4
C B & T, INC.
101 East Main Street
McMinnville, Tennessee 37110
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 8, 1997
To The Shareholders of C B & T, Inc.:
Notice is hereby given that the Annual Meeting of the
Shareholders (the "Annual Meeting") of C B & T, Inc. (the
"Corporation") will be held on Tuesday, April 8, 1997, at 2:30
p.m., local time, at the executive office and place of business of
the Corporation at 101 East Main Street, McMinnville, Tennessee
37110, for the following purposes:
(1)The election of a Board of Directors of twelve (12)
Directors to serve until the next Annual Meeting of
Shareholders and until their successors have been elected
and qualified; and
(2)To consider and act upon any other matters that
properly may come before the Annual Meeting or any
adjournment thereof.
Only holders of the Corporation's Common Stock, par value
$2.50 per share, of record at the close of business on March 11,
1997, will be entitled to notice of, and to vote at, the Annual
Meeting.
You are cordially invited to attend the Annual Meeting.
Please note, however, that we are asking you to complete and
return the enclosed proxy even if you plan to attend the Annual
Meeting. If you attend the meeting, you will have the opportunity
to withdraw your proxy and vote your own shares in person.
Shareholders may designate a person or persons other than
those named in the enclosed proxy to vote their shares at the
Annual Meeting or any adjournment thereof.
By Order of the
Board of Directors
Jeffrey A. Golden
Chairman of the Board, President and
Chief Executive Officer
March 14, 1997
C B & T, INC.
101 East Main Street
McMinnville, Tennessee 37110
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on the 8th day of April, 1997
The accompanying proxy is solicited by and on behalf of the
Board of Directors of C B & T, Inc. (the "Corporation") for use at
its Annual Meeting of Shareholders to be held on the 8th day of
April, 1997, and any adjournment thereof. The time and place of
the meeting are set forth in the accompanying Notice of Meeting.
All expenses of preparing, printing, and mailing the proxy and all
materials used in the solicitation thereof will be borne by the
Corporation. In addition to the use of the mails, proxies may be
solicited by personal interview, telephone and telegraph by
directors, officers, and other personnel of the Corporation or its
affiliate, none of whom will receive additional compensation for
such services. The Corporation will also request custodians and
nominees to forward soliciting materials to the beneficial owners
of stock held of record by them and will pay reasonable expenses
of such persons for forwarding such material. The date on which
this Proxy Statement and the accompanying proxy are first being
mailed to shareholders of the Corporation is the 14th day of
March, 1997.
PURPOSES OF THE MEETING
The Annual Shareholders' Meeting will be held for the
purposes of (i) electing Directors; and (ii) transacting whatever
business may properly be brought before the meeting or any
adjournment thereof.
QUORUM AND VOTING
At the close of business on March 11, 1997, the Corporation
had outstanding 264,585 shares of its Common Stock. Only holders
of record of Common Stock of the Corporation at the close of
business on March 11, 1997, (the "Record Date"), are entitled to
notice of and to vote on matters to come before the Annual Meeting
or any adjournment thereof.
The presence in person or by proxy of the holders of a
majority of the outstanding shares of Common Stock of the
Corporation entitled to vote at the Annual Meeting is necessary to
constitute a quorum at the Annual Meeting or any adjournment
thereof. A shareholder is entitled to one vote in person or by
proxy at the Annual Meeting for each share of Common Stock of the
Corporation held of record in his/her name.
<PAGE> 1
In each case where the shareholder has appropriately
specified how the proxy is to be voted, it will be voted in
accordance with his/her specifications. Shareholders may
designate a person or persons other than those named in the
enclosed proxy to vote their shares at the Annual Meeting or any
adjournment thereof. As to any other matters of business which
may be brought before the Annual Meeting or any adjournment
thereof, a vote may be cast pursuant to the accompanying proxy in
accordance with the judgment of the person or persons voting the
same in the best interests of the Corporation, but management does
not know of any other matter of business. Any shareholder has the
power to revoke his/her proxy at any time, insofar as it has not
been exercised, by written notice or subsequently dated proxy,
received by the Corporation or by revocation given by the
shareholder in person at the Annual Meeting or any adjournment
thereof.
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of March 11, 1997, based upon the latest information
provided to the Corporation, other than J. Paul Holder, who is a
Director of the Corporation, there are no beneficial owners of
more than five percent (5.00%) of the shares as of the Record
Date. The Corporation has no other class of equity securities
outstanding.
The following tabulation sets forth the amount and percentage
of the Corporation Common Stock owned beneficially (as determined
in accordance with the rules and regulations of the Securities and
Exchange Commission) as of March 11, 1997, by all directors,
advisory director and executive officers of the Corporation as a
group. For tabulation of beneficial ownership of the Corporation
by individual directors, see ELECTION OF DIRECTORS.
Number of shares owned Beneficially Percentage of
by Directors, Advisory Director and Common Stock
Executive Officers as a Group 264,585 shares
(a total of 14 persons)
45,759 17.29%
ELECTION OF DIRECTORS
At the Annual Meeting, twelve (12) nominees will be proposed
for election as Directors to serve until the next Annual Meeting
of Shareholders or until their successors are elected and
qualified. The Corporation's Bylaws provide in Article II,
Section 2, that the number of Directors shall be determined from
time to time by the shareholders or a majority of the entire Board
of Directors. The Board of Directors believes it advisable that
there be twelve (12) Directors of the Corporation at this time.
Proxies cannot be voted for a greater number than twelve (12)
nominees.
<PAGE> 2
The Board of Directors proposes the election of the nominees
listed below to serve until the next Annual Meeting or until their
successors are duly elected and qualified. These twelve (12)
nominees are presently serving as Directors. Unless contrary
instructions are received, it is intended that the shares
represented by proxies solicited by the Board of Directors will be
voted in favor of the election as Directors of all of the nominees
named below. If for any reason any of such nominees is not
available for election, the persons named in the form of proxy
have advised that they will vote for such substitute nominees as
the Board of Directors of the Corporation may propose. The Board
of Directors has no reason to expect that any of these nominees
will fail to be candidates at the meeting, and, therefore, does
not at this time have any substitute nominees under consideration.
The names and certain information relating to the twelve (12)
nominees set forth below has been furnished to the Corporation by
the individuals named.
The following information is furnished with respect to the
nominees on the next three pages:
<PAGE> 3
Name Age Position & Position & Director Business Shares Percent
Office Held Office Held of Corp Experience of of Class
with Corp. with Bank Since: During Corp.
Last Five Benefic-
Years ially
Owned as
of 3/12/
96 (1)
Robert W. 77 Director Director 1981 Owner, 1,900(2) .72
Boyd, Sr. Globe
Nursery
McMinnville,
TN
Larry E. 50 Director Director 1990 Executive 1,419 .54
Brown & Executive & Executive V.P. of
V.P. V.P. Bank
John R. 56 Director Director 1994 President 1,782(3) .67
Collier, Jr. Pleasant
Cove
Nursery, Inc.
McMinnville,
TN
James A. 68 Director Director 1981 Agent, 3,726(4) 1.41
Dillon, Jr. Hoover &
Sons, J.
A. Dillon
Ins. Agency
McMinnville,
TN
Jeffrey A. 56 Director Director 1981 Chairman 1,989(5) .75
Golden & Chairman & Chairman of the
of the of the Board,
Board, Board, President
President President & Chief
& Chief & Chief Executive
Executive Executive Officer of
Officer Officer Bank
Charles D. 61 Director Director 1981 Circuit 477(6) .18
Haston Court Judge
31st Judicial
District
State of
Tennessee
James H. 57 Director Director 1990 Senior 1,000(7) .38
Hillis & Treasurer & Senior V.P. of
V.P. Bank
J. Paul 67 Director Director 1981 Owner, 14,422(8) 5.45
Holder Paul Holder
Realty &
Auction Co.
McMinnville,
TN
<PAGE> 4
M. Thomas 75 Director & Director & 1981 Farmer 10,438(9) 3.95
Mullican Vice Vice and
Chairman Chairman Investor
of the of the
Board Board
James A. 70 Director Director 1981 Investor 3,194 1.21
Puckett
Leon B. 56 Director Director 1992 President 2,920 1.10
Stribling Stribling
Chevrolet-
GEO-Inc.
Smithville,
TN
James E. 59 Director Director 1994 President 715 .27
Walling Tennessee
Roasters
Enterprise,
Inc. Owner,
Vilco Supply
Co.
<PAGE> 5
FOOTNOTES
1 Unless otherwise indicated, all shares are owned of record.
2 1,900 shares are registered to Robert W. Boyd, Sr. or Eleanor
Boyd (Mr. Boyd, Sr.'s wife)
3 1,382 shares are registered to John R. Collier, Jr.
100 shares are registered to Suzanne E. Collier Reynolds (Mr.
Collier, Jr.'s daughter)
300 shares are registered to Pleasant Cove Nursery, Inc. (Mr.
Collier, Jr. is President of Pleasant Cove Nursery, Inc.)
4 2,971 shares are registered to James A. Dillon, Jr.
223 shares are registered to James A. Dillon, Jr. and Phyllis
M. Dillon (Mr. Dillon, Jr.'s wife)
532 shares are registered to Phyllis M. Dillon (Mr. Dillon,
Jr.'s wife)
5 1,384 shares are registered to Jeffrey A. Golden
605 shares are registered to Jeffrey A. or Linda Golden (Mr.
Golden's wife)
6 385 shares are registered to Charles D. Haston
92 shares are registered to Charles D. Haston, a general
partnership
7 1,000 shares are registered to James H. or Carolyn Hillis (Mr.
Hillis's wife)
8 14,386 shares are registered to J. Paul Holder
36 shares are registered to Steven Thomas Holder, Trust UMGA
(Mr. Holder's grandson) and J. Paul Holder, Trustee
9 10,168 shares are registered to M. Thomas Mullican
270 shares are registered to Connie W. Mullican (Mr. Mullican's
wife)
<PAGE> 6
COMMITTEES OF THE BOARD
There are four standing Committees of the Board of Directors
of the Corporation and Bank. The Board of Directors of the Corporation
met four (4) times during 1996.
Following are the standing Committees of the Board of Directors
of the Corporation and Bank:
Nominating Committee (6 members)
Audit Committee (5 members)
Personnel Committee (5 members)
Executive Committee (7 members)
Nominating Committee
Function: The Committee considers nominees for election to
the Board of Directors for both the Corporation and Bank, who are
recommended by shareholders, provided that any such recommendation
is submitted in writing and is accompanied by a description of the
proposed nominee's qualifications and other relevant biographical
information and an indication of the consent of the proposed
nominee to serve.
Number of 1996 meetings: 2
Membership: The Committee membership is made up of six (6)
Directors of which three (3) are officers of the Corporation and
two (2) are officers of the Bank. They are James A. Dillon, Jr.,
Chairman, M. Thomas Mullican, Charles D. Haston, J. Paul Holder,
Larry E. Brown, and James H. Hillis.
Audit Committee
Functions: The Committee recommends the certified public
accounting firm to be employed by the Corporation and the Bank for
audit purposes and recommends the areas of responsibility of the
CPA firm. The Committee also meets with the CPA firm to receive
the auditors' evaluation of the conditions of the Corporation and
the Bank, and brings those reports to the Board of Directors for
their consideration. The Committee also meets with internal
auditors for periodic review of the audit program of the
Corporation and the Bank.
Number of 1996 meetings: 4
Membership: The Committee membership is made up of four (4)
Directors who are not officers of the Corporation or the Bank and
one (1) advisory director. They are Charles D. Haston, Chairman,
Robert W. Boyd, Sr., Leon B. Stribling, James E. Walling and Dr.
J. Ray Troop, Jr. (advisory director). James E. Walling served on
the audit committee until August 13, 1996.
<PAGE> 7
Personnel Committee
Functions: The Committee reviews and evaluates the officers'
compensation program and makes recommendations to the Boards of
the Corporation and the Bank. See Personnel Committee report on
executive compensation on pages 9 and 10.
Number of 1996 meetings: 5
Membership: The membership of the Committee is made up of
five (5) Directors of which one (1) is an officer of the
Corporation and the Bank. They are J. Paul Holder, Chairman,
James A. Dillon, Jr., Robert W. Boyd, Sr., John R. Collier, Jr.,
and Larry E. Brown.
Executive Committee
Functions: The Committee reviews and recommends to the Board
of Directors for its approval selected actions with regard to the
general direction and conduct of the Corporation and the Bank.
Number of 1996 meetings: 4
Membership: The membership of the Committee is made up of
seven (7) Directors of which three (3) are officers of the
Corporation and two (2) are officers of the Bank. They are
Jeffrey A. Golden, Chairman, James A. Dillon, Jr., James A.
Puckett, M. Thomas Mullican, Larry E. Brown, J. Paul Holder and
Charles D. Haston.
During fiscal year 1996, there were four (4) meetings of the
Board of Directors of the Corporation and twelve (12) meetings of
the Board of Directors of the Bank. Each member of the Boards,
attended at least 75% of the aggregate meetings of the Boards and
Committees of which they were members.
COMPENSATION OF DIRECTORS AND OFFICERS
The Corporation pays no fees to Directors or Advisory
Directors for service on the Board or Committees of the Board.
Each Director or Advisory Director of the Corporation, however, is
also a Director or Advisory Director of the Bank and, as such,
receives $1,000.00 for each meeting of the Bank's Board of
Directors attended. In addition, the Bank pays all non-employee
members of the standing committees of the Bank $125.00 for each
meeting attended that continues longer than one hour. Active Bank
Directors may defer fees payable to them under the Bank's
Directors Deferred Benefit Plan. During the fiscal year 1996, the
Bank paid total cash Directors' fees of $70,475.00 and Directors'
fees were deferred in the amount of $105,475.00.
To compensate its Directors for past services and to secure
their future services and to compensate them accordingly, the Bank
has adopted the Directors' Benefit Plan (the "Plan"). Under the
Plan, each Director may elect to defer an amount of Directors'
fees, equal to the number of regular monthly meetings attended, as
well as certain committee fees where applicable. At the time of a
Director's election to participate in the Plan, the Bank obligates
itself to pay, subject to the Plan's terms and conditions, monthly
deferred benefits presently calculated to equal proceeds available
from an insurance contract purchased by the Bank with the proceeds
of the Director's fees so deferred. A Director has no claim
against any specific fund or assets of the Bank by reason of the
Plan and the Bank is under no obligation to purchase any insurance
contract to fund its obligations under the Plan. Because the Bank
purchases the insurance contract when a Director elects to
participate in advance of the Directors' meetings, each Director
must reimburse the Bank the Director's fee for any meeting of the
Board of Directors, or Committee when applicable, not attended by
the Director for any reason other than medical illness or total
disability if the absence reduces his Director's fees earned below
the deferred amount.
<PAGE> 8
The Plan does not restrict the right of the Corporation to
remove a Director of the Bank or the right of a Director of the
Bank to resign from office or otherwise change the requirement
that the Corporation elect the Directors of the Bank annually.
When a Director reaches his normal retirement date, the Bank
agrees to pay the monthly deferred benefit payments for 180
months. The Plan does not require the Director to resign on the
normal retirement date to receive his monthly deferred benefits at
that time. If a participating Director dies prior to receiving
180 deferred benefit payments, the Director's beneficiary shall
continue to receive such payments until 180 deferred benefit
payments have been paid. If a Director's service to the Bank
ceases prior to his normal retirement date for any reason other
than death or fraudulent or dishonest conduct, the Bank agrees to
pay a pro rata portion of the post-retirement benefits calculated
on the basis of years of service to the Bank. If a participating
Director dies before his normal retirement date while serving as a
Director of the Bank, the Bank will pay to his beneficiary pre-
retirement death benefits until the earlier of the deceased
Director's normal retirement date or the expiration of 180 months.
If a participating Director dies prior to his normal retirement
date after resigning from service from the Bank for any reason
except retirement, the Bank will pay to his beneficiary monthly
deferred benefits for 180 months in an amount equal to a pro rata
portion of the pre-retirement death benefits calculated pursuant
to the Plan. The Bank has the right to terminate the Plan at any
time upon payment to participating Directors of all deferred
Directors' fees or, at the election of the Bank, a participating
Director may receive future benefits in the same manner and amount
as he would have received had he terminated his service as a
Director on the date the Plan is terminated. The Board of
Directors of the Bank administers the Plan.
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Introduction
Decisions on compensation of the Bank's executives are made by
the five member Personnel Committee of the Board. The Personnel
Committee believes that the actions of each executive officer have
the potential to impact the short-term and long-term profitability
of the Corporation and the Bank. Consequently, the Personnel
Committee places considerable importance on its task of designing
and administering an executive compensation program.
The Bank has an executive compensation program that is focused
on Corporation shareholder value and the overall performance of
the Corporation and the Bank. The two main components of the
executive compensation program are base salary and bonus.
Compensation
The Personnel Committee's executive compensation program is
designed to provide competitive levels of compensation that are
integrated with the Corporation's and Bank's annual and long-term
goals. Executive compensation is reviewed by the Committee
relative to peer group executive compensation based on national
and state survey information.
The Personnel Committee approved cash compensation
opportunities for executive officers in 1996 that are consistent
with the Personnel Committee's executive compensation program.
<PAGE> 9
Base Salary
Base salary represents a fixed labor cost and is designed so
that senior management receives acceptable salaries, thereby
helping the Corporation and Bank keep the talent needed to meet
the challenges in the financial service industry. Many factors
are included in determining base salaries, such as the
responsibilities borne by the executive officer, the scope of the
position, length of service with the Corporation and Bank and
individual performance. Salaries are reviewed annually.
Bonus
The second component in the executive compensation program is
the bonus plan. The bonus is based on the Bank's return on assets
as a percentage of at least 1.00%. If the return on asset is at
least 1.00%, the officer bonus would be 3.75% of salary. If the
return on assets is at least 2.00%, the officer bonus would be
10.00%.
Chief Executive Officer Compensation
The executive compensation program described above is applied
in setting Mr. Golden's compensation. Mr. Golden participates in
the same executive compensation program available to the other
executive officers. The Personnel Committee reviews the executive
compensation program in relationship to the performance of the
Corporation's net income and stock value. Net income for the
Corporation and the Bank totaled $4,117,000 for fiscal year 1996.
Book value increased from $113.92 per share at December 31, 1995
to $121.85 per share at December 31, 1996 representing a $7.93 per
share increase. The increase represents a 6.96% annualized gain,
plus a $6.50 per share cash dividend declared in 1996. Based upon
these and other factors the 1996 cash compensation of Mr. Golden
was $143,512.50. Mr. Golden had a base salary of $133,500.00.
Mr. Golden earned a bonus in the amount of $10,012.50 that was due
to the Corporation's excellent financial results in 1996.
Conclusion
The Personnel Committee believes that this mix of market-based
salaries and bonus represents a balance that will motivate the
management team to continue to produce strong returns. The
Personnel Committee further believes this program strikes an
appropriate balance between the interests and needs of the
Corporation and the Bank in operating its business.
Submitted by the Personnel Committee of the Company's Board of
Directors.
J. Paul Holder
James A. Dillon, Jr.
Robert W. Boyd, Sr.
John R. Collier, Jr.
Larry E. Brown
<PAGE> 10
REMUNERATION OF DIRECTORS AND OFFICERS
The following table sets forth the aggregate remuneration
accrued or paid by the Bank during the fiscal years ended December
31, 1996, 1995, and 1994 to the highest compensated officers or
directors whose aggregate remuneration exceeds $100,000.00.
SUMMARY COMPENSATION TABLE
Name of Individual Year Salary Bonus All Other
& Principal Position Compensation (1)
Jeffrey A. Golden 1996 $133,500.00 $10,012.50 $22,499.35
Chairman of the
Board, President 1995 130,000.00 9,750.00 20,684.04
& Chief Executive 1994 125,000.00 9,375.00 17,703.00
Officer
Larry E. Brown 1996 $ 90,000.00 $ 6,750.00 $21,147.71
Director of Bank
and Executive 1995 86,500.00 6,487.50 15,518.76
Vice President 1994 81,000.00 6,075.00 16,252.00
(1) All Other Compensation for Mr. Golden and Mr. Brown includes
Director fees for the Bank both cash paid and deferred fees,
deferred compensation paid pursuant to the Corporation's
401(k) plan, a premium payment for life insurance, use of a
bank vehicle and country club dues.
<PAGE> 11
Shareholder Return
Set forth below is a line graph comparing the yearly change in the
cumulative total shareholder return on the Company Common Stock
against the cumulative total return of the S&P Composite-500 Stock
Index and S&P Major Regional Bank Composite Index for the period
of five years commencing December 31, 1991 and ended December 31,
1996.
Value of $100 Invested on December 31, 1991 at:
(In Dollars)
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
C B & T, Inc. 100 122 151 260 315 344
Regional Banks 100 163 172 163 211 298
S&P 500 100 136 150 152 203 244
*Assume that the value of the investment in Company
Common Stock and each index was $100 on December 31,
1991.
<PAGE> 12
SECTION 16(A) REPORTING DELINQUENCIES
Under the securities laws of the United States, the
Corporation's directors, executive officers and any person who
holds more than ten percent (10%) of the Shares of the Corporation
are required to report their ownership of the Shares and any
changes in that ownership to the Securities and Exchange
Commission (the "SEC"). These persons are also required by the
SEC's regulations to furnish the Corporation with copies of these
reports. Specific due dates for these reports have been
established by the SEC, and the corporation is required to report
in this Proxy Statement any failure to file by these dates during
1996. Based solely upon a review of the reports furnished to the
Corporation or written representations from the Corporation's
directors and executive officers, the Corporation believes that,
during the 1996 fiscal year, all filing requirements applicable to
its officers, directors and greater than 10% beneficial owners
were complied.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the Corporation's directors and officers, businesses
with which they are associated, and members of their immediate
families are at present, as in the past, customers of the Bank and
have had transactions with the Bank, including borrowings. All
transactions involving loans to such persons and businesses have
been made in the ordinary course of business on substantially the
same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other
borrowers. In the opinion of the Board, such transactions do not
involve more than a normal risk of collectibility nor present any
other unfavorable features.
SHAREHOLDER PROPOSALS
The Board will provide for presentation of proposals by
shareholders at the 1998 Annual Meeting of shareholders, provided
that such proposals are submitted by eligible shareholders who
have complied with the relevant regulations of the SEC. In order
for any such proposals to be included in the proxy materials for
consideration at the 1998 meeting, the proposals should be mailed
to Ann Martin, Secretary, C B & T, Inc., 101 East Main Street,
McMinnville, Tennessee 37110, and must be received on or before
November 15, 1997.
CERTIFIED PUBLIC ACCOUNTING FIRM
Upon the recommendation of the Audit Committee of the
Corporation, the firm of Kraft Bros., Esstman, Patton & Harrell,
PLLC has been selected by the Board of Directors of both the
Corporation and the Bank to serve as auditors for the Corporation
and the Bank for the current year. The firm of Kraft Bros.,
Esstman, Patton & Harrell, PLLC has served as auditors for two
years. A representative of the firm will be present at the
shareholders' meeting and will have the opportunity to make a
statement if he/she so desires and will be available at that time
to respond to appropriate questions.
OTHER MATTERS
As of the date of this Proxy Statement, the management of the
Corporation and the Bank knows of no other business that will be
presented at this meeting.
<PAGE> 13
ANNUAL REPORTS
The annual report of the Corporation to shareholders for the
calendar year 1996 is enclosed, but is not intended to be part of
this Proxy Statement.
Copies of the Corporation's annual report to Securities and
Exchange Commission (Form 10-K) will be mailed to shareholders
without charge upon written request made to:
Ann Martin, Secretary
C B & T, Inc., 101 East Main Street
McMinnville, Tennessee 37110
By the order of the
Board of Directors,
Jeffrey A. Golden
Chairman of the Board,
President and Chief
Executive Officer
March 14, 1997
<PAGE> 14
