FIRST PULASKI NATIONAL CORPORATION
206 SOUTH FIRST STREET
PULASKI, TENNESSEE 38478
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On April 27, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of the
First Pulaski National Corporation (the "Company") will be held in the Cox
& Curry Center of the First National Bank of Pulaski, Tennessee located at
206 South First Street, Pulaski, Tennessee 38478, on Thursday, April 27,
2000, at 1:00 p.m., local time, for the following purposes:
(1) To elect sixteen directors of the Company;
(2) The approval of the appointment of the Certified Public
Accounting Firm of Putnam and Hancock, Certified Public
Accountants, as the Company's independent auditors for the fiscal
year ending December 31, 2000; and
(3) To consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof.
NOTE: The board of directors is not aware of any other business to
come before the meeting.
Any action may be taken on the foregoing proposals at the meeting on
the date specified above or on any date or dates to which, by original or
later adjournment, the meeting may be adjourned. Shareholders of record at
the close of business on March 20, 2000 are entitled to notice of and to
vote at the meeting and any adjournments or postponements thereof.
You are requested to complete and sign the enclosed form of proxy,
which is solicited by the board of directors, and to mail it promptly in
the enclosed envelope. The proxy will not be used if you attend the meeting
and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Harold Bass
HAROLD BASS
CORPORATE SECRETARY
Pulaski, Tennessee
April 12, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES
<PAGE>
PROXY STATEMENT
OF
FIRST PULASKI NATIONAL CORPORATION
206 SOUTH FIRST STREET
PULASKI, TENNESSEE 38478
(931) 363-2585
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ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 2000
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the board of directors of First Pulaski National Corporation
(the "Company") to be used at the Annual Meeting of Shareholders of the
Company ("Meeting"). The Company is the holding company for First
National Bank of Pulaski, Tennessee (the "Bank"). The Meeting will be held
in the Cox & Curry Center of the First National Bank of Pulaski at 206
South First Street, Pulaski, Tennessee 38478, on Thursday April 27, 2000,
at 1:00 p.m., local time. This Proxy Statement and the enclosed proxy
card are being first mailed to shareholders on or about April 12, 2000.
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VOTING AND PROXY PROCEDURE
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Shareholders Entitled to Vote. Shareholders of record as of the close
of business on March 20, 2000 ("Voting Record Date") are entitled to one
vote for each share of common stock, $1.00 par value per share, (the
"Common Stock") of the Company then held. At the close of business on the
Voting Record Date the Company had 1,576,480 shares of Common Stock issued
and outstanding held by 1,351 shareholders.
Quorum. The presence, in person or by proxy, of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Meeting. Abstentions and broker
non-votes will be counted as shares present and entitled to vote at the
Meeting for purposes of determining the existence of a quorum.
Voting. The board of directors solicits proxies so that each shareholder
has the opportunity to vote on the proposals to be considered at the
Meeting. When a proxy card is returned to the Company properly signed and
dated, the shares represented thereby will be voted in accordance with the
instructions on the proxy card. Where no instructions are indicated,
proxies will be voted FOR the nominees for directors set forth below, and
FOR the approval of the appointment of the independent auditors. If a
shareholder attends the Meeting, he or she may revoke his or her proxy and
vote by ballot.
The directors to be elected at the Meeting will be elected by a
plurality of the votes cast by shareholders present in person or by proxy
and entitled to vote. Pursuant to the Company's Charter, shareholders are
not permitted to cumulate their votes for the election of directors. Votes
may be cast for or withheld from each nominee. Votes that are withheld
and broker non-votes will have no effect on the outcome of the election
because directors will be elected by a plurality of the votes cast.
With respect to the other proposal to be voted upon at the Meeting,
shareholders may vote for or against the proposal or may abstain from
voting. Approval of the appointment of the independent auditors requires
the affirmative vote of a majority of the shares of Common Stock present
in person or by proxy and entitled to vote. Broker non-votes will have no
effect on the outcome of this proposal. Abstentions, however, will have
the same effect as a vote against this proposal.
Revocation of a Proxy. Shareholders who execute proxies retain the
right to revoke them at any time. Proxies may be revoked by written notice
delivered in person or mailed to the Secretary of the Company or by filing
a later proxy prior to a vote being taken on a particular proposal at the
Meeting. Attendance at the Meeting will not automatically revoke a proxy,
but a shareholder in attendance may request a ballot and vote in person,
thereby revoking a prior granted proxy.
<PAGE>
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Persons and groups who beneficially own in excess of 5% of the Company's
Common Stock are required to file certain reports with the Securities and
Exchange Commission ("SEC"), and provide a copy to the Company, disclosing
such ownership pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"). Management knows of no persons who beneficially owned
more than 5% of the outstanding shares of Common Stock at the close of
business on the Voting Record Date. The table below sets forth, as of the
close of business on the Voting Record Date, certain information as to
shares of Common Stock beneficially owned by the Company's directors and
named executive officers and all directors and executive officers as a
group.
The percentage ownership in the table below is based on 1,576,480
shares outstanding as of March 20, 2000. Shares of common stock subject to
options currently exercisable or exercisable within 60 days of this proxy
statement are deemed outstanding for purposes of computing the ownership
of the person holding the options but are not deemed outstanding for
computing the percentage ownership of any other person.
<TABLE>
<CAPTION>
Name(1) Number of Shares Percent of Shares Outstanding
Beneficially Owned
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Directors
<S> <C> <C> <C>
David E. Bagley 7,084 (2) 0.45%
Johnny Bevill 21,630 (3) 1.37%
James K. Blackburn, IV 6,643 (4) 0.42%
Wade Boggs 5,535 (5) 0.35%
James H. Butler 7,250 (6) 0.46%
Thomas L. Cardin 24,165 (7) 1.53%
Joyce F. Chaffin 7,500 (8) 0.48%
James T. Cox 10,528 (9) 0.67%
Parmenas Cox 27,535 (10) 1.75%
Gregory C. Dugger 6,080 (11) 0.39%
Charles D. Haney 14,025 (12) 0.89%
Morris Ed Harwell 19,934 (13) 1.26%
James Rand Hayes 17,580 (14) 1.12%
D. Clayton Lee 52,000 (15) 3.30%
Kenneth R. Lowry 14,090 (16) 0.89%
Beatrice McElroy 18,407 (17) 1.17%
William A. McNairy 3,250 (18) 0.21%
W. Harwell Murrey 36,825 (19) 2.33%
Bill Yancey 5,450 (20) 0.35%
Executive Officers
Mark A. Hayes 8,325 (21) 0.53%
William R. Horne 23,888 (22) 1.52%
Directors and Executive 331,599 21.03%
Officers as a group
(22 persons)
(1) The address of all parties shown in this table is 206 South First
Street, Pulaski, Tennessee 38478.
(2) Includes 400 shares held as custodian for children, 1,234 shares held
jointly with wife, and 5,450 shares held by Bagley & Bagley Pension
Trust.
<PAGE>
(3) Includes 10,815 shares held by wife.
(4) Includes 2,750 shares available but unexercised subject to the 1994
Stock Option Plan for Outside Directors
(5) Includes 2,700 shares held by wife and 250 shares available but
unexercised subject to the 1994 Stock Option Plan for Outside
Directors.
(6) Includes 5,372 shares held jointly with wife, 570 shares held jointly
with three children and grandchildren, and 1,308 shares available but
unexercised subject to the 1994 Stock Option Plan for Outside
Directors.
(7) Includes 11,365 shares held by Raymond James & Associates for benefit
of Thomas L. Cardin IRA, 2,345 shares held by wife, and 2,600 shares
held jointly with wife.
(8) Includes 3,375 shares held by husband and 1,500 shares available but
unexercised subject to the 1994 Stock Option Plan for Outside
Directors.
(9) Includes 1,000 shares held by wife, 250 shares held by Smith Barney
for benefit of James T. Cox IRA, 1,000 shares held by Raymond James &
Associates for benefit of James T. Cox IRA, and 1,000 shares
available but unexercised subject to the 1997 Stock Option Plan.
(10) Held individually.
(11) Includes 100 shares held jointly with wife as Trustee for child and
1,665 shares held by Raymond James & Associates for benefit of
Gregory G. Dugger IRA.
(12) Includes 5,240 shares held jointly with wife, 300 shares held jointly
with wife as trustee for children, 7,985 shares in trust for
employees of Physicians & Surgeons, Inc. and 500 shares available but
unexercised subject to the 1994 Stock Option Plan for Outside
Directors
(13) Includes 100 shares held by wife, 1,000 shares held by Raymond James
& Associates for benefit of Morris Ed Harwell, and 500 shares
available but unexercised subject to the 1994 Stock Option Plan for
Outside Directors.
(14) Includes 8,790 shares held by wife.
(15) Includes 28,090 shares by wife.
(16) Includes 7,045 shares held jointly with wife.
(17) Includes 540 shares held by husband, 1,261 shares held jointly with
husband, 12,906 shares held jointly with two children, 2,640 shares
held as trustee for two children.
(18) Includes 1,500 shares held jointly with wife and 1,000 shares
available but unexercised subject to the 1994 Stock Option Plan for
Outside Directors.
(19) Includes 17,350 shares held by wife, 7,985 shares held in trust for
employees of Physicians & Surgeons, Inc. and 1,591 shares available
but unexercised subject to the 1994 Stock Option Plan for Outside
Directors.
(20) Held jointly with wife.
(21) Includes 1,325 shares held jointly with wife, 5,000 shares available
but unexercised subject to the 1987 Stock Option Plan, and 2,000
shares available but unexercised subject to the 1997 Stock Option
Plan.
(22) William R. Horne served in the capacity of President and Chief
Executive Officer from January 1, 1999 until his resignation on March
16, 1999. His stock ownership includes 6,186 shares held jointly
with wife.
</TABLE>
<PAGE>
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Pursuant to rules promulgated under the Exchange Act, the Company's
directors, executive officers and any person holding more than ten percent
(10%) of the Common Stock are required to report their ownership of the
Common Stock and any changes in that ownership to the SEC. These persons
are also required by SEC regulations to furnish the Company with copies of
these reports. Specific due dates for these reports have been established
and the Company is required to report any failure to file by these dates.
Based solely on a review of the reports furnished to the Company and
written representations from the Company's directors and executive
officers, the Company believes that all of these filing requirements were
satisfied by the Company's directors, executive officers and ten percent
(10%) holders during the 1999 fiscal year.
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PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
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The Bylaws of the Company currently state that the board of directors
shall consist of not less than five (5) nor more than thirty-five (35)
members. Currently, the board of directors of the Company is made up of
nineteen (19) members. Due to age limitations, three (3) members of the
current board are no longer eligible for membership on the Board. As a
result, the slate of nominees listed below includes sixteen (16) persons.
The board of directors of the Company will also serve as the board of
directors of the Bank.
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 Company's board of directors as listed below.
It is intended that the proxies solicited by the Company's board of
directors will be voted for the election of the nominees named in the
table below. If any nominee is unable to serve, the shares represented by
all valid proxies will be voted for the election of such substitute as the
Company's board of directors may recommend or the board of directors may
adopt a resolution to amend the Company's Bylaws and reduce the size of
the board of directors. At this time the board of directors knows of no
reason why any nominee might be unavailable to serve.
The board of directors recommends a vote "FOR" the election of all
nominees named in the table below.
The table below sets forth certain information regarding the nominees
for election at the Meeting including the length that each person has been a
director and the principal occupation or employment of such person for the
last five (5) years.
<TABLE>
<CAPTION>
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Served as Principal Occupation or
Director Employment for Last
Nominees Age Since Five (5) Years
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<S> <C> <C> <C>
David E. Bagley 46 4/22/93 President, Bagley &
Bagley Ins., Inc.
Johnny Bevill 64 10/19/81 Owner, Davis &
Eslick Market
James K. Blackburn, IV 57 4/07/83 Owner, Lairdland Farm,
Real Estate Broker
<PAGE>
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Served as Principal Occupation or
Director Employment for Last
Nominees Age Since Five (5) Years
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Wade Boggs 36 4/20/95 Owner, Wash Master Car
Washes
James H. Butler 53 4/05/84 Real Estate Agent,
Butler Realty
Thomas L. Cardin 68 10/19/81 President, Cardin
Distributing Company
Joyce F. Chaffin 68 4/01/82 Retired Vice-
President, First
National Bank
James T. Cox 62 3/17/99 President & CEO,
First National Bank
Parmenas Cox 88 10/19/81 Retired Senior
Chairman of the Board,
First National Bank
Gregory G. Dugger 50 4/22/93 Dentist
Charles D. Haney 45 4/22/93 Physician
Morris Ed Harwell 69 4/07/83 President, Harwell
Enterprises, Inc.
James Rand Hayes 63 4/07/83 Owner, Hayes
Properties
William A. McNairy 67 4/04/91 Owner, McNairy's
Flowerama & Gifts,
Farmer
W. Harwell Murrey 65 10/19/81 Physician
Bill Yancey 55 4/04/91 Farmer
- ---------------------------
(1) Currently, all of the nominees with the exception of Joyce F. Chaffin,
Gregory G. Dugger, Charles D. Haney and William A. McNairy also serve on
the board of directors of the Bank. Effective as of the date of the
Shareholders' Meeting on April 27, 2000, all of the members of the board
of directors of the Company will also be members of the board of directors
of the Bank.
</TABLE>
The Company's Bylaws restrict nomination of persons to serve as directors
as follows:
Any shareholder 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
of the Company. To be timely, a shareholder's notice shall be delivered
to or mailed and received at the principle executive offices of the
Company within the time periods set forth in Rule 14a-8(a)(3)
enacted pursuant to the Exchange Act. Such shareholder's notice shall
<PAGE>
set forth (a) as to each person whom the shareholder 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 Common Stock 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
Exchange Act (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 shareholder giving the notice
(i) the name and address, as they appear on the Company's books, of such
shareholder and (ii) the class and number of shares of Common Stock
which are beneficially owned by such shareholder. Any nominations for
directors not in accordance with this requirement may be disregarded by
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. The Company's
management has no reason to believe at this time that the persons so nominated
will be unable or will decline to serve if elected.
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DESCRIPTION OF THE BOARD & COMMITTEES
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In 1999, the Company established a Nominations and Compensation
Committee. Prior to this year, the functions of this committee were handled
by the Bank's Nominations and Compensation Committee. Decisions regarding
the Company's audit process are still made by the Audit 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 Company as a whole. The
board of directors of the Company holds regular meetings every quarter and
special meetings as called.
Members of the Company's Nominations and Compensation Committee are
Johnny Bevill, Thomas L. Cardin, and W. Harwell Murrey, none of whom are
employed either by the Company or the Bank. The Nominations and Compensation
Committee held three (3) meetings during 1999.
Members of the Bank's Audit Committee serving for the entire year were
David E. Bagley, Johnny Bevill, James K. Blackburn, Thomas L. Cardin, and
Morris Ed Harwell. James Rand Hayes was also named to the Audit Committee
at the organizational meeting on April 29, 1999 and served for the balance
of the year. The Audit Committee met eight (8) times during 1999.
During the fiscal year ended December 31, 1999 the board of directors
held an organizational meeting after the annual shareholders meeting, ten (10)
additional regularly scheduled meetings and nine (9) specially called
meetings. Of the twenty (20) meetings of the board of directors held
during 1999, Charles D. Haney missed eight (8) specially called meetings.
No other incumbent director attended fewer than 75% of the total number of
meetings of the Company's or the Bank's board of directors or the
Committees upon which such director serves. All of the directors who serve
on the board of directors of the Bank also serve on the Company's board of
directors. The board of directors of the Bank has three (3) standing
committees, (1) one which administers the First Pulaski National
Corporation 1997 Stock Option Plan, (2) one which administers the First
Pulaski National Corporation 1994 Employee Stock Purchase Plan, and (3) one
which administers the First Pulaski National Corporation 1994 Stock Option
Plan for Outside Directors. These committees meet only when needed, and
none of them met during the year 1999.
<PAGE>
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DIRECTOR COMPENSATION
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The directors of the Company and of the Bank are compensated at the rate
of $300.00 for each board meeting attended. Those directors of the Bank who
serve on the executive and loan committee of the Bank are also compensated
at the rate of $300.00 per meeting. In the past, the membership of the
board of directors of the Bank and the membership of the executive and loan
committee have been the same. However, effective as of the date of the
Shareholders' Meeting on April 27, 2000, this will no longer be the case,
with the membership of the executive and loan committee being a lesser
number. If meetings of any of these three committees extend considerably
beyond the usual length, the pay is at the rate of $400 per meeting, for
those in attendance. Additionally, directors who serve on the Audit
Committee of the Bank, which currently meets once each calendar quarter,
receive $225.00 per meeting. All other directors who serve on other
committees for the Bank receive $100.00 per meeting. James T. Cox, the only
director who is also an employee of the Bank receives director fees for
meetings of the board of directors and executive and loan committee
meetings.
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EXECUTIVE COMPENSATION
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Summary Compensation Table
The following information is provided for (i) William R. Horne, who,
although not formally titled as such, served in the capacity of the
Company's Chief Executive Officer until March 16, 1999; (ii) James T. Cox,
the Company's current President and Chief Executive Officer and Mark A.
Hayes, the only other executive officer who received salary and bonus
compensation in excess of $100,000 in 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual
Name and Fiscal Compensation All Other
Principal Position Year Salary Bonus Compensation(1)(2)
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
William R. Horne, 1999 $ 34,520 $ 0 $ 539
President of the
Corporation through
March 16, 1999
James T. Cox, 1999 $134,112 $5,052 $23,744
President & CEO of 1998 $ 92,328 $3,142 $15,738
the Corporation 1997 $ 87,304 $5,600 $15,126
Mark A. Hayes, 1999 $129,192 $4,763 $20,098
Executive Vice-President 1998 $ 94,830 $3,362 $14,959
of the Subsidiary Bank 1997 $ 78,692 $6,600 $13,023
<PAGE>
(1) Represents for the fiscal year 1999, premiums paid by the Company with
respect to life insurance policies on the life of Mr. Horne payable to
beneficiaries designed by Mr. Horne of $539.
(2) Represents for the fiscal years 1999, 1998 and 1997 respectively (i)
Company contributions to a defined contribution plan in the amount of
$20,288, $13,983, and $13,497 for Mr. Cox, and $19,165, $14,184, and
$12,243 for Mr. Hayes; (ii) premiums paid by the Company with respect
to life insurance policies on the life of Messrs. Cox and Hayes
payable to beneficiaries designated by Messrs. Cox and Hayes of
$3,456, $1,755 and $1,629 for Mr. Cox and $669, $422, and $377 for
Mr. Hayes; and (iii) interest paid by the Bank (for which the Messrs.
Cox and Hayes served as executive officers) on loans to Mr. Hayes
arranged by the Bank, the proceeds of which were used to purchase
Common Stock, in the amount of $264, $353 and $402.
</TABLE>
Year-End Option Values
The following table sets forth information about the number and year-end
values of exercisable and unexercisable options held by the Company's CEO
and its other named executive officers for the year ended December 31,
1999.
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
At December 31, 1999 (#) At December 31, 1999(4)
------------------------------- --------------------------------
Name Exercisable Unexercisable Exercisable($) Unexercisable($)
----------- ------------- -------------- ----------------
<S> <C> <C> <C> <C>
William R. Horne (1)... ------ ------ ------- --------
James T. Cox (2)...... 1,000 4,000 1,000 4,000
Mark A. Hayes (3)...... 7,000 8,000 39,000 8,000
_____________
(1) Mr. Horne had no unexercised options at December 31, 1999.
(2) Mr. Cox's options were granted to him as an executive officer pursuant
to the Company's 1997 Stock Option Plan.
(3) Mr. Hayes has been granted options under the Company's 1987 Stock
Option Plan as well as the 1997 Stock Option Plan.
(4) Based on the fair market value of $34.00 per share of the Company's
common stock at December 31, 1999.
</TABLE>
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or
the Exchange Act that might incorporate future filings, including this
Proxy Statement, in whole or in part, the following report of the
Compensation and Nominations Committee and Performance Graph shall not be
incorporated by reference into any such filings.
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BOARD COMPENSATION COMMITTEE REPORT
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Because the current President and Chief Executive Officer of the Bank is
an employee of the Bank, and because the former President, William R. Horne,
was also an employee of the Bank until his resignation, matters of
executive compensation, including bonuses, are determined by the
Nominations and Compensation Committee of the board of directors of the
Company, subject to the approval of the board of directors of the Company.
<PAGE>
In setting the 1999 compensation of William R. Horne, who served as the
Bank's and the Company's President until March 16, 1999, and in setting the
compensation of James T. Cox, who became President and Chief Executive
Officer of both the Bank and the Company following Mr. Horne's resignation,
the Nominations and Compensation Committee of the Company (the "Committee")
reviewed a Tennessee Banking Association 1999 survey of compensation levels
for Chief Executive Officers and Presidents of Middle Tennessee banks or
bank holding companies with assets of $100-500 million and also reviewed
compensation surveys conducted by other providers of peer group data.
Decisions regarding compensation were made in view of these sources of
information with the intent to compensate the President with an amount
comparable to the presidents of other financial institutions of similar
size that are located in similar markets. In determining compensation
levels, the Committee further reviewed: (1) the Bank and the Company's
overall financial performance in 1998, considering in particular, asset
quality and growth, net income, earnings per share and return on equity
compared to the previous year, and (2) the President's direct business
contribution to the Bank.
The 1999 Compensation levels for the remaining executive officers, Glen
Lamar and Gary Harrison, and for Mark Hayes, Edwin Moore and Harold Bass,
who were named executive officers of the Bank following the March 16, 1999
resignations of Mr. Lamar and Mr. Harrison, were based on similar criteria
and considerations as well as the recommendations of the President to the
Committee and the board of directors.
Executive Officers were eligible for, and received, a cash bonus as well
under the Company's Bonus Program as determined by the board of directors
based upon the Company's overall financial performance. The decision of the
Committee and the board of directors to award bonuses was based upon the
Committee's and the board of directors' belief that the Company's financial
performance was sound and consistent with the Company's past performance.
No specific quantitative performance measure (of the Company, the Bank or
any individual) was used to determine the amount of bonus awarded.
Instead, bonuses for executive officers, including the Chief Executive
Officer, were given in a manner similar to the bonuses granted to all full-
time employees of the Bank or the Company, with the amount awarded being
most closely tied to that employee's weekly salary.
Johnny Bevill
Thomas L. Cardin
W. Harwell Murrey
<PAGE>
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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 Company's Common Stock against the
cumulative total return of the NASDAQ Index and The Carson Medlin Company's
Independent Bank Index, for the period of five years beginning December 31,
1994 and ending December 31, 1999.
(A line graph displaying the contents of the table below will be
included in the proxy statement which is mailed to our stockholders).
The cumulative total return reflected in the graph assumes that the value
of the investment in the Company's Common Stock and each index was $100 on
December 31, 1994 and that all dividends were reinvested.
<PAGE>
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
- ---------------------------------------------------------------------------
During fiscal 1999, the Nominations and Compensation Committee of the
Company 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 the
Bank. In addition, there are no relationships among the Company's
executive officers, members of the Nominations and Compensation Committee
of the Company or entities whose executives serve on the board of directors
or the Nominations and Compensation Committee of the Company that require
disclosure under applicable SEC regulations concerning relationships
between management and the Company or the Bank or concerning indebtedness
of management to the Company or the Bank. No executive officer of the
Company or the Bank has served as a member of the compensation committee of
another entity, one of whose executive officers served on the Nominations
and Compensation Committee. No executive officer of the Company or the
Bank has served as a director of another entity, one of whose executive
officers served on the Nominations and Compensation Committee. No
executive officer of the Company or the Bank has served as a member of the
compensation committee of another entity, one of whose executive officers
served as a director of the Company or the Bank
- ---------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ---------------------------------------------------------------------------
Some of the Company's officers and directors at present, as in the past,
are customers of the Bank, and some of the Company'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 1999 with the Bank, including borrowings,
all of which were made in the ordinary course of business and were made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other
persons. In the opinion of the board of directors, these loans did not
involve more than a normal risk of collectability or present any other
unfavorable features.
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PROPOSAL NO. 2
RATIFICATION OF SELECTION OF AUDITORS
- ---------------------------------------------------------------------------
The Company 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 Company for
the year ending December 31, 2000. James M. Putman and his associates,
have been the Company's auditors 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 and to have the opportunity to make a statement
and/or respond to appropriate questions from shareholders.
Putman and Hancock in 1999 provided the following audit services:
examination of financial statements of the Company, 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 Company's interim financial statements.
The management of the Company recommends a vote FOR ratification of
the selection of Putman and Hancock, Certified Public Accountants, as the
Company's independent audit firm. Proxies solicited by management will be
so voted unless shareholders specify a contrary choice in their proxies.
<PAGE>
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SHAREHOLDERS' PROPOSALS
- ---------------------------------------------------------------------------
In order for any proposals by shareholders to be included in the
Company's 2001 proxy statement and to be considered at the 2001 annual
meeting, all such proposals intended for presentation at the 2001 annual
meeting must be mailed to Harold Bass, Secretary/Treasurer, First Pulaski
National Corporation, 206 South First Street, Pulaski, Tennessee 38478 and
must be received no later than November 24, 2000.
Proposals should be sent to the Company by certified mail, return receipt
requested, and must comply with Rule 14a-8 of Regulation 14A of the proxy
rules of the Securities and Exchange Commission.
For any other shareholder proposals to be timely (but not considered for
inclusion in the Company's 2001 proxy statement) a shareholder must forward
such proposal to Mr. Bass at the address set forth above prior to February
19, 2001.
- ---------------------------------------------------------------------------
ANNUAL REPORT AND FORM 10-K
- ---------------------------------------------------------------------------
The annual report of the Company to its shareholders for the calendar
year 1999 is being delivered with this proxy statement.
Copies of the Company's Annual Report to the Securities and Exchange
Commission on Form 10-K will be mailed to shareholders without charge, upon
written request made to: Harold Bass, Secretary/Treasurer, First Pulaski
National Corporation, 206 South First Street, P.O. Box 289, Pulaski,
Tennessee, 38478.
<PAGE>
FIRST PULASKI NATIONAL CORPORATION
PULASKI, TENNESSEE
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON APRIL 27, 2000
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 Parmenas Cox, D. Clayton Lee and Harold Bass, 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 20, 2000, at the annual meeting of its shareholders to be held at the
First National Bank of Pulaski building, 206 South First Street, Pulaski,
Tennessee 38478, on Thursday, April 27, 2000, 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 sixteen (16) persons listed below:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
all nominees listed except all nominees
as marked to the contrary listed below
below. No mark through
will be indicated as a vote
for the named individual.
David E. Bagley Johnny Bevill James K. Blackburn, IV
Wade Boggs James H. Butler Thomas L. Cardin
Joyce F. Chaffin James T. Cox Parmenas Cox
Gregory G. Dugger Charles D. Haney Morris Ed Harwell
James Rand Hayes William A. McNairy W. Harwell Murrey
Bill Yancey
IF YOU DESIRE TO VOTE AGAINST ANY ONE 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
(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
________________________, 2000.
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>
