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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] 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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
----------------
ABC BANCORP
----------------
ANNUAL MEETING OF SHAREHOLDERS
MAY 9, 2000
<PAGE>
ABC Bancorp
310 First Street, S.E.
Moultrie, Georgia 31768
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 9, 2000
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 Sunset Country Club,
Thomasville Highway, Moultrie, Georgia, on Tuesday, May 9, 2000, commencing at
4:15 p.m., local time, for the following purposes:
(1) To elect three Class III directors for a three-year term of office;
(2) To ratify the appointment of Mauldin & Jenkins, Certified Public
Accountants and Consultants, LLC, as the Company's independent accountants
for the fiscal year ending December 31, 1999; 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 10, 2000 has been fixed as the record date
(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 ten
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/ Doyle Weltzbarker
Doyle Weltzbarker, Chairman
Moultrie, Georgia
March 21, 2000
<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 21, 2000) 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 (the
"Board") of proxies for use at the Annual Meeting of Shareholders (the "Annual
Meeting") to be held at Sunset Country Club, Thomasville Highway, Moultrie,
Georgia, on Tuesday, May 9, 2000, 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 10, 2000 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting.
On the Record Date, the Company had 8,609,267 shares of common stock (the
"Common Stock") outstanding and entitled to vote. 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Principal Shareholders. There are currently no persons who are known to the
Board to own beneficially five percent or more of the outstanding Common
Stock.
<PAGE>
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 directors, nominees for election as directors,
executive officers named in the Summary Compensation Table set forth under the
caption "Executive Compensation and Other Information" and by all directors
and executive officers as a group.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned
as of March 10, Percent
Name of Beneficial Owner Position with the Company 2000 (1) of Class
- ------------------------ --------------------------- ------------------ --------
<S> <C> <C> <C>
Johnny W. Floyd (2)......... Director 60,315 *
J. Raymond Fulp............. Director 35,317 *
Wycliffe R. Griffin (3)..... Director 31,184 *
Kenneth J. Hunnicutt (3).... Chief Executive Officer, 240,165 2.79%
President and Director
Daniel B. Jeter............. Director 3,466 *
W. Edwin Lane, Jr. (5)...... Executive Vice President 17,463 *
and Chief Financial Officer
Bobby B. Lindsey (6)........ Director 80,042 *
Hal L. Lynch (7)............ Director 15,890 *
Robert P. Lynch (8)......... Director 197,077 2.29%
Mark D. Thomas (9).......... Executive Vice President, 50,576 *
Chief Operating Officer
and Director
Eugene M. Vereen, Jr. (10).. Director 80,441 *
Doyle Weltzbarker (11)...... Director 89,700 1.04%
Henry C. Wortman (12)....... Director 53,303 *
All directors and executive --
officers as a group
(15 persons, including
those listed above)........ 954,939 11.09%
</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. Numbers reflect a 6 for 5 stock split
for all shareholders of record as of December 15, 1999.
(2) Includes 9,149 shares owned by Mr. Floyd's wife and 26,978 shares owned
by accounts for the benefit of Mr. Floyd's two children, of which Mr.
Floyd is custodian.
(3) Mr. Griffin was appointed by the Board on July 15, 1999 to serve as a
Class III director. (See "BOARD OF DIRECTORS -- Recent Changes to the
Board").
(4) Includes options to acquire 77,500 shares (See "EXECUTIVE COMPENSATION
AND OTHER INFORMATION"); 52,800 shares of restricted Common Stock granted
on January 19, 1999 and January 18, 2000; 10,759 shares owned by a
partnership in which Mr. Hunnicutt is a partner; and 3,182 shares owned
by a partnership of which Mr. Hunnicutt's wife is a partner.
(5) Includes options to acquire 14,263 shares (See "EXECUTIVE COMPENSATION
AND OTHER INFORMATION"), 1,200 shares of restricted Common Stock granted
on January 19, 1999 and 2,000 shares of restricted Common Stock granted
on January 18, 2000.
(6) Includes 16,358 shares owned by Mr. Lindsey's three children, with whom
Mr. Lindsey shares investment and voting power; and 998 shares owned by
Mr. Lindsey's wife, with whom he shares investment and voting power. Also
includes 12,049 shares owned by Dixie Oil Co.; 9,049 shares owned by
Dixie Gas & Oil Co.; 9,049 shares owned by Dixie Petroleum Co.; 12,049
shares owned by L & L Oil Co., Inc.; and
2
<PAGE>
11,850 shares owned by L&D Advertising Co., with respect to all of which
Mr. Lindsey is President. Mr. Lindsey will be retiring from the Board,
effective as of the date of the Annual Meeting. (See "BOARD OF
DIRECTORS -- Recent Changes to the Board").
(7) Mr. Lynch will be retiring from the Board, effective as of the date of
the Annual Meeting. (See "BOARD OF DIRECTORS -- Recent Changes to the
Board").
(8) Robert P. Lynch was appointed by the Board on February 15, 2000 to fill
the seat to be vacated by Hal L. Lynch. (See "BOARD OF DIRECTORS --
Recent Changes to the Board"). Includes 3,750 shares held by Mr. Lynch's
wife and 122,077 shares owned by family members, with whom Mr. Lynch
shares voting power.
(9) Mark D. Thomas was appointed by the Board on July 20, 1999 to serve as a
Class I Director. (See "BOARD OF DIRECTORS -- Recent Changes to the
Board"). Includes 24,576 shares of restricted Common Stock granted to
Mr. Thomas during fiscal year 1999; 2,000 shares of restricted Common
Stock granted to Mr. Thomas on January 18, 2000; and options to acquire
12,000 shares granted on January 18, 2000.
(10) Includes 2,026 shares owned by Mr. Vereen's wife.
(11) Includes 24,426 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.
(12) Includes 13,645 shares owned by Mr. Wortman's wife, with whom Mr. Wortman
shares investment and voting power; 10,004 shares held as co-trustee with
Mr. Wortman's wife for the benefit of their two children; 1,170 shares
owned jointly with Mr. Wortman's father-in-law; and 2,534 shares owned
jointly by Mr. Wortman and his wife.
PROPOSAL I: ELECTION OF DIRECTORS
The Company has a classified Board currently consisting of four Class I
directors (Messrs. Floyd, Griffin, Jeter and Thomas), four Class II directors
(Messrs. Fulp, Lindsey, Lynch and Wortman), and three Class III directors
(Messrs. Vereen, Hunnicutt and Weltzbarker). The Class III directors currently
serve until the Annual Meeting, and the Class I and Class II directors
currently serve until the annual meetings of shareholders to be held in 2001
and 2002, respectively. After the Annual Meeting, the Class I, Class II and
Class III directors will serve until the annual meetings of shareholders to be
held in 2001, 2002 and 2003, respectively, and until their respective
successors are elected and qualified. At each annual meeting of shareholders,
directors are elected for a full term of three years to succeed those whose
terms are expiring. Vacancies on the Board and newly created directorships can
generally be filled by vote of a majority of the directors then in office.
Executive officers are elected annually by the Board and serve at the
discretion of the Board.
At the Annual Meeting, shareholders are being asked to elect three directors
to serve as Class III directors until the 2003 annual meeting of shareholders
and until their successors are duly elected and qualified.
In order to be elected, a nominee for director must receive an affirmative
vote of a majority of the shares of Common Stock present or represented at the
Annual Meeting and entitled to vote.
Unless otherwise directed, the persons named as proxies and attorneys in the
enclosed form of proxy intend to vote "FOR" the election of the nominees
listed below as directors for the ensuing term and until their successors are
elected and qualified. If any such nominee for any reason should not be
available as a candidate for director, votes will be cast pursuant to
authority granted by the enclosed proxy for such other candidate or candidates
as may be nominated by management. The Board knows of no reason to anticipate
that the nominees will not be candidates. Except as set forth below, each of
the nominees has been engaged in his principal occupation during the past five
years. Except for the family relationship between Robert P. Lynch, a newly
appointed director, and Hal L. Lynch, a current director who is retiring
effective as of the Annual Meeting (See "BOARD OF DIRECTORS -- Recent Changes
to the Board"), there is no family relationship between any of the directors
and executive officers of the Company.
3
<PAGE>
The following sets forth certain information as of the Record Date
concerning the nominees for election as directors of the Company and the other
directors whose terms of office will continue after the Annual Meeting.
Nominees for Election as Class III Directors with Terms Expiring in 2003.
Eugene M. Vereen, Jr. (age 79) has been a director since 1981. Mr. Vereen
was the Chairman of the Board from 1981 to April 19, 1995 and Chief Executive
Officer of the Company from 1981 to 1994. From 1971 to present, Mr. Vereen has
also served as a director of American Banking Company. From the time of their
acquisition to 1995, Mr. Vereen has also served as a director of Heritage
Community Bank, Bank of Thomas County, Citizens Security Bank and Cairo
Banking Company, each of which is 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 Banking
Company. He now serves as Chairman Emeritus of the Company and President
Emeritus of American Banking Company. From 1951 until its sale in 1983,
Mr. Vereen served as Chairman of the Board of Moultrie Insurance Agency.
Kenneth J. Hunnicutt (age 63) has been a director since 1981. Mr. Hunnicutt
has also been Chief Executive Officer of the Company since 1994 and President
since 1981. Mr. Hunnicutt served as Senior President of American Banking
Company from 1989 to 1991 and as President of American Banking Company from
1975 to 1989 and currently serves as a director of American Banking Company,
Heritage Community Bank, Bank of Thomas County, Citizens Security Bank, Cairo
Banking Company, Southland Bank, Central Bank & Trust, First National Bank of
South Georgia and Merchants and Farmers Bank, each of which is a wholly-owned
subsidiary of the Company. Mr. Hunnicutt also serves on the advisory board of
Norfolk Southern Corporation, which owns Norfolk Southern Railroad.
Doyle Weltzbarker (age 65), Chairman of the Board, has been a director since
1985 and was Vice Chairman of the Board from 1995 through 1998. Since 1975,
Mr. Weltzbarker has served as director of Heritage Community Bank and he
currently serves as Chairman. Since 1985, Mr. Weltzbarker has served as a
director and President of West End Milling Company, a feed manufacturing
business, and Brooksco Dairy, Inc., a livestock and farming business. Mr.
Weltzbarker also serves as a director of Georgia-Florida Fertilizer Co. and
the Georgia Agribusiness Council and serves on the advisory board of Norfolk
Southern Corporation.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL I.
4
<PAGE>
BOARD OF DIRECTORS
Directors.
J. Raymond Fulp (age 55) became a director of the Company in 1989 and has
been a director of Citizens Security Bank since 1987. Mr. Fulp was the co-
owner of Midtown Pharmacy in Tifton, Georgia from 1974 until its sale in 1999.
Mr. Fulp's term expires in the year 2002.
Henry C. Wortman (age 61) has been a director since 1990. Mr. Wortman has
also been Vice Chairman and a director of Heritage Community Bank since 1988.
Mr. Wortman has been a principal partner of Jackson & Wortman, a dairy, pecan,
timber and general farming operation based in Quitman, Georgia, since 1965.
Mr. Wortman is also a member of the Georgia Agricultural Commodity Commission
for Milk, a member of the Board of Directors of the Georgia-Florida Fertilizer
Company and the Treasurer of Georgia Milk Producers. Mr. Wortman's term
expires in the year 2002.
Johnny W. Floyd (age 61) has been a director since 1995. 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. Mr. Floyd is the President of Floyd
Timber Company, a forestry products company, and the President of Cordele
Realty. Mr. Floyd has also been a member of the Georgia House of
Representatives since 1989. Mr. Floyd's term expires in the year 2001.
Daniel B. Jeter (age 48) has been a director since 1997. Mr. Jeter is the
Vice-President and a majority shareholder of Standard Discount Corporation
("Standard"), a consumer finance company. Mr. Jeter joined Standard, a family-
owned business, in March 1979 and is an officer and director of each of
Standard's several affiliates, Colquitt Loan Company, Globe Loan Company of
Hazelhurst, Globe Loan Company of Tifton, Globe Loan Company of Moultrie,
Peach Finance Company, Personal Finance Service of Statesboro, Globe Financial
Services of Thomasville, Classic Insurance Company, Ltd. and Cavalier
Insurance Company (of which he serves as President). In addition, Mr. Jeter
serves as a director of the Georgia Industrial Loan Association and of the
Georgia Financial Services Association. Mr. Jeter's term expires in the year
2001.
The backgrounds of Bobby B. Lindsey and Hal L. Lynch have been omitted
because their terms of office as directors will not continue after the Annual
Meeting. (See "BOARD OF DIRECTORS -- Recent changes to the Board"). The
backgrounds of the directors with terms expiring in 2003 are summarized above.
Recent Changes to the Board.
In accordance with the Company's Bylaws, which require all directors who
attain the age of 70 to retire from the Board no later than the date of the
next regularly scheduled annual meeting of the Company's shareholders after
the director's birthday, on February 15, 2000, Bobby B. Lindsey and Hal L.
Lynch submitted their resignations from the Board, effective as of the date of
the Annual Meeting. Also in accordance with the Company's Bylaws, on February
15, 2000, the Board unanimously appointed Robert P. Lynch to fill the vacancy
created by the resignation of his father, Hal L. Lynch. Robert P. Lynch will
begin serving on the Board effective as of the date of the Annual Meeting and
will serve out the remainder of Hal L. Lynch's term or until the next meeting
of the Company's shareholders at which Class II directors are elected. The
following sets forth certain information as of the Record Date concerning
Robert P. Lynch.
Robert P. Lynch (age 37) was appointed by the Board on February 15, 2000 to
serve out the remainder of the term of his father, Hal L. Lynch, who will
retire from the Board, effective as of the date of the Annual Meeting. Mr.
Lynch is Vice President and General Manager of Lynch Management Company, which
manages Daytona Lincoln-Mercury, Thomasville Sales, Fairway Oldsmobile &
Toyota, North Florida Lincoln-Mercury and other automobile dealerships in
Florida and Georgia. Mr. Lynch is currently responsible for operating Fairway
Oldsmobile & Toyota in Albany, Georgia. Mr. Lynch has been in the automobile
business since 1985. Mr. Lynch's term will expire in the year 2002.
5
<PAGE>
On July 15, 1999, the Board appointed Wycliffe R. Griffin to serve as a
Class I director until the next meeting the of the Company's shareholders at
which Class I directors are elected. The following sets forth certain
information as of the Record Date concerning Mr. Griffin.
Wycliffe R. Griffin (age 69) has been a director of the Company since July
15, 1999. Mr. Griffin is also a member of City Board of Directors for the
Ocilla branch of Citizens Security Bank. Mr. Griffin is also a member of the
Board of Directors of Triangle Chemical Company and Cardinal Chemical Co. of
Kinston, North Carolina. Mr. Griffin is an active member of Ocilla Baptist
Church and currently serves as Deacon. Mr. Griffin's term will expire in the
year 2001.
On July 20, 1999, the Board unanimously appointed Mark D. Thomas to serve as
a Class I director until the next meeting of the Company's shareholders at
which Class I directors are elected. The following sets forth certain
information as of the Record Date concerning Mr. Thomas.
Mark D. Thomas (age 46) has been a director of the Company since July 20,
1999. Mr. Thomas has also been Executive Vice President and Chief Operating
Officer of the Company since July 20, 1999. From September 1977 through July
1999, Mr. Thomas was employed by First Union National Bank, where he
previously served as Senior Vice President and State Consumer Banking
Executive for First Union's Tennessee subsidiary. Mr. Thomas now resides in
Moultrie, Georgia, and has been active in the United Way, the Chamber of
Commerce, the YMCA and the Boy Scouts of America. Mr. Thomas' term will expire
in the year 2001.
Committees of the Board.
The Company's Executive Committee is currently comprised of seven directors,
a majority of whom are neither officers nor employees of the Company. The
Executive Committee is authorized to exercise all of the powers of the Board,
except the power to declare dividends, elect directors, amend the Company's
Bylaws, issue stock or recommend any action to shareholders. The Executive
Committee, among other things, considers and makes recommendations to the
Board regarding the size and composition of the Board, 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 Committee are Messrs. Hunnicutt, Jeter,
Lindsey, Lynch, Thomas, Vereen and Weltzbarker. After the Annual Meeting, the
size of the Executive Committee will be reduced to six members and will be
comprised of Messrs. Fulp, Hunnicutt, Jeter, Thomas, Vereen and Weltzbarker.
The Company's Executive Loan Committee is comprised of five members. Four of
the Executive Loan Committee members are directors of the Company, and the
remaining member is the Company's Senior Credit Officer. The Executive Loan
Committee is responsible for reviewing and approving all of the Company's and
the Subsidiary Banks' loan and credit requests with principal amounts between
$2.5 million and $4.0 million. The current members of the Executive Loan
Committee are Mr. Jon S. Edwards and Messrs. Hunnicutt, Thomas, Weltzbarker
and Wortman.
The members of the Company's Compensation Committee, established in 1992,
are Messrs. Vereen, Hunnicutt, Weltzbarker and Jeter. 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 Company's nine subsidiary banks (the "Banks"). The
Compensation Committee also has the authority to administer and interpret the
Company's Money Purchase Pension and 401(k) plans, the ABC Bancorp Omnibus
Stock Ownership and Long Term Incentive Plan and the 1997 Incentive Stock
Option Plan for Kenneth J. Hunnicutt, including the selection of eligible
participants in such plans and the type, amount, duration, acceleration and
vesting of individual grants and awards made thereunder.
The Company also has an Audit Committee consisting of four members, all of
whom are directors of the Company. 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 Department of
6
<PAGE>
Banking of the State of Alabama, the Company's independent accountants and the
internal auditors of the Company and the Banks. The current members of the
Audit Committee are Messrs. Fulp, Jeter, Weltzbarker and Wortman.
The Company does not have a standing nominating committee.
In 1999, the Board held 12 meetings; the Executive Committee held 12
meetings; the Executive Loan Committee held 16 meetings; the Compensation
Committee held nine meetings; and the Audit Committee held two meetings. Each
director attended at least 75% of all meetings of the full Board and of those
Committees on which he served in 1999.
7
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive Compensation.
The following table and notes present the 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 any other executive officer whose total cash
compensation exceeded $100,000.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
----------------------------------- ---------------------- -------
Name and All Other
Principal Other Annual Restricted Options/ LTIP Annual
Position Year Salary Bonus Compensation Stock Award SARs Payouts Compensation
--------- ---- -------- ------- ------------ ----------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kenneth J. Hunnicutt, 1999 $277,400(1)(2) $78,310 -- $274,296(3) -- -- $51,302(4)
Chief Executive Officer, 1998 $263,400(1)(2) $87,236 -- -- -- -- $43,102(4)
President and Director 1997 $253,703(1)(2) $88,469 -- -- 67,500 -- $55,102(4)
Mark D. Thomas, 1999 $ 84,423(1)(5) -- -- $286,802(6) -- -- $ 2,048(7)
Executive Vice President, 1998(8) -- -- -- -- -- -- --
Chief Operating Officer 1997(8) -- -- -- -- -- -- --
And Director
W. Edwin Lane, Jr., 1999 $ 98,400 $ 8,715 -- $ 12,468(9) 2,263(10) -- $ 9,422(11)
Executive Vice President 1998 $ 86,114 $ 9,892 -- -- 2,263 -- $ 6,957(11)
And Chief Financial Officer 1997 $ 81,750 $ 9,584 -- -- -- -- --
</TABLE>
- --------
(1) Includes directors' fees.
(2) Contributions to the investment account under the Deferred Compensation
Agreement are disclosed as "All Other Annual Compensation." See footnote
(4), below.
(3) On January 19, 1999, the Board awarded Mr. Hunnicutt 26,400 shares of
restricted Common Stock, adjusted to take into account a 6 for 5 stock
split for all shareholders of record as of December 15, 1999, with a fair
market value equal to $10.39 per share on the date of grant.
(4) For 1997, the Company made contributions for the benefit of Mr. Hunnicutt
to a Simplified Employee Pension Plan in the amount of $24,000, 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 $15,802. For 1998, the Company made matching
contributions for the benefit of Mr. Hunnicutt to the Company's 401(k)
plan in the aggregate amount of $4,000, to the Company's Money Purchase
Pension Plan in the aggregate amount of $8,000, 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 $15,802. For 1999, the Company made matching contributions for
the benefit of Mr. Hunnicutt to the Company's 401(k) plan in the aggregate
amount of $5,600, to the Company's Money Purchase Pension Plan in the
aggregate amount of $8,000, 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 $15,802.
Amount for 1999 also includes dividends paid on shares of restricted
Common Stock during 1999 in the amount of $6,600.
(5) Mr. Thomas commenced employment with the Company as its Executive Vice
President and Chief Operating Officer as of July 20, 1999, pursuant to an
Executive Employment Agreement that provides for an annual base salary of
$180,000. See "--Executive Employment Agreement with Mr. Thomas."
(6) On July 20, 1999, the Board awarded Mr. Thomas 24,576 shares of restricted
Common Stock, adjusted to take into account a 6 for 5 stock split for all
shareholders of record as of December 15, 1999, with a fair market value
equal to $11.67 per share on the date of grant.
(7) For 1999, the Company paid dividends on the shares of restricted Common
Stock held by Mr. Thomas in the amount of $2,048.
(8) Information for fiscal years 1998 and 1997 are not included for Mr.
Thomas, as he was not employed with the Company until July 20, 1999.
8
<PAGE>
(9) On January 19, 1999, the Board awarded Mr. Lane 1,200 shares of
restricted Common Stock, adjusted to take into account a 6 for 5 stock
split for all shareholders of record as of December 15, 1999, with a fair
market value equal to $10.39 per share on the date of grant.
(10) Reflects a 6 for 5 stock split for all shareholders of record as of
December 15, 1999.
(11) For 1998, the Company made contributions for the benefit of Mr. Lane to
the Company's 401(k) plan in the aggregate amount of $2,157 and to the
Company's Money Purchase Pension Plan in the aggregate amount of $4,800.
For 1999, the Company made contributions for the benefit of Mr. Lane to
the Company's 401(k) plan in the aggregate amount of $3,756 and to the
Company's Money Purchase Pension Plan in the aggregate amount of $5,366.
Amount for 1999 also includes dividends paid on shares of restricted
Common Stock held by Mr. Lane in the amount of $300.
Option Grants in Year Ended December 31, 1999.
The following table sets forth information with respect to options granted
under the ABC Bancorp Omnibus Stock Ownership and Long Term Incentive Plan to
the Company's Chief Executive Officer and to any other executive officer whose
total cash compensation exceeded $100,000 for the year ended December 31,
1999.
OPTION GRANTS DURING 1999
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term (2)
-------------------------------------------------------------- -------------------------
Percent of
Number of Total Options Exercise
Securities Underlying Granted to Price Expiration
Options Granted (1) Employees in 1999 (per share) Date 5% 10%
Name --------------------- ----------------- ----------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth J. Hunnicutt.... -- -- -- -- -- --
Mark D. Thomas.......... -- -- -- -- -- --
W. Edwin Lane, Jr....... 2,263 (3) 4.41% $9.90 01/19/09 $36,493 $58,109
</TABLE>
- --------
(1) All options were granted at an exercise price equal to the fair market
value of the Common Stock on the date of grant. Such options may not be
exercised later than 10 years after the date of grant. All shares listed
reflect a 6 for 5 stock split for all shareholders of record as of
December 15, 1999.
(2) These amounts represent certain assumed rates of appreciation as set forth
by the rules of the Securities and Exchange Commission. Actual gains, if
any, on stock option exercises are dependent on the future performance of
the Common Stock and overall market conditions. The amounts reflected in
this table may not necessarily be achieved.
(3) These options vest and become exercisable at the rate of 20% per year
beginning January 19, 2000.
Stock Option Exercises During 1999 and Stock Option Year-End Values.
The following table sets forth information with respect to options exercised
in the last fiscal year by the Company's Chief Executive Officer and any other
executive officer whose total cash compensation exceeded $100,000 for the year
ended December 31, 1999, together with the number and value of unexercised
options and SARs held as of the end of the last fiscal year for each such
person.
Aggregated Option Exercises and Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Under-lying Unexercised In-the-Money
Shares Options/SARs at FY-End (#) Options/SARs at FY-End ($)(1)
Acquired On Value ------------------------------- -----------------------------
Name Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ------------- -------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth J. Hunnicutt.... -- $-- 35,351 42,150 $61,256 $ --
Mark D. Thomas.......... -- $-- -- -- $ -- $ --
W. Edwin Lane, Jr....... -- $-- 452 4,074 $ 328 $1,313
</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.
9
<PAGE>
Deferred Compensation Agreement.
The Company has entered into a Deferred Compensation Agreement with Mr.
Hunnicutt, pursuant to which the Company has agreed to pay Mr. Hunnicutt
deferred compensation in the event of his retirement, disability or death or
the termination of his employment in the amounts and for the periods set forth
below. In the fiscal year ended December 31, 1999, $39,751 was accrued, but
not paid, to Mr. Hunnicutt pursuant to the Deferred Compensation Agreement.
<TABLE>
<CAPTION>
Event Amount Number of Months
----- ------ ----------------
<S> <C> <C>
Normal retirement $3,750/month 180
Early retirement Value of investment account (1) 120
Disability $3,750/month if during normal
retirement 180
Value of investment account if
prior to retirement (1) 120
Death during normal retirement $5,000/month Balance of 180 months
Death during early retirement $5,000/month Balance of 120 months
Death prior to retirement $5,000/month 180
Termination of employment Value of investment account (1)(2) 120
</TABLE>
- --------
(1) The balance of the investment account as of December 15, 2000 will be
$360,000.
(2) Mr. Hunnicutt may elect not to receive the value of the investment account
upon termination of his employment and instead receive normal retirement
benefits of $3,750 per month for 180 months when he reaches normal
retirement age.
Salary Continuation Agreement.
The Company has entered into a Salary Continuation Agreement with Mr.
Hunnicutt. The Salary Continuation Agreement provides, among other things,
that if Mr. Hunnicutt remains in the Company's employ until he reaches age 68,
he will be entitled to receive 15 annual payments of $33,750 each.
Executive Employment Agreement with Mr. Hunnicutt.
The Company entered into an Amended and Restated Executive Employment
Agreement with Mr. Hunnicutt effective as of May 24, 1999, (the "Hunnicutt
Employment Agreement"), pursuant to which Mr. Hunnicutt has agreed to serve as
the President and Chief Executive Officer of the Company for a term of five
years. The term of the Hunnicutt Employment Agreement will not expire prior to
the expiration of 24 months after the occurrence of a Change of Control (as
such term is defined in the Hunnicutt Employment Agreement) of the Company.
The Hunnicutt Employment Agreement provides that Mr. Hunnicutt will receive a
minimum base salary of $250,000, and he 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 Hunnicutt
Employment Agreement also provides certain additional benefits to Mr.
Hunnicutt if he is terminated by the Board for "cause" (as defined in the
Hunnicutt Employment Agreement) or if he terminates his employment for "good
reason" (as defined in the Hunnicutt Employment Agreement).
If Mr. Hunnicutt elects to terminate his employment upon 90 days' notice, or
the Hunnicutt Employment Agreement is terminated because of Mr. Hunnicutt's
"disability" (as defined in the Hunnicutt Employment Agreement), then the
Company is obligated to pay him his annual salary and annual bonus through the
date of termination. In the event of Mr. Hunnicutt's death, the Company is
obligated to purchase, under certain circumstances, all outstanding stock
options previously granted to Mr. Hunnicutt, whether or not such options
10
<PAGE>
are then exercisable, at a cash purchase price equal to the amount by which
the aggregate fair market value of such options exceed their exercise price.
The Hunnicutt Employment Agreement also includes certain restrictive covenants
which limit Mr. Hunnicutt's ability to compete with the Company or to divulge
certain confidential information concerning the Company.
Executive Employment Agreement with Mr. Thomas.
The Company entered into an Executive Employment Agreement with Mr. Thomas
dated as of July 12, 1999 (the "Thomas Employment Agreement"), pursuant to
which Mr. Thomas has agreed to serve as the Executive Vice President and Chief
Operating Officer of the Company for an initial term of two years. The term is
automatically extended for an additional one year term on the anniversary of
the effective date of the Thomas Employment Agreement unless either party
gives written notice to the other party not to so extend the term within 90
days prior to any such anniversary, in which case no further extension will
occur and the term will end two years after the anniversary of the date of the
notice not to extend. Notwithstanding any notice by the Company not to extend,
the term of the Thomas Employment Agreement will not expire prior to the
expiration of 24 months after the occurrence of a Change of Control (as such
term is defined in the Thomas Employment Agreement) of the Company. The Thomas
Employment Agreement provides that Mr. Thomas will receive a minimum base
salary of $180,000, and 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 Executive Vice President and Chief Operating Officer of the Company.
The Thomas Employment Agreement also provides certain additional benefits to
Mr. Thomas if he is terminated by the Board for "cause" (as defined in the
Thomas Employment Agreement) or if he terminates his employment for "good
reason" (as defined in the Thomas Employment Agreement).
If Mr. Thomas elects to terminate his employment upon 90 days' notice, or
the Thomas Employment Agreement is terminated because of Mr. Thomas'
Disability (as defined in the Thomas Employment Agreement), then the Company
is obligated to pay him his annual salary and annual bonus through the date of
termination. In the event of Mr. Thomas' death, the Company is obligated to
pay him his annual salary and annual bonus through the date of death. The
Thomas Employment Agreement also includes certain restrictive covenants which
limit Mr. Thomas' ability to compete with the Company or to divulge certain
confidential information concerning the Company.
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 "Consulting Agreement"), pursuant to which Mr. Vereen has agreed
to provide certain consulting services to the Company following his retirement
or resignation as Chairman of the Board for a period of six years, provided
that the Consulting Agreement automatically terminates upon Mr. Vereen's 80th
birthday. Mr. Vereen retired as Chairman of the Board on April 19, 1995. The
Consulting Agreement provides that Mr. Vereen will provide consulting services
to the Company when requested by the Company's Chief Executive Officer and
that 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
Consulting Agreement. Finally, the Consulting Agreement includes certain
restrictive covenants which limit Mr. Vereen's ability to compete with the
Company or to divulge certain confidential information concerning the Company.
Compensation of Directors.
All directors serving on the Board receive a fee of $500 per month. Board
meetings are held monthly. Members of the Executive Committee (except Mr.
Hunnicutt and Mr. Thomas) receive a fee of $300 per month, and members of the
Audit Committee receive a fee of $200 per meeting. Mr. Wortman receives $200
per meeting for his services on the Executive Loan Committee and is the only
member of the Executive Loan Committee to receive compensation for service
thereon.
11
<PAGE>
Compensation Committee Interlocks and Insider Participation.
During 1999, Mr. Hunnicutt served as the Company's President and Chief
Executive Officer and also served on the Compensation Committee. No other
member of the Compensation Committee is or was an officer or employee of the
Company or any of its subsidiaries.
The Company and the 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 members have an interest. The Board 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 that
were prevailing at the time such loans were made with respect to comparable
transactions with unrelated parties. Such transactions do not involve more
than the normal risk of collectibility or present other unfavorable features.
12
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD
The Company's executive compensation programs are administered by the
Compensation Committee. During 1999, the Compensation Committee was composed
of Messrs. Vereen, Hunnicutt, Weltzbarker and Jeter.
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 their
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. 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 Compensation Committee took into account the
Hunnicutt Employment Agreement, which establishes Mr. Hunnicutt's base
compensation from year to year. The Company may consider and declare from time
to time increases in 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 Compensation
Committee considered the effects of inflation, adjustments to the salaries of
other senior management personnel, Mr. Hunnicutt's past performance and the
contribution which he made to the business and profits of the Company during
fiscal year 1999. The Company's performance in 1999 reflected net income of
$9.0 million, or $1.03 per share of the Common Stock, an increase of 30% over
net income for 1998 of $6.9 million. The Company's total assets increased from
$725 million at December 31, 1998 to $789 million at December 31, 1999, an
increase of 8.8%. The Company experienced an increase in total loans of 11%
from $477 million in 1998 to $530 million in 1999 and an increase in total
deposits of 1.3% from $633 million in 1998 to $641 million in 1999. The
Company also maintained a net interest margin of 5.39% for 1999, which the
Company believes is high by industry standards. Based on the Company's overall
operating performance, the Compensation Committee increased Mr. Hunnicutt's
base salary by $18,400 for the fiscal year ended December 31, 1999. Mr.
Hunnicutt did not participate in the deliberations of the Compensation
Committee concerning his compensation.
Submitted by the Compensation Committee
Eugene M. Vereen, Jr.
Kenneth J. Hunnicutt
Doyle Weltzbarker
Daniel B. Jeter
13
<PAGE>
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 (U.S. Companies) and the index of Nasdaq Bank Stocks for
the period commencing May 19, 1994 through December 31, 1999. In May 1994, the
Company sold 747,500 shares of Common Stock pursuant to a registered public
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 December 31, 1992, December 31,
1993, December 30, 1994, December 29, 1995, December 31, 1996, December 31,
1997, December 31, 1998 and December 31, 1999 assuming an investment of $100
on May 19, 1994 and reinvestment of dividends and other distributions to
shareholders.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
12/1994 12/1995 12/1996 12/1997 12/1998 12/1999
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
ABC Bancorp $100.0 $162.9 $197.5 $295.5 $194.1 $202.6
Nasdaq Stock Market
(US & Foreign) $100.0 $140.4 $171.8 $209.8 $290.2 $531.7
Nasdaq Bank Stocks $100.0 $149.0 $196.7 $329.4 $327.1 $314.4
SIC 6020-6029,
6710-6719 US & Foreign
</TABLE>
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 12/30/1994.
14
<PAGE>
PROPOSAL II: RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Company has appointed Mauldin & Jenkins, Certified Public Accountants
and Consultants, LLC ("Mauldin & Jenkins"), as its independent accountants for
the fiscal year ended December 31, 1999. Mauldin & Jenkins has served as the
Company's independent accountants since 1985. Services provided to the Company
and its subsidiaries by Mauldin & Jenkins in the fiscal year ended December
31, 1998 included the examination of the Company's consolidated financial
statements, limited review of quarterly reports, services related to filings
with the Securities and Exchange Commission (the "SEC") and consultation with
respect to various tax matters.
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.
Ratification of the appointment of Mauldin & Jenkins as the Company's
independent accountants for the fiscal year ended December 31, 1999 requires
the affirmative vote of a majority of votes cast by the outstanding shares of
Common Stock present or represented at the Annual Meeting and entitled to
vote. Unless otherwise specified, the proxy holders designated in the proxy
will vote the shares covered thereby at the Annual Meeting "FOR" ratification
of the appointment of Mauldin & Jenkins. In the event that the shareholders do
not ratify the appointment of Mauldin & Jenkins, the appointment will be
reconsidered by the Audit Committee and the Board.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF PROPOSAL II.
CERTAIN TRANSACTIONS
The Company and the Banks have engaged in, and in the future expect to
engage in, 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, 1999, certain
executive officers and directors, and companies in which, as of such date,
such executive officers and directors had a 10% or more beneficial interest,
were indebted to the Banks in the aggregate amount of approximately
$8,175,920. The Board 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. On November 1, 1996, the Company renewed the lease
increasing the rent payments from $2,500 to $3,334 per month. After
renovations and an addition to such building, this lease was extended and rent
payments were increased beginning October 1, 1998 to $5,666.67 per month. Rent
payments under the extended lease, which expires on November 1, 2003, totaled
$68,000 for 1999.
Since February 1996, the Company has leased a building from Mr. Hunnicutt
and an unrelated third party that is used for storage and office space for the
Company's Facilities Manager in Moultrie, Georgia. The lease for this space is
on a month-to-month basis, with annual rent payments of $7,200, payable in
monthly installments of $600 each.
SECTION 16 REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who own more than ten
percent of the Common Stock to file with the SEC initial reports of ownership
and reports of changes in ownership of the Common Stock. They are also
required to furnish the Company with copies of all Section 16(a) forms they
file with the SEC.
15
<PAGE>
To the Company's knowledge, based solely on its review of the copies of such
reports furnished to it and written representations that no other reports were
required, during the fiscal year ended December 31, 1999, all of the Company's
officers, directors and greater than ten percent shareholders complied with all
applicable Section 16(a) filing requirements.
OTHER MATTERS
The Board does not contemplate bringing before the Annual Meeting any matter
other than those specified in the accompanying 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 2001 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 November 17, 2000. Any such proposal
must comply in all respects with the rules and regulations of the SEC.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report is enclosed with this Proxy Statement.
The Annual Report is not a part of the proxy soliciting material enclosed
herewith. The Company's Annual Report to the SEC on Form 10-K for the fiscal
year ended December 31, 1999 will be filed with the SEC prior to the Annual
Meeting. Upon receipt of a written request, the Company will, without charge,
furnish any owner of its Common Stock a copy of its Annual Report to the SEC on
Form 10-K for the fiscal year ended December 31, 1999, including financial
statements and the footnotes 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 first page of this Proxy Statement.
By Order of the Board of Directors
/s/ Doyle Weltzbarker
Doyle Weltzbarker, Chairman
Moultrie, Georgia
March 21, 2000
16
<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 DOYLE WELTZBARKER 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 (the
"Annual Meeting") to be held on Tuesday, May 9, 2000, at Sunset Country Club,
Thomasville Highway, Moultrie, Georgia, at 4:15 p.m., local time, and at any
adjournment or postpone thereof, and hereby authorizes them to vote as
designated below at the Annual Meeting all the shares of Common Stock of ABC
Bancorp held of record by the undersigned as of March 10, 2000. The
undersigned hereby acknowledges receipt of the Annual Report of the Company
for the fiscal year ended December 31, 1999 and the Notice of Annual Meeting
and Proxy Statement of the Company for the Annual Meeting.
I. Election of the following nominees to the Board of Directors in Class I
for three-year terms of office:
For all nominees Withhold authority
listed below (except to vote for all
as marked to the nominees listed
contrary below) [_] below [_]
Class II
--------
Eugene M. Vereen, Jr. Kenneth J. Hunnicutt Doyle Weltzbarker
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 PROXY IS EXECUTED BY THE UNDERSIGNED IN SUCH MANNER AS NOT TO WITHHOLD
AUTHORITY TO VOTE FOR THE ELECTION OF ANY NOMINEE, THIS PROXY SHALL BE DEEMED
TO GRANT SUCH AUTHORITY.
II. To ratify the appointment of Mauldin & Jenkins, Certified Public
Accountants and Consultants, LLC, as the Company's independent
accountants for the fiscal year ended December 31, 1999
[_] 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 NOMINEE AND IN THE DISCRETION OF THE
PROXY HOLDERS AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL
MEETING.
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: ____________________, 2000
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.
i
