable to M.I.A., Co. over 10
years with interest, payable monthly, at the rate of 12% per annum. The note is
secured by a security deed on the real property and buildings in favor of
M.I.A., Co. The purchase price was based on an appraisal of $168,000, as
determined by an independent appraiser. The note was paid in full in December
1994.
Since November 1, 1991, the Company has leased a building from Mr.
Hunnicutt and an unrelated third party that is used as the Company's operations
center in Moultrie, Georgia. Annual rent payments total $30,000 per year and
are paid in $2,500 monthly installments. The lease expires on November 1, 1996,
but the Company has an option to renew the lease for an additional five year
term.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Company's Common Stock, to file with the Securities and Exchange Commission
(the "SEC") initial reports of ownership and reports of changes in ownership of
Common Stock. They are also required to furnish the Company with copies of all
Section 16(a) forms they file with the SEC.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1994, all the
Company's officers, directors and greater than ten percent shareholders complied
with all applicable Section 16(a) filing requirements subject
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to the following exceptions. Henry C. Wortman did not report the acquisition of
1,000 shares in May 1994 until he filed his Form 4 in August of 1994. Bobby B.
Lindsey did not report the acquisition of 300 shares in May 1994 until he filed
his Form 4 in August 1994. Cindi H. Lewis did not report the acquisition of 100
shares in May 1994 until she filed her Form 4 in August 1994. Donald L.
Stripling did not report the acquisition of 63 shares in May 1994 until he filed
late his Form 4 in June 1994. The West End Milling Company Employee's Stock
Ownership Plan of which Mr. Doyle Weltzbarker is the trustee did not report the
acquisition of 10,000 shares in May 1994 until it filed its Form 4 in September
1994. J. Raymond Fulp did not report the acquisition of 4,000 shares acquired
in May 1994 until he filed his Form 4 in September 1994.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Mauldin & Jenkins as the Company's
independent public accountants for the fiscal year ending December 31, 1994.
Representatives of Mauldin & Jenkins will be present at the Annual Meeting, will
have the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions by shareholders.
OTHER MATTERS
The Board of Directors does not contemplate bringing before the Annual
Meeting any matter other than those specified in the Notice of Annual Meeting of
Shareholders, nor does it have information that other matters will be presented
at the Annual Meeting. If other matters come before the Annual Meeting, signed
proxies will be voted upon such questions in accordance with the best judgment
of the persons acting under the proxies.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at the 1995 Annual
Meeting of Shareholders and to be included in the Company's proxy statement and
form of proxy for that meeting must be received by the Company, directed to the
attention of the Secretary, not later than December 5, 1995. Any such proposal
must comply in all respects with the rules and regulations of the Securities and
Exchange Commission.
FORM 10-K
Upon receipt of a written request, the Company will, without charge,
furnish any owner of Common Stock a copy of its Annual Report to the Securities
and Exchange Commission on Form 10-KSB for the fiscal year ended December 31,
1994, including financial statements and the schedules thereto. Copies of
exhibits to the Form 10-KSB are also available upon specific
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request and payment of a reasonable charge for reproduction. Such request
should be directed to the Secretary of the Company at the address indicated on
the front of this Proxy Statement.
Moultrie, Georgia By Order of the Board of Directors
April 4, 1995
/s/Eugene M. Vereen
----------------------------------
Eugene M. Vereen, Chairman
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APPENDIX A
TEXT OF PROPOSED ARTICLE V
OF THE ARTICLES OF INCORPORATION
OF
ABC BANCORP
The maximum amount of shares of stock that this corporation shall be authorized
to issue shall be 15,000,000 shares which are to be divided into two classes as
follows:
10,000,000 shares of Common Stock, par value $1.00 per share; and
5,000,000 shares of Preferred Stock.
The Common Stock may be created and issued from time to time in one or more
series with voting rights for each series as determined by the Board of
Directors of the Corporation and set forth in the resolution or resolutions
providing for the creation and issuance of the stock in such series. The
Preferred Stock may be created and issued from time to time in one or more
series with such designations, preferences, limitations, conversion rights
cumulative, relative, participating, optional or other rights, including voting
rights, qualifications, limitations or restrictions thereof as determined by the
Board of Directors of the Corporation and set forth in the resolution or
restrictions providing for the creation and issuance of the stock in such
series.
<PAGE>
ABC BANCORP
310 FIRST STREET, S.E.
MOULTRIE, GEORGIA 31768
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints EUGENE M. VEREEN, JR. AND KENNETH J.
HUNNICUTT, and each of them, with full power of substitution, the proxies and
attorneys of the undersigned at the Annual Meeting of Shareholders of ABC
Bancorp to be held on Tuesday, April 18, 1995 at the American Banking Company,
225 South Main Street, Moultrie, Georgia 31768, at 4:15 p.m., local time, and
at any adjournment or postponement thereof, and hereby authorizes them to vote
as designated below at such meeting all the shares of Common Stock of ABC
Bancorp held of record by the undersigned as of March 31, 1995. The
undersigned hereby acknowledges receipt of the Annual Report of the Company for
the fiscal year ended December 31, 1994 and the Notice of Annual Meeting and
Proxy Statement of the Company for the above-mentioned Annual Meeting of
Shareholders.
I. Election of the following nominees to the Board of Directors:
[_] FOR all nominees listed [_] WITHHOLD
below (except as marked AUTHORITY
to the contrary below) to vote for all
nominees listed
below
J. Raymond Fulp Kenneth J. Hunnicutt Willard Lasseter
Bobby B. Lindsey Hal L. Lynch Joseph C. Parker
Eugene M. Vereen, Jr. Doyle Weltzbarker Henry C. Wortman
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
WRITE THE NAME(S) OF SUCH NOMINEE(S) IN THE SPACE PROVIDED BELOW:
________________________________________________________________________________
IF THIS FORM OF PROXY IS EXECUTED BY THE UNDERSIGNED IN SUCH MANNER AS NOT
TO WITHHOLD AUTHORITY TO VOTE FOR THE ELECTION OF ANY NOMINEE, THIS FORM OF
PROXY SHALL BE DEEMED TO GRANT SUCH AUTHORITY.
II. Amendment to Article V of the Company's Articles of Incorporation to
increase the number of authorized shares of Common Stock and to authorize a new
class of "Blank Check" Preferred Stock.
[_] FOR [_] AGAINST [_] ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF EACH DIRECTOR NOMINEE AND FOR PROPOSAL II, AND IN
THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING.
[PLEASE SIGN PROXY ON FOLLOWING PAGE]
<PAGE>
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
Print Name(s) _________________________
Signature _________________________
Signature if
Held Jointly _________________________
Dated: _________________________, 1995
Please date and sign in the same manner in which your shares are
registered. When signing as executor, administrator, trustee, guardian, attorney
or corporate officer, please give full title as such. Joint owners should each
sign.
