FIRST PULASKI NATIONAL CORPORATION
PULASKI, TENNESSEE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE HOLDERS OF COMMON STOCK:
Notice is hereby given that pursuant to call of its
Directors, the regular annual meeting of the shareholders
of First Pulaski National Corporation of Pulaski,
Tennessee, will be held in the Cox and Curry Center of
the First National Bank at 206 South First Street,
Pulaski, Tennessee on Thursday, April 20, 1995, at 1:00
P.M. CDT for the purpose of considering and voting on the
following matters:
(1) The election as Directors of the twenty-six
(26) persons named in the Proxy Statement dated
March 31, 1995, and accompanying the notice of said
meeting.
(2) Ratification of the selection of the
Certified Public Accounting Firm of Putman and
Hancock, Certified Public Accountants, for
professional services for the current year,
and
(3) Whatever other business that properly may be
brought before the meeting or any adjournment or
adjournments thereof.
Only those shareholders of record at the close of
business on March 31, 1995, shall be entitled to Notice
of Meeting and to vote at the annual meeting or any
adjournment thereof.
By order of the Board of Directors
/s/ Parmenas Cox /s/ William R. Horne
Parmenas Cox William R. Horne
Senior Chairman of President
the Board
/s/Robert M. Curry
Robert M. Curry
Chairman of the Board
and Chief Executive Officer
<PAGE>
FIRST PULASKI NATIONAL CORPORATION
PROXY STATEMENT
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of the First
Pulaski National Corporation (the "Corporation") to be voted at the
annual meeting of the Shareholders of the Corporation or any
adjournment or adjournments thereof, to be held on April 20, 1995,
at the time and place and for the purposes set forth in the
accompanying notice. A proxy may be revoked by the shareholder at
any time prior to its use by filing with the Secretary of the
Corporation a written revocation or duly executed proxy bearing a
later date. This proxy statement and the accompanying form of
proxy have been mailed on or about March 31, 1995, to holders of
the Corporation's common stock.
The Corporation's principal executive office is located in the
First National Bank Building at 206 South First Street, Pulaski,
Tennessee, 38478.
Proxies may be solicited by mail. All costs will be borne by
the Corporation. The Corporation does not anticipate paying any
compensation to any party other than its regular employees (and
then only regular salaries plus expenses) for the solicitation of
proxies.
The shares represented by such proxies will be voted in
accordance with the choices specified therein. If no choice has
been specified, the shares will be voted for the election of the
nominees named herein as directors; and for the ratification of the
selection of Putman and Hancock, Certified Public Accountants of
Fayetteville, Tennessee, as the Corporation's independent auditor
for the current year. The Board of Directors of the Corporation
does not know of any other matters which will be presented for
action at the meeting, but the persons named in the proxy (who are
directors of the Corporation) intend to vote or act with respect to
any other proposal which may be presented for action, according to
their best judgment unless the proxy provides otherwise for the
withholding of discretionary authority.
As of March 31, 1995, the Corporation had outstanding 304,983
shares of its $1 par value common stock. Holders of the common
stock are entitled to one vote for each share of common stock held
on all matters to come before the meeting. Only shareholders of
record at the close of business on March 31, 1995 are entitled to
vote at the meeting or any adjournment thereof.
The affirmative vote of a plurality of the votes cast is
required for the election of the nominees as directors. The
affirmative vote of a majority of the shares represented at the
meeting is required for ratifying the selection of the independent
auditors.
<PAGE>
"Abstentions" and "Non Votes" are counted as "present" in
determining whether a quorum is present. A non vote occurs when a
nominee holding shares for a beneficial owner votes on one proposal
but does not vote on another proposal because the nominee does not
have discretionary voting power and has not received instructions
from the beneficial owner.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning (i)
persons who are the beneficial owners of more than 5% of the
Corporation's common stock (its only class of voting securities)
and (ii) the ownership of the Corporation's common stock
beneficially owned by all directors and officers of the Corporation
as a group (56 persons). Information concerning beneficial
ownership of the Corporation's directors and nominees and executive
officers of the Corporation is set forth in the table under the
section of this Proxy Statement entitled "Election of Directors"
(the "Directors' Table"). The information shown below and in the
Directors' Table is as of March 31, 1995, and is based on the
Corporation's stock records or the ownership data filed with the
Securities and Exchange Commission.
<TABLE>
<CAPTION>
_______________________________________________________________________
TITLE OF NAME OF AMOUNT AND NATURE PERCENT
CLASS BENEFICIAL OF BENEFICIAL OF CLASS
OWNER OWNER
_______________________________________________________________________
<S> <C> <C> <C>
Common stock First National Bank 19,842(1) 6.51
of Pulaski, Tennessee
Profit Sharing Plan
All Directors and
Officers (56 persons) 95,009 31.16
(1) The First National Bank of Pulaski, Tennessee Profit Sharing
Plan owns 19,842 shares of common stock. First Farmers and
Merchants National Bank of Columbia, Tennessee acts as the Trustee
for the Profit Sharing Plan and in such capacity has the authority
to vote these shares of common stock.
</TABLE>
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The By-Laws of the Corporation currently state that the Board
of Directors shall consist of not less than five (5) nor more than
thirty-five (35) members.
The persons herein named will be elected to hold office until
the next annual meeting of shareholders and until their successors
have been elected and qualified. Unless otherwise directed, it is
the intention of the persons named in the proxy to vote the shares
covered thereby for the nominees designated by the Board of
Directors as listed below.
The following table sets forth certain information concerning
each person nominated for election as a director. Management of
the Corporation believes that each of the individuals named below
intends to vote their shares of common stock in favor of election
of the nominees for director; and ratification of the selection of
Putman and Hancock, Certified Public Accountants as the
Corporation's auditors.
<TABLE>
<CAPTION>
____________________________________________________________________________
NOMINEES AGE SERVED SHARES OF % OF PRINCIPAL
AS COMMON STOCK CLASS OCCUPATION
DIRECTOR BENEFICIALLY OWNED OR EMPLOYMENT
SINCE OWNED AS FOR LAST (5)
OF 3/31/95 YEARS
____________________________________________________________________________
<S> <C> <C> <C> <C> <C>
David E. 41 4/22/93 590(1) 0.19 President of
Bagley Bagley & Bagley
Ins., Inc.
Johnny 59 10/19/81 3,826(2)* 1.25 Owner of Davis
Bevill & Eslick Market
James K. 52 4/07/83 2,022(3)* 0.66 Owner LairdLand
Blackburn, IV Farm - Real
Estate Broker
Wade 31 Never 132(4) 0.04 Owner - Wash Master
Boggs Served Car Wash and Boggs'
Properties
James H. 48 4/05/84 872(5) 0.29 Real Estate
Butler Agent - Butler
Realty
Thomas L. 63 10/19/81 4,413(6)* 1.45 President
Cardin Cardin
Distributing Co.
Joyce F. 63 4/01/82 1,050(7) 0.34 Retired -
Chaffin Vice-President
First National Bank
Parmenas 83 10/19/81 3,159 * 1.04 Senior Chairman
Cox of the Board of
First National Bank
<PAGE>
Robert M. 45 10/19/81 7,982(8)* 2.62 Chairman of the
Curry Board & CEO of
First National Bank
Gregory G. 45 4/22/93 716(9) 0.23 Dentist
Dugger
Joe 71 10/19/81 1,928(10) 0.63 Farmer - Dunavant &
Dunavant Dunavant
Charles D. 40 4/22/93 2,770(11) 0.91 Physician
Haney
W. Gary 44 4/02/87 4,605(12)* 1.51 Vice-President
Harrison First National Bank
R. M. 91 10/19/81 3,036(13)* 1.00 Vice-President
Harwell Morris Harwell &
Son, Inc.
Morris Ed 64 4/07/83 2,168(14)* 0.71 President
Harwell Morris Harwell
& Son, Inc.
James Rand 58 4/07/83 2,250(15) 0.74 Owner of
Hayes Hayes Properties
William R. 47 10/19/81 6,066(16)* 1.99 President of
Horne First National Bank
Glen Lamar 48 10/19/81 5,584(17)* 1.83 Senior Vice-President
& Cashier
First National Bank
D. Clayton 70 10/19/81 10,200(18)* 3.34 Retired, Attorney at Law
Lee
Kenneth R. 65 10/19/81 2,318(19) 0.76 Retired, Superintendent
Lowry of Genesco
Pulaski, TN
Beatrice 10/19/81 3,136(20)* 1.03 Real Estate
McElroy Investments
William A. 62 4/04/91 100(21) 0.03 Owner, McNairy's
McNairy Flowerama & Gifts
Farmer
W. Harwell 60 10/19/81 7,400(22)* 2.43 Physician
Murrey
Stephen F. 49 10/19/81 4,546(23)* 1.49 Attorney, Partner
Speer in Law Firm of Henry,
Henry, Stack,Garner
& Speer, P.C. and County
Attorney for Giles County
W. E. 73 10/19/81 2,080(24) 0.68 Farmer
Walters
Bill Yancey 50 4/04/91 550(25)* 0.18 Farmer
<PAGE>
(1) Includes 100 shares held jointly with wife, 40 shares held as trustee for
two children, and 450 shares held by Bagley & Bagley Pension Plan.
(2) Includes 1,913 shares held by wife.
(3) Includes 346 shares held by wife and 326 shares held by two children.
(4) Includes 48 shares held with wife and 84 shares held with father.
(5) Includes 782 shares held jointly with wife and 90 shares held jointly
with three children.
(6) Includes 2,173 shares held as administrator for Cardin Distributing
Company Profit Sharing Plan, 500 shares held by James Clarence Cardin
Testamentary Trust, and 469 shares held by wife.
(7) Includes 52 shares held jointly with husband.
(8) Includes 1,556 shares held jointly with wife, 1,236 shares held jointly
with two brothers as equal partners, and 126 shares held jointly with
wife as Trustee for four children.
(9) Includes 20 shares held jointly with wife as Trustee for child and 333
shares held by FAMCO, a profit sharing plan for the employees of his
dentistry practice.
(10) Includes 214 shares held jointly with wife.
(11) Includes 648 shares held jointly with wife, 60 shares held jointly with
wife as Trustee for three children, and 2,062 shares held in trust for
employees of Physicians and Surgeons, Inc.
(12) Includes 18 shares held by wife as Trustee for child, and 4,587 shares
held jointly with wife.
(13) Includes 130 shares held by wife and does not include shares held by his
son, Morris Ed Harwell.
(14) Includes 20 shares held by wife and does not include shares held by his
father, R. M. Harwell.
(15) Includes 2,020 shares held jointly with wife.
(16) Includes 1,052 shares held jointly with wife.
(17) Includes 4,538 shares held jointly with wife and 188 shares held as
custodian for two children.
(18) Includes 5,618 shares held by wife.
(19) Includes 690 shares held jointly with wife.
(20) Includes 103 shares held by husband, 210 shares held jointly with husband,
232 shares held jointly with two children and 528 shares held as Trustee
for two children.
(21) Held jointly with wife.
(22) Includes 64 shares held by two children, 2,062 shares held in trust for
employees of Physicians & Surgeons, Inc., and 3,500 shares held by wife.
(23) Includes 72 shares held by Henry, Henry, Stack, Garner & Speer, P.C.
Retirement Plan.
<PAGE>
(24) Includes 218 shares held by wife and 248 shares held jointly with wife.
(25) Held jointly with wife.
* Serves on the Board of Directors of First National Bank of Pulaski,
Tennessee.
</TABLE>
The By-Laws of the Corporation restrict nomination of persons
to serve as directors as follows:
Unless directed otherwise by the shareholders, the enclosed
proxy will be voted for the election of the nominees for Directors
listed. The Management of the Corporation has no reason to believe
at this time that the persons so nominated will be unable or will
decline to serve if elected. As set forth in the By-Laws of the
Corporation, the President is authorized to vote shares held by the
Corporation in other corporations and in said capacity the
President of the Corporation will elect the Board of Directors of
First National Bank, its wholly owned subsidiary.
DESCRIPTION OF THE BOARD & COMMITTEES
The Corporation does not have a standing audit, nominating or
compensation committee. Decisions regarding audit, nomination of
executive officers and directors and the compensation of executive
officers is made by the Board of Directors as a whole. The Board
of Directors of the Corporation holds regular meetings every
quarter and special meetings as called. During the fiscal year
ended December 31, 1994 the Board of Directors held four (4)
regular meetings, one meeting held after the annual stockholders
meeting and three (3) special meetings. The Board of Directors has
three (3) standing committees, (1) one which administers the First
Pulaski National Corporation 1987 Stock Option Plan, (2) one which
administers First Pulaski National Corporation 1994 Employee Stock
Purchase Plan, and (3) a committee to administer the First Pulaski
National Corporation 1994 Stock Option Plan for outside directors.
No incumbent director attended fewer than 75% of the total number
of meetings of the Board of Directors held during 1994 with the
exception of Edwin Booth who attended three (3) out of five (5)
meetings during 1994 prior to his death; R. M. Harwell who attended
two (2) out of eight (8) meetings during 1994 and Thomas L. Cardin
who attended five (5) out of eight (8) meetings during 1994. All
of the Directors who serve on the Board of Directors of the
Corporation's subsidiary, First National Bank, also serve on the
Corporation's Board of Directors.
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or
accrued by the Corporation during the fiscal years 1994, 1993 and
1992 for (i) the Chief Executive Officer of the Corporation and
(ii) the President of the Corporation (collectively, the "Named
Executive Officers"):
<TABLE>
<CAPTION>
NAME AND FISCAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION1
____________________________________________________________________________
<S> <C> <C> <C> <C>
Robert M. Curry 1994 $102,708 $3,989 $17,186
Chief Executive 1993 $ 96,712 $1,871 $15,801
Officer of the 1992 $ 90,620 $1,743 $14,824
Corporation
William R. Horne 1994 $102,708 $3,996 $17,338
President of the 1993 $ 96,712 $1,879 $16,164
Corporation 1992 $ 90,604 $1,751 $15,135
__________________________
1 Represents Corporation contributions to a defined contribution plan in the
amount of $15,682, $14,463 and $13,437 for Mr. Curry in fiscal 1994, 1993 and
1992, respectively, and $15,753, $14,563 and $13,522 for Mr. Horne in fiscal
1994, 1993 and 1992, respectively, and premiums paid by the Corporation with
respect to life insurance policies on the life of the Named Executive Officers
payable to beneficiaries designated by the Named Executive Officers of $1,406,
$1,266 and $1,261 in fiscal 1994, 1993 and 1992, respectively, for Mr. Curry and
$1,570, $1,529 and $1,487 in fiscal 1994, 1993 and 1992, respectively, for Mr.
Horne, and interest paid by the Bank (for which the named Executive Officers
serve as Executive Officers) on loans to the named Executive Officers arranged
by the Bank, the proceeds of which were used to purchase Common Stock of the
Corporation, in the amount of $98, $72 and $126 in fiscal 1994, 1993 and 1992,
respectively for Mr. Curry and $15, $72 and $126 in fiscal 1994, 1993 and 1992
respectively for Mr. Horne.
</TABLE>
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table provides information as to options
exercised or held by Mr. Curry during fiscal 1994. Mr. Horne has
no outstanding options. The Corporation has never granted stock
appreciation rights to any Named Executive Officer or to any other
employee.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS OPTIONS
ACQUIRED AT FY-END AT FY-END
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
(#) ($) (#) ($)
________________________________________________________________________________
<S> <C> <C> <C> <C>
Robert M. Curry 2000 156,000 0/0 0/0
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the Corporation's officers and directors are at
present, as in the past, customers of the Bank, and some of the
Corporation's officers and directors are directors and officers of
corporations or members of partnerships that are customers of the
Bank. As such customers, they had transactions in the ordinary
course of business in 1994 with the Bank, including borrowings, all
of which were on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more
than normal risk of collectability or present any other unfavorable
features.
Director Stephen F. Speer and other members of the law firm of
Henry, Henry, Stack, Garner & Speer, P.C. rendered legal services
to the Corporation and its subsidiaries during the year 1994 and
received aggregate compensation of less than $60,000.00.
DIRECTOR COMPENSATION
The Directors of the Corporation are compensated at the rate
of $300.00, for each Directors meeting attended. The Directors of
the Corporation who serve on the Board of Directors of the First
National Bank of Pulaski, Tennessee also serve on the Executive and
Loan Committee for the Bank and are compensated at the rate of
$225.00 per Directors meeting and Executive and Loan Committee
meeting. Additionally, Directors who serve on the Audit Committee
receive $100.00 per meeting. All other Directors who serve on
other committees receive $50.00 per meeting. Inside Directors
(Bank employees) only receive Director fees for regular Board of
Director meetings and Executive and Loan Committee meetings.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF AUDITORS
The Corporation has appointed, subject to the ratification of
the shareholders, the firm of Putman and Hancock, Certified Public
Accountants, of Fayetteville, Tennessee, as the independent audit
firm of the Corporation for the year ending December 31, 1995.
Effective January 1, 1992, the firm of James M. Putman, CPA became
Putman and Hancock, CPAs. James M. Putman, or his prior
associates, have been the Corporation's auditor since 1981 and the
Board of Directors considers the firm of Putman and Hancock to be
well qualified. A representative of Putman and Hancock is expected
to attend the shareholder's meeting with the opportunity to make a
statement and/or respond to appropriate questions from
shareholders.
<PAGE>
Putman and Hancock in 1994 provided the following audit
services: examination of financial statements of the Corporation,
its subsidiaries and related entities, including those in the
Annual Report to Shareholders and in reports filed with the
Securities and Exchange Commission and others and limited reviews
of the Corporation's interim financial statements.
The management of the Corporation recommends a vote FOR
ratification of the selection of Putman and Hancock, Certified
Public Accountants, as independent audit firm. Proxies solicited
by management will be so voted unless shareholders specify a
contrary choice in their proxies.
SHAREHOLDERS' PROPOSALS
In order for any proposals by shareholders to be included in
the 1995 proxy materials and to be considered at the 1996 annual
meeting, all such proposals intended for presentation at the 1996
annual meeting must be mailed to Glen Lamar, Corporate Secretary,
First Pulaski National Corporation, 206 South First Street,
Pulaski, Tennessee 38478, and must be received no later than
November 22, 1995.
ANNUAL REPORT AND FORM 10-K S.B.
The annual report of the Corporation to its shareholders for
the calendar year 1994 will be provided to shareholders prior to
the annual meeting.
Copies of the Corporation's Annual Report to the Securities
and Exchange Commission (Form 10-K S.B.) will be mailed to
Shareholders without charge, upon written request made to: Glen
Lamar, First Pulaski National Corporation, 206 South First Street,
Pulaski, Tennessee, 38478.
By the order of the Board of Directors
This the 31st day of March, 1995.
/s/ Parmenas Cox /s/ Robert M. Curry
____________________________ _________________________________
Parmenas Cox Robert M. Curry
Senior Chairman of Chairman of the Board & CEO
the Board
/s/William R. Horne
____________________________
William R. Horne
President
<PAGE>
FIRST PULASKI NATIONAL CORPORATION
PULASKI, TENNESSEE
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON APRIL 20, 1995
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION
PLEASE SIGN AND RETURN
Know all men by these presents that I, the undersigned shareholder of
the First Pulaski National Corporation, do hereby nominate, constitute and
appoint Stephen F. Speer and D. Clayton Lee, or any one of them (with full
power to act alone), my true and lawful attorney(s) with full power of
substitution for me and in my name, place and stead to vote all the Common
Stock of said Corporation standing in my name on its books on March 31, 1995,
at the annual meeting of its shareholders to be held at the First National
Bank Building, 206 South First Street, Pulaski, Tennessee 38478, on Thursday,
April 20, 1995, at 1:00 P.M., CDT or any adjournment or adjournments thereof,
with all power the undersigned would possess if personally present as
follows:
(1) Election as Directors of the twenty-six (26) persons listed below:
FOR [ ] AGAINST [ ]
all nominees listed except as marked all nominees listed below
to the contrary below. No mark
through will be indicated as a
vote for the named individual.
David E. Bagley Gregory G. Dugger D. Clayton Lee
Johnny Bevill Joe Dunavant Kenneth R. Lowry
James K. Blackburn, IV Charles D. Haney Beatrice J. McElroy
Wade Boggs W. Gary Harrison William A. McNairy
James H. Butler R. M. Harwell W. Harwell Murrey
Thomas L. Cardin Morris Ed Harwell Stephen F. Speer
Joyce F. Chaffin James Rand Hayes W. E. Walters
Parmenas Cox William R. Horne Bill Yancey
Robert M. Curry Glen Lamar
IF YOU DESIRE TO VOTE AGAINST ANY ONE OR ALL OF THE INDIVIDUALS LISTED
ABOVE, SIMPLY STRIKE THROUGH HIS OR HER NAME.
(2) Ratification of the selection of Putman and Hancock, Certified
Public Accountants, for professional services for the current year:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
(3) Whatever other business may be brought before the meeting or any
adjournment or adjournments thereof. Management at present knows of no other
business to be presented at the meeting.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" EACH PROPOSITION LISTED ABOVE
UNLESS "AGAINST" OR "ABSTAIN" IS INDICATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATION OF MANAGEMENT UNLESS OTHERWISE INDICATED BELOW.
TO WITHHOLD DISCRETIONARY AUTHORITY TO VOTE ON OTHER MATTERS AT ANNUAL
MEETING. CHECK BLOCK. [ ]
The management recommends a vote of "FOR" each of the listed
propositions. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
IN WITNESS WHEREOF, I have hereunto set my hand this the _____ day of
________________________, 1995.
Number of shares:________
_____________________________________________
_____________________________________________
Signature of Shareholder(s), including
title when signing as attorney, executor
administrator, trustee, guardian or corporate
officer. All co-owners must sign.
<PAGE>
</TABLE>
