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 18, 1996, 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 29, 1996, and accompanying the
notice of said meeting.
(2) To approve a Charter Amendment which
increases the authorized shares of common
stock of the Corporation from 1,800,000 shares
to 10,000,000 shares.
(3) 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
(4) 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 15, 1996, 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 18, 1996, 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 29, 1996, to holders of
the Corporation's common stock as of March 15, 1996.
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; for the approval of a Charter Amendment which increases the
authorized shares of common stock of the Corporation from 1,800,000
shares to 10,000,000 shares; 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 properly
presented for action, according to their best judgment unless the proxy
provides otherwise for the withholding of discretionary authority.
As of March 15, 1996, the Corporation had outstanding 302,818 shares
of its $1 par value common stock, held by 1,106 shareholders of record.
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 15, 1996 are
entitled to vote at the meeting or any adjournment thereof.
The affirmative vote of a plurality of the votes cast is required
<PAGE>
for the election of the nominees as directors. The affirmative vote of
a majority of the shares represented at the meeting is required for (i)
approving a Charter Amendment which increases the authorized shares of
common stock of the Corporation from 1,800,000 shares to 10,000,000
shares; and (ii) ratifying the selection of the independent auditors.
"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 beneficial
ownership of the Corporation's common stock by all directors and
Executive Officers of the Corporation as a group (26 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 15, 1996, 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) 6.55
of Pulaski, Tennessee
Profit Sharing Plan
All Directors and
Executive Officers
(26 persons) 82,411 27.21
(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>
<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; approval of the Charter Amendment increasing the authorized
shares of common stock of the Corporation from 1,800,000 shares to
10,000,000 shares; and ratification of the selection of Putman and
Hancock, Certified Public Accountants as the Corporation's auditors.
Except as otherwise indicated, management of the Corporation believes
that each such person holds sole voting and investment power with respect
to the number of shares of common stock indicated.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
NOMINEES AGE SERVED SHARES OF % OF PRINCIPAL
AS COMMON STOCK CLASS OCCUPATION
DIRECTOR BENEFICIALLY OWNED OR EMPLOYMENT
SINCE OWNED AS FOR LAST FIVE
OF 3/15/96 (5) YEARS
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David E. 42 4/22/93 690(1) 0.23 President,
Bagley Bagley & Bagley
Ins., Inc.
Johnny 60 10/19/81 3,926(2)* 1.30 Owner, Davis
Bevill & Eslick Market
James K. 53 4/07/83 1,696(3)* 0.56 Owner, LairdLand
Blackburn, IV Farm and Real
Estate Broker
Wade Boggs 32 4/20/95 182(4) 0.06 Owner, Wash Master
Car Wash and Boggs'
Properties
James H. 49 4/05/84 892(5) 0.29 Real Estate
Butler Agent, Butler
Realty
Thomas L. 64 10/19/81 4,513(6)* 1.49 President,
Cardin Cardin
Distributing Co.
<PAGE>
Joyce F. 64 4/01/82 1,050(7) 0.35 Retired
Chaffin Vice-President,
First National Bank
Parmenas 84 10/19/81 3,209 * 1.06 Senior Chairman
Cox of the Board,
First National Bank
Robert M. 46 10/19/81 8,032(8)* 2.65 Chairman of the
Curry Board & CEO,
First National Bank
Gregory G. 46 4/22/93 816(9) 0.27 Dentist
Dugger
Joe 72 10/19/81 1,928(10) 0.64 Farmer, Dunavant &
Dunavant Dunavant
Charles D. 41 4/22/93 2,870(11) 0.95 Physician
Haney
W. Gary 45 4/02/87 4,605(12)* 1.52 Vice-President,
Harrison First National Bank
R. M. 92 10/19/81 3,036(13) 1.00 Vice-President,
Harwell Harwell Enterprises,
Inc.
Morris Ed 65 4/07/83 2,368(14)* 0.78 President, Harwell
Harwell Enterprises, Inc.
James Rand 59 4/07/83 2,170(15) 0.72 Owner,
Hayes Hayes Properties
William R. 48 10/19/81 6,116(16)* 2.02 President,
Horne First National Bank
Glen Lamar 49 10/19/81 5,634(17)* 1.86 Senior Vice-President
& Cashier,
First National Bank
D. Clayton 71 10/19/81 10,300(18) 3.40 Retired, Attorney at Law
Lee
Kenneth R. 66 10/19/81 2,318(19) 0.77 Retired, Superintendent
Lowry of Genesco
Pulaski, TN
Beatrice 10/19/81 3,241(20) 1.07 Real Estate
McElroy Investments
William A. 63 4/04/91 100(21) 0.03 Owner, McNairy's
McNairy Flowerama & Gifts
Farmer
W. Harwell 61 10/19/81 7,305(22)* 2.41 Physician
Murrey
<PAGE>
Stephen F. 50 10/19/81 4,646(23)* 1.53 Attorney, Partner
Speer in Law Firm of Henry,
Henry, Stack,Garner
& Speer, P.C. and County
Attorney for Giles
County
W. E. 74 10/19/81 2,180(24) 0.72 Farmer
Walters
Bill Yancey 51 4/04/91 650(25)* 0.21 Farmer
(1) Includes 100 shares held jointly with wife, 40 shares held as trustee for
two children, and 550 shares held by Prudential Securities, Inc. for
benefit of David Bagley.
(2) Includes 1,963 shares held by wife.
(3) Includes 346 shares held by wife.
(4) Includes 98 shares held with wife and 84 shares held with father.
(5) Includes 802 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 525 shares held by 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 748 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 4,588 shares held jointly with wife and 188 shares held as
custodian for two children.
(18) Includes 5,618 shares held by wife.
<PAGE>
(19) Includes 690 shares held jointly with wife.
(20) Includes 108 shares held by husband, 210 shares held jointly with husband,
332 shares held jointly with two children and 528 shares held as Trustee
for two children.
(21) Held jointly with wife.
(22) Includes 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.
(24) Includes 218 shares held by wife and 348 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:
Any stockholder who intends to nominate or cause to be nominated any
candidate for election to the Board of Directors, other than those made
by or at the direction of the Board of Directors, shall make such
intention known by timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal executive offices of the
Corporation within the time periods set forth in Rule 14a-8(a)(3) enacted
pursuant to the Securities Exchange Act of 1934, as amended. Such
stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a
Director, (i) the name, age, business and residence address of such
person, (ii) the principal occupation or employment of such person, (iii)
the class and number of shares of the Corporation which are beneficially
owned by such person and (iv) any other information relating to such
person that is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended
(including without limitation such persons' written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected); and (b) as to the stockholder giving the notice (i) the name
and address, as they appear on the Corporation's books, of such
stockholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such stockholder. Any nominations for
directors not in accordance with this requirement may be disregarded by
the Chairman of the meeting, and upon instruction by the Chairman, votes
cast for each such nominee shall be disregarded.
Unless directed otherwise by the shareholders, the enclosed proxy
will be voted for the election of the nominees for Directors listed.
Management of the Corporation has no reason to believe at this time that
<PAGE>
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, the Corporation's
wholly owned subsidiary.
DESCRIPTION OF THE BOARD & COMMITTEES
The Corporation does not have a standing audit, nominating or
compensation committee. Because the Corporation is a one-bank holding
company, decisions regarding audit, nomination of executive officers and
the compensation of executive officers are made by the Audit or
Compensation and Nominations Committees of the Board of Directors of
First National Bank of Pulaski, as appropriate, subject to the approval
of the Board of Directors of the Bank and of the Board of Directors of
the Corporation 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, 1995 the Board of Directors
held four (4) regular meetings, one meeting held after the annual
shareholders meeting and two (2) 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 1995 with the exception of
R. M. Harwell, who was unable to attend any meetings during the year.
All of the Directors who serve on the Board of Directors of the
Corporation's subsidiary, First National Bank of Pulaski, also serve on
the Corporation's Board of Directors.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by
the Corporation during the fiscal years 1995, 1994 and 1993 for (i) the
Chief Executive Officer of the Corporation and (ii) the President of the
Corporation (collectively, the "Named Executive Officers"):
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
NAME AND FISCAL ANNUAL COMPENSATION ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION1
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert M. Curry 1995 $102,708 $ 0 $ 16,749
Chief Executive 1994 $102,708 $ 3,989 $ 17,186
Officer of the 1993 $ 96,712 $ 1,871 $ 15,801
Corporation
William R. Horne 1995 $102,708 $ 0 $ 16,755
President of the 1994 $102,708 $ 3,996 $ 17,338
Corporation 1993 $ 96,712 $ 1,879 $ 16,164
__________________________
1 Represents (i) Corporation contributions to a defined contribution plan in
the amount of $15,110, $15,682 and $14,463 for Mr. Curry in fiscal 1995, 1994
and 1993, respectively, and $15,181, $15,753 and $14,563 for Mr. Horne in fiscal
1995, 1994 and 1993, respectively; (ii) 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 $1,410,
$1,406 and $1,266 in fiscal 1995, 1994 and 1993, respectively, for Mr. Curry and
$1,574, $1,570 and $1,529 in fiscal 1995, 1994 and 1993, respectively, for Mr.
Horne; and (iii) 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 $229, $98 and $72 in fiscal 1995, 1994 and
1993, respectively for Mr. Curry and $0, $15 and $72 in fiscal 1995, 1994 and
1993, respectively for Mr. Horne.
</TABLE>
BOARD COMPENSATION COMMITTEE
The Corporation does not have a compensation committee. Because the
President and the Chairman and Chief Executive Officer of the company are
employees of the subsidiary, First National Bank of Pulaski, matters of
executive compensation, including bonuses, are determined by the
Compensation and Nominations Committee of the Board of Directors of the
Bank, subject to the approval of the Board of Directors of the Bank and
of the Board of Directors of the Corporation. The Compensation and
Nominations Committee of the Bank routinely reviews compensation surveys
conducted by Sheshunoff Information Services and by other providers of
peer group data. Decisions regarding the compensation of the Bank's
executive officers are made in view of these sources of information, with
the intention to compensate the Corporation's executives, including the
Chief Executive Officer, in an amount that is comparable to other
financial institutions of similar size that are located in similar
markets. In making compensation decisions, the Committee will also
consider the financial performance of the Corporation.
The Board of Directors of First Pulaski National Corporation
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During fiscal 1995, the Nominations and Compensation Committee of
the Bank was comprised of Messrs. Bevill, Cardin and Murrey. None of
these persons has at any time been an officer or employee of the Company
or its subsidiary. In addition, there are no relationships among the
Company's executive officers, members of the Nominations and Compensation
Committee of the Bank or entities whose executives serve on the Board of
Directors or the Nominations and Compensation Committee of the Bank that
require disclosure under applicable SEC regulations.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Set forth below is a graph comparing the annual change in the
cumulative total shareholder return on the Corporation's common stock
against the cumulative total return of the S & P Composite-500 Stock
Index and The Carson Medlin Company's Independent Bank Index for the
period of five years beginning December 31, 1990 and ending December 31,
1995.
A line graph displaying the contents of the table below will be
mailed to our stockholders.
<PAGE>
The cumulative total return reflected in the graph assumes that the
value of the investment in the Corporation's common stock and each index
was $100 on December 31, 1990 and that all dividends were reinvested.
The actual cumulative total return values are shown below.
<TABLE>
<CAPTION>
VALUE OF $100 INVESTED ON DECEMBER 31, 1990 AT:
1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
First Pulaski National Corporation 117 163 217 228 258
Independent Bank Index 111 152 188 225 299
S & P Composite-500 Stock Index 131 141 155 157 215
</TABLE>
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
1995 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 1995 and received
aggregate compensation of less than $25,000.00.
DIRECTOR COMPENSATION
The Directors of the Corporation are compensated at the rate of
$300.00, for each Directors meeting attended. Those 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 of First National Bank of
Pulaski receive $100.00 per meeting. All other Directors who serve on
other committees for the Bank 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
CHARTER AMENDMENT
At its meeting on March 12, 1996, the Board of Directors of the
<PAGE>
Corporation unanimously approved an Amendment to the Corporation's
Charter and it is recommended that the Corporation's shareholders approve
that Amendment. The proposed Amendment would amend Article IX of the
Corporation's Charter to increase the maximum number of shares of common
stock which the Corporation is authorized to issue from 1,800,000 shares
to 10,000,000 shares. The text of the proposed Amendment to Article IX
is as follows:
The maximum number of shares which the Corporation shall have
the authority to issue is 10,000,000 shares, having a par value
of $1.00 per share. All stock not having any preemptive
rights.
The following description of the proposed Amendment is qualified in
its entirety with reference to the foregoing text of the Amendment.
As of March 15, 1996, the Corporation had 302,818 shares of common
stock outstanding and 1,497,182 shares of authorized but unissued common
stock.
If the Amendment is approved, additional authorized shares of common
stock will be available for issuance at the discretion of the Board of
Directors without further shareholder approval (subject to Tennessee
Law), and without the delay and expense incident to the holding of a
special meeting of shareholders to consider any specific issuance. The
Board of Directors believes that it is in the best interest of the
Corporation to have more common stock authorized in order to have
flexibility to take advantage of corporate opportunities that may arise
in the future, including, but not limited to, a split of or a dividend on
the outstanding shares, the raising of additional capital through the
issuance of common stock or convertible debt, possible acquisitions by
the Corporation, or the providing of shares for employee compensation or
benefit plans, the Stock Option Plan for Outside Directors and the
Employee Stock Purchase Plan. The Board of Directors currently has no
present plans, arrangements, commitments or understandings concerning
issuance of the shares of common stock to be authorized other than
pursuant to existing employee benefit plans, the Stock Option Plan for
Outside Directors and the Employee Stock Purchase Plan, and other than a
5-for-1 split to be effected in the form of a 400% stock dividend which
will be effective on July 1, 1996, provided this proposed Charter
Amendment is approved.
The additional shares of common stock for which authorization is
sought would be a part of the existing class of common stock, and, if and
when issued, would have the same rights and privileges as the shares
presently outstanding. Holders of shares of common stock do not
presently have preemptive rights and will not have any such rights for
the additional shares of common stock proposed to be authorized.
Although the Board of Directors would issue the additional shares of
<PAGE>
common stock to be authorized only when it considers such issuance to be
in the best interest of the Corporation, in the event of a potential
acquisition of the Corporation, shares of common stock could be issued
with the effect of diluting the ownership interest of a potential
acquiror or increasing the number of shares of common stock held by
interests who might side with the Board of Directors opposing such
acquisition. In this way, the proposed increase and authorized shares of
common stock might be used by incumbent management to make a change in
control of the Corporation more difficult, although the Board of
Directors has no present intention to issue shares of common stock for
this reason.
The affirmative vote of the holders of a majority of the
Corporation's common stock present and entitled to a vote at the Annual
Meeting is required to adopt the proposed Charter Amendment.
The Board of Directors of the Corporation recommends a vote "FOR"
the proposed Charter Amendment increasing the authorized shares of common
stock to 10,000,000.
PROPOSAL NO. 3
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, 1996. James M. Putman,
or his 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.
Putman and Hancock in 1995 provided the following audit services:
examination of financial statements of the Corporation, its subsidiaries
and related entities, including those in the Annual Report to Sharehold-
ers and in reports filed with the Securities and Exchange Commission and
others and limited reviews of the Corporation's interim financial state-
ments.
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
1996 proxy materials and to be considered at the 1997 annual meeting, all
such proposals intended for presentation at the 1997 annual meeting must
<PAGE>
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 29, 1996.
ANNUAL REPORT AND FORM 10-K
The annual report of the Corporation to its shareholders for the
calendar year 1995 is being delivered with this proxy statement.
Copies of the Corporation's Annual Report to the Securities and
Exchange Commission (Form 10-K) 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 29th day of March, 1996.
/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 18, 1996
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 15, 1996,
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 18, 1996, 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) To approve a Charter Amendment which increases the authorized
shares from 1,800,000 to 10,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) Ratification of the selection of Putman and Hancock, Certified
Public Accountants, for professional services for the current year:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) 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
________________________, 1996.
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.
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