<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
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ABC BANCORP
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ABC BANCORP
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(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 ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] 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:
Notes:
<PAGE>
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
______________________________
ABC BANCORP
______________________________
ANNUAL MEETING OF SHAREHOLDERS
APRIL 16, 1996
<PAGE>
ABC BANCORP
310 FIRST STREET, S.E.
MOULTRIE, GEORGIA 31768
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 16, 1996
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 16,
1996, commencing at 4:15 p.m., local time, for the following purposes:
(1) to elect ten 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;
(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 15, 1996, 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
/s/ Willard Lasseter
---------------------------------
Willard Lasseter, Chairman
Moultrie, Georgia
March 25, 1996
<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 March 25, 1996) 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 16, 1996, 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 15, 1996 (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
3,379,192 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 15, 1996, 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. 397,967 (2) 11.8%
52 Cherokee Road
Moultrie, Georgia 31678
</TABLE>
- --------------------
(1) Based upon 3,379,192 shares of Common Stock outstanding, which does not
include options for 6,667 shares of Common Stock granted to Mr. Hunnicutt.
(2) Includes 1,840 shares owned by M.I.A., Co., a corporation of which Mr.
Vereen is President; 3,200 shares owned by his wife and 324,650 shares
owned by his four children, 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 Beneficially Owned as
Name of Beneficial Owner the Company of March 31, 1995 (1) Percent of Class
- --------------------------- ------------- --------------------- ----------------
<S> <C> <C> <C>
J. Raymond Fulp Director 24,299 *
Kenneth J. Hunnicutt (2) Chief Executive 69,940 2.1%
Officer, President
and Director
Bobby B. Lindsey (3) Director 43,923 1.3%
Willard Lasseter (4) Director 71,999 2.1%
Hal L. Lynch Director 8,000 *
Joseph C. Parker Director 10,061 *
Eugene M. Vereen, Jr. (5) Director 397,967 11.8%
Doyle Weltzbarker (6) Director 58,664 1.7%
Henry C. Wortman (7) Director 19,873 *
All directors, nominees 712,190 21.1%
for election as directors
and executive officers as a
group (15 persons including
those listed above)
</TABLE>
2
<PAGE>
- --------------
* 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 6,667 shares (See "EXECUTIVE COMPENSATION AND
OTHER INFORMATION"), 1,973 shares owned by a partnership in which Mr.
Hunnicutt is a partner and 1,300 shares owned by a partnership of which Mr.
Hunnicutt's wife is a partner.
(3) Includes 6,966 shares owned by Mr. Lindsey's son, with whom he shares
investment and voting power, 766 shares owned jointly by Mr. Lindsey and
his son, 666 shares owned by Mr. Lindsey's wife, with whom he shares
investment and voting powers, 6,033 shares owned by Dixie Oil Co., 6,033
shares owned by Dixie Gas & Oil Co., 6,033 shares owned by Dixie Petroleum
Co., 6,033 shares owned by L & D Oil Co. and 6,033 shares owned by L.D.
Advertising Co., all corporations of which Mr. Lindsey is the President.
(4) Includes 2,666 shares owned by Mr. Lasseter's wife, with whom Mr. Lasseter
shares investment and voting power, and 29,333 shares owned by Lasseter
Tractor Company, a corporation of which Mr. Lasseter is President.
(5) Includes 1,840 shares owned by M.I.A., Co., a corporation of which Mr.
Vereen is President; 3,200 shares owned by his wife and 324,650 shares
owned by his four children, with whom Mr. Vereen shares investment and
voting power pursuant to an oral agreement.
(6) Includes 16,666 shares owned by the profit-sharing plan of West End Milling
Company, a corporation of which Mr. Weltzbarker is President, and 16,284
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 2,694 shares owned by Mr. Wortman's wife, with whom Mr. Wortman
shares investment and voting power, and 6,357 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, and 1,000 shares owned jointly
by Mr. Wortman and spouse.
3
<PAGE>
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 except Mr. Floyd 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., 75 Chairman of the Board of ABC Bancorp from
Director since 1981 1981 to April 19, 1995 and Chief Executive
Officer from 1981 to 1994. From 1971 to
present Mr. Vereen also serves as a Director
of American Banking Company ("American
Bank"). From the time of their acquisition
to 1995 Mr. Vereen also served as a director
of 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 Chairman of the Board
Emeritus of the Company and 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, 51 Director of Tifton Bank since 1987. Mr. Fulp
Director since 1989 has been a pharmacist since 1969. Since
1974, he has been co-owner of Midtown
Pharmacy in Tifton.
Kenneth J. Hunnicutt, 59 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, 66 Chairman of the Board and Chief Executive
Director since 1994 Officer of Tifton Bank since 1986. Mr.
Lindsey serves 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, 66 Chairman of the Board of ABC Bancorp since
Director since 1982 April 19, 1995. Vice Chairman of the Board
of ABC Bancorp from 1992 to 1995. 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.
5
<PAGE>
Hal L. Lynch, 66 President of Lynch
Director since 1992 Management Company, which manages automobile
dealerships in Florida and Georgia. Mr.
Lynch has been in the automobile business
since 1953.
Joseph C. Parker, 68 Director of American Bank from 1971 to 1993.
Director since 1993 Mr. Parker is a retired farmer.
Doyle Weltzbarker, 61 Vice Chairman of the Board of ABC Bancorp
Director since 1985 since 1995. Director of Quitman Bank since
1975. From 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, 58 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.
Johnny W. Floyd, 57 Mr. Floyd currently serves as the Chairman
of the Board of directors of Central Bank
and Trust, of which he has been a director
since 1986. He is the President of Floyd
Timber Company, a forestry products company,
and the President of Cordele Realty.
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
6
<PAGE>
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 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 1995, the Board of Directors held 12 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 1995.
7
<PAGE>
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.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
---------------------------------------
Annual Compensation Awards Payouts
---------------------------------------- ------------- ------- All
Name and Principal Other Annual Restricted Options LTIP Other Annual
Position(1) Year Salary(1) Bonus Compensation Stock Award SARs Payouts Compensation
- ------------------------ ---- --------- ------- ------------ ----------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kenneth J. Hunnicutt, 1995 $176,860 $42,771 --- --- --- --- $54,138 (2)
Chief Executive Officer, 1994 $173,458 $15,334 --- --- --- --- $54,138 (2)
President and Director 1993 $164,318 $ 8,242 --- --- --- --- $54,138 (2)
- --------------------
</TABLE>
(1) Includes directors fees. Contributions to the investment account under the
Deferred Compensation Agreement, previously disclosed as "Salary," are now
disclosed as "All Other Annual Compensation." See footnote (2).
(2) For each of 1993, 1994 and 1995, the Company made contributions to a
Simplified Employee Pension Plan for the benefit of Mr. Hunnicutt in the
amount of $22,500; to the investment account under the Deferred
Compensation Agreement in the amount of $15,300; and to the investment
account under the Salary Continuation Agreement in the amount of $16,338.
Amounts contributed under the Deferred Compensation Agreement have been
previously disclosed as "Salary." Amounts contributed under the Salary
Continuation Agreement have been inadvertently omitted from the Company's
previous Proxy Statements.
STOCK OPTION EXERCISES DURING 1995 AND STOCK OPTION YEAR-END VALUES
The following table sets forth information with respect to options
exercised by the named executive officer in the last fiscal year and the number
and value of unexercised options and SARs held as of the end of the last fiscal
year for the executive officer named in the Summary Compensation Table.
8
<PAGE>
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-the-
Underlying Unexercised Money Options/SARs at FY-
Options/SARs at FY-End (#) End ($) (2)
----------------------------- -------------------------------
<S> <C> <C> <C> <C> <C> <C>
Shares
Acquired on Value
Name Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- ------------- ----------- -------------
Kenneth J. Hunnicutt 26,667 $255,000 --- 6,667 (3) --- $50,003 (3)
- ---------------
</TABLE>
(1) Value is calculated based on the difference between the option exercise
price and the closing market price of the Common Stock on the date of
exercise multiplied by the number of shares to which the exercise relates.
(2) The fiscal-year end values are calculated based upon the last known sales
price for the Common Stock on December 30, 1995.
(3) This option was granted pursuant to the Company's 1992 Incentive Stock
Option Plan for K. J. Hunnicutt at an exercise price of $6.75 per share.
The option first becomes exercisable in 1997 and vests at a rate of 1,000
shares per year.
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
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 $5,000/month 180
retirement
Termination of Value of investment 120
employment account (1) (2)
</TABLE>
9
<PAGE>
- -------------------
(1) The balance of the investment account as of the dates set forth below is as
follows:
Date Balance
----------------------------------
12/15/95..................$244,000
12/15/96..................$265,000
12/15/97..................$286,000
12/15/98..................$310,000
12/15/99..................$336,000
12/15/2000................$360,000
(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, 1995, $9,524 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.
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
10
<PAGE>
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. Mr. Vereen retired as chairman of the Board on April
19, 1995. The Executive Consulting Agreement provides that Mr. Vereen 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, with the exception of Mr. Vereen, receive a fee of $300 per
month. Board of Directors' meetings are held monthly. 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.
11
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1995, Mr. Hunnicutt was the Company's President and Chief Executive
Officer in addition to serving on the Compensation Committee. Mr. Vereen, who
also served on the Compensation Committee, is a former Chief Executive Officer
of the Company. No other member of the Compensation Committee is an officer or
employee of the Company or any of its subsidiaries.
The Company and its five subsidiary banks have had, and expect to have in
the future, banking transactions in the ordinary course of business with members
of the Compensation Committee, including corporations, partnerships and other
organizations in which such Committee members have an interest. 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.
REPORT OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Company's executive compensation programs are administered by the
Compensation Committee of the Board of Directors (the "Committee"). During 1995
the Committee was composed of Messrs. Vereen, Hunnicutt, Lasseter and
Weltzbarker.
The Company's executive compensation is designed to attract and retain
highly qualified executives and to motivate them to maximize shareholder
returns. The base salary for executives is determined in relation to level of
responsibility. Salary ranges are reviewed on an annual basis, taking into
consideration, among other things, the financial performance of the Company, and
are adjusted as necessary. Executives' salaries are reviewed on an annual
basis, and salary changes are based primarily upon individual performance.
In reviewing the performance of Mr. Hunnicutt, the Company's President and
Chief Executive Officer, the Committee took into account Mr. Hunnicutt's
Employment Agreement, which establishes his base compensation from year to year.
The Company may consider and declare from time to time increases in the Mr.
Hunnicutt's base compensation, and if operating results of the Company are
significantly less favorable in a given year, may decrease the base compensation
of executive officers generally, including Mr. Hunnicutt. In determining Mr.
Hunnicutt's compensation, the Committee considered the effects of inflation,
adjustments to the salaries of other senior management personnel, and Mr.
Hunnicutt's past performance and the contribution which he made to the business
and profits of the Company during fiscal year 1995. The Company's performance
in 1995 reflected net income of $4.3 million, an increase of 40% over net income
for 1994 of $3.1 million. Income per average share was also significantly
increased, as was the return on average assets and the return on average equity.
12
<PAGE>
Total assets, net loans and deposits also showed significant increases in 1995.
Accordingly, the Committee awarded Mr. Hunnicutt an annual incentive bonus of
$42,771 and increased Mr. Hunnicutt's base salary by 2.1% for 1996. Mr.
Hunnicutt did not participate in Committee deliberations concerning his
compensation.
Submitted by the Compensation Committee
Eugene M. Vereen, Jr.
Kenneth J. Hunnicutt
Willard Lasseter
Doyle Weltzbarker
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PERFORMANCE GRAPH
Set forth below is a line graph comparing the change in the cumulative
total shareholder return on the Common Stock against the cumulative return of
the Nasdaq Stock Market (US Companies) and the index of Nasdaq Bank Stocks for
the period commencing May 19, 1994 through December 29, 1995. In May 1994 the
Company sold 747,500 shares of Common Stock pursuant to a registered public
offering (the "Offering"). Prior to the Offering, quotations for the Common
Stock were not reported on any market, and there was no established public
trading market for the Common Stock. the graph shows the value at May 19, 1994,
December 30, 1994, June 30, 1995, and December 29, 1995 assuming an investment
of $100 on May 19, 1994 and reinvestment of dividends and other distributions to
shareholders.
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG ABC BANCORP., NASDAQ STOCK MARKET INDEX AND NASDAQ BANK STOCKS INDEX
NASDAQ NASDAQ
Measurement period STOCK MARKET BANK STOCK
(fiscal year Covered) ABC BANCORP. INDEX INDEX
- --------------------- ------------ ------------ ----------
Measurement PT -
05/19/94 $100.0 $100.0 $100.0
FYE 12/30/94 $ 94.4 $104.3 $ 95.1
FYE 06/30/95 $123.7 $130.0 $115.0
FYE 12/29/95 $153.7 $147.5 $141.7
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 05/19/94.
14
<PAGE>
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 15,000,000
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 15,000,000 shares of Common Stock, $1.00 par value, in one or more
series with voting rights as determined by the Board of Directors. The text of
the proposed amendment is attached hereto as Appendix A.
At present the Company is authorized to issue a total of 15,000,000 shares,
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 proposed amendment would increase the amount of authorized Common Stock by
5,000,000 shares. The maximum amount of shares of stock that the Company would
then be authorized to issue would be a total of 20,000,000 shares.
The Board of Directors believes the authorization of the increase in the
number of shares of Common 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 Board of Directors is required to make any determination to issue
shares of Common 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 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 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
15
<PAGE>
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.
The Company has entered into an Agreement and Plan of Merger with Southland
Bancorporation ("Southland") dated as of December 18, 1995 pursuant to which
Southland would merge with and into the Company. In addition, the Company has
entered into an Agreement and Plan of Merger with Central Bankshares, Inc.
("Central") dated as of December 29, 1995 pursuant to which Central would merge
with and into the Company. Of its 6,402,926 currently authorized but unissued
shares of Common Stock, the Company expects to issue approximately 1,116,000
shares to the Southland and Central shareholders in connection with these
proposed merger transactions.
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 15,000,000 SHARES.
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 the Company 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 $5,743,788. 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.
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.
16
<PAGE>
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, 1995, all the
Company's officers, directors and greater than ten percent shareholders complied
with all applicable Section 16(a) filing requirements subject to the following
exceptions. J. Raymond Fulp did not report the acquisition of 300 shares of
Common Stock acquired in August 1995 until he filed his Form 4 in September
1995.
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, 1995.
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 1997 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, 1996. Any such proposal
must comply in all respects with the rules and regulations of the Securities and
Exchange Commission.
17
<PAGE>
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-K for the fiscal year ended December 31,
1995, including financial statements and the schedules thereto. Copies of
exhibits to the Form 10-K are also available upon specific 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.
By Order of the Board of Directors
/s/ Willard Lasseter
---------------------------------
Willard Lasseter, Chairman
Moultrie, Georgia
March 25, 1996
18
<PAGE>
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 20,000,000 shares which are to be divided into two classes as
follows:
15,000,000 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 WILLARD LASSETER 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 16, 1996 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 15, 1996. The undersigned hereby
acknowledges receipt of the Annual Report of the Company for the fiscal year
ended December 31, 1995 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
below (except as marked
to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees
listed below
Johnny W. Floyd 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 authorized shares of Common 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 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: , 1996
------------------------------
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.
