<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
March 29, 1995
To the Shareholders of FIRST BANKING COMPANY OF SOUTHEAST GEORGIA:
You are cordially invited to attend the Annual Meeting of the
Shareholders of First Banking Company of Southeast Georgia (the "Company") to
be held at the Ogeechee Technical Institute Auditorium, 1 Joe Kennedy
Boulevard, Wednesday, April 19, 1995, at 2:00 p.m. The official notice of the
Annual Meeting and the Company's Proxy Statement and Annual Report accompany
this letter.
The principal business of the meeting will be to elect directors of
the Company. We will also review the operations of the Company and its
subsidiary banks, First Bulloch Bank & Trust Company and Metter Banking
Company, for the past year.
The Board of Directors of the Company is divided into three classes:
Class I, Class II and Class III. The term of one class of directors (Class I)
expires in 1995, and five of those directors (E. Raybon Anderson, O. B. Bell,
A. M. Braswell, Jr., W. A. Crider, Jr., and Dan J. Parrish, Jr.) have been
nominated for election to serve as Class I directors for a three-year term.
Whether or not you plan to attend the Annual Meeting, please mark,
date and sign the enclosed form of proxy, and return it to the Company in the
envelope provided as soon as possible.
Very truly yours,
/s/ James Eli Hodges
--------------------
James Eli Hodges
President
<PAGE> 3
FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
40 North Main Street
Statesboro, Georgia 30458
(912) 764-6611
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 19, 1995
To the Shareholders of FIRST BANKING COMPANY OF SOUTHEAST GEORGIA:
Notice is hereby given that the Annual Meeting of Shareholders of
First Banking Company of Southeast Georgia (the "Company") will be held on
Wednesday, April 19, 1995, at 2:00 p.m., at the Ogeechee Technical Institute
Auditorium, 1 Joe Kennedy Boulevard, Statesboro, Georgia, for the following
purposes:
(1) To elect five directors for a three-year term; and
(2) To transact such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 8,
1995, as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting.
All shareholders are requested to mark, date, sign and return the
enclosed form of proxy as soon as possible. If you attend the meeting and wish
to vote your shares in person, you may do so at any time before the proxy is
exercised.
By Order of the Board of Directors,
/s/ James Eli Hodges
--------------------
James Eli Hodges
President
<PAGE> 4
FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
40 North Main Street
Statesboro, Georgia 30458
(912) 764-6611
PROXY STATEMENT
------------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of First Banking Company of Southeast
Georgia (the "Company"), for use at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held on Wednesday, April 19, 1995, at 2:00 p.m., at the
Ogeechee Technical Institute Auditorium, 1 Joe Kennedy Boulevard, Statesboro,
Georgia, and at any adjournments thereof.
The Proxy Statement and form of proxy are first being mailed to
shareholders on or about March 29, 1995. If the enclosed proxy is properly
executed, returned and not revoked, it will be voted in accordance with the
specifications made by the shareholder. If the form of proxy is signed and
returned and specifications are not made, the proxy will be voted FOR the
election of the directors listed therein and in accordance with the best
judgment of the proxies as to any other matters that may properly come before
the meeting.
Shareholders who sign proxies have the right to revoke them at any
time before they are voted by delivering to Dwayne E. Rocker, Secretary of the
Company, at the principal office of the Company, either an instrument revoking
the proxy or a duly executed proxy bearing a later date or by attending the
Annual Meeting and voting in person.
The principal executive offices of the Company are located at 40 North
Main Street, Statesboro, Georgia 30458.
VOTING AT THE ANNUAL MEETING
The close of business on March 8, 1995, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting. As of the close of business on March 8, 1995, the
authorized common stock of the Company consisted of 5,000,000 shares, $1.00 par
value (the "Stock"), of which 1,663,712 shares were issued, outstanding and
held of record by 837 shareholders.
A quorum will be present if a majority of the votes entitled to be
cast are present in person or by valid proxy. Directors are elected by a
plurality of the votes cast by the shares entitled to be voted in such
election. Only votes actually cast will be counted for the purpose of
determining whether a particular nominee received more votes than the persons,
if any, nominated for the same seat on the Board of Directors. Accordingly,
abstentions by shareholders present at the Annual Meeting who do not choose to
vote in the election of directors will have no effect on the outcome of the
election. Broker "non-votes" do not exist in the context of an election of
directors and will therefore not affect the outcome of the election.
All other matters that may be considered and acted upon by the
shareholders at the Annual Meeting require that the number of shares voted in
favor of the proposal exceed the number of shares voted against the proposal,
provided a quorum is present. Only votes actually cast will be counted for the
purpose of determining whether a proposal is approved by the shareholders.
Abstentions and broker "non-votes" are treated as "true abstentions" under
Georgia law and not as negative votes. Consequently, abstentions and broker
non-votes will have no effect on the outcome of the vote on other proposals.
<PAGE> 5
ELECTION OF DIRECTORS
Nominees and Continuing Directors
Pursuant to the Company's Articles of Incorporation, its Board of
Directors is divided into three classes: Class I, Class II and Class III. The
current terms of the Class I directors expire in 1995; those of the Class II
directors expire in 1996; and those of the Class III directors expire in 1997.
The Board of Directors proposes E. Raybon Anderson, O. B. Bell, A. M.
Braswell, Jr., W. A. Crider, Jr., and Dan J. Parrish, Jr. be elected as Class I
directors of the Company to serve for three years and until their successors
are duly elected and qualified. If any of the foregoing nominees should become
unavailable to serve as a director (which is not now anticipated), then the
persons named as proxies reserve full discretion to vote for any other person
or persons as may be nominated.
The table set forth below shows for each director nominee and each
continuing director (a) his proposed or current class and term of office, (b)
his name, (c) his age at December 31, 1994, (d) the year he was first elected
as a director of the Company, (e) any positions held by him with the Company or
its subsidiary banks, First Bulloch Bank & Trust Company (the "Bulloch Bank")
and Metter Banking Company (the "Metter Bank"), other than as a director, and
(f) his business experience for the past five years. See the section entitled
"Compensation of Directors" for a discussion of the directorships of the
Bulloch Bank and the Metter Bank held by each of the persons listed below.
CLASS I - DIRECTOR NOMINEES
To Serve a Term of Three Years Until 1998
<TABLE>
<CAPTION>
Year
First Positions with Company
Name Age Elected and Business Experience
- ---- --- ------- -----------------------
<S> <C> <C> <C>
E. Raybon Anderson(1) 56 1981 Chairman of the Board, Bulloch
Fertilizer Co., Inc.
O. B. Bell(1) 80 1981 Retired President of the Bulloch
Bank
A. M. Braswell, Jr.(2) 74 1981 Chairman of the Board, A.M.
Braswell, Jr. Food Company, Inc. (Manufacturer of Preserves
and Other Condiments)
W. A. Crider, Jr.(1) 55 1986 President, Crider's Poultry, Inc.
(Wholesale Poultry Processor)
Dan J. Parrish, Jr.(2) 59 1986 Owner, Candler Computers (Computer
Consulting); Vice President of the Metter Bank and Senior
Vice President of the Company until April 1993
</TABLE>
- 2 -
<PAGE> 6
CLASS II - CONTINUING DIRECTORS
Current Term Expires in 1996
<TABLE>
<CAPTION>
Year
First Positions with Company
Name Age Elected and Business Experience
- ---- --- ------- -----------------------
<S> <C> <C> <C>
James Eli Hodges 53 1981 President of the Company and the Bulloch Bank
C. Arthur Howard(1) 53 1984 President, Claude Howard Lumber
Company, Inc.
Lanier A. Hunnicutt(2) 67 1986 Retired Farmer
Joe P. Johnston(2) 60 1981 Realtor
</TABLE>
CLASS III - CONTINUING DIRECTORS
Current Term Expires in 1997
<TABLE>
<CAPTION>
Year
First Positions with Company
Name Age Elected and Business Experience
- ---- --- ------- -----------------------
<S> <C> <C> <C>
Julian C. Lane, Jr. 46 1988 Vice President of the Company and President of the Metter
Bank
Charles M. Robbins, Jr.(2) 74 1981 Retired Chairman of the Board,
Robbins Packing Company (Meat Packing & Distribution)
J. E. Smith(1) 81 1981 Retired Partner, Smith-Tillman
Mortuary
Alvin Williams(2) 67 1986 Retired Executive Vice President of
the Metter Bank
John M. Wilson, Jr. 61 1985 Vice President of the Company and Executive Vice President
of the Bulloch Bank
</TABLE>
Footnotes
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
- 3 -
<PAGE> 7
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and officers and persons who own beneficially more than 10%
of the Company's outstanding Stock to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
their Stock ownership. Executive officers, directors and greater than 10%
shareholders are required by SEC regulations to furnish the Company with copies
of all such forms they file. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and written
representations that no other reports were required, during the fiscal year
ended December 31, 1994, its executive officers, directors and greater than 10%
shareholders complied with all applicable Section 16(a) filing requirements.
Meetings and Committees
During the year ended December 31, 1994, the Board of Directors of the
Company held four meetings. During his term as a director during 1994, each
director of the Company attended at least 75% of (a) the total number of
meetings of the Board of Directors of the Company and (b) the total number of
meetings held by committees of which he was a member, except for A. M.
Braswell, Jr. and Lanier A. Hunnicutt, each of whom attended 50% of the
meetings of the committee of which he was a member; W.A. Crider, Jr., who
attended 50% of the meetings of the Board and the committee of which he was a
member; and J. E. Smith, who attended 50% of the meetings of the Board.
The Audit Committee of the Board of Directors of the Company is
responsible for reviewing and making recommendations regarding the Company's
employment of independent auditors, the annual audit of the Company's financial
statements and the Company's internal accounting policies and practices. The
Audit Committee met four times during 1994.
The Compensation Committee of the Board of Directors of the Company is
responsible for recommending and reviewing the compensation, including fringe
benefits, of the senior management and directors of the Company. It also
recommends nominees for membership on the Board of Directors. No formal
procedure whereby individual stockholders may submit recommendations of persons
to be considered as directors of the Company has been adopted; however, the
Compensation Committee would consider any such recommendation if delivered in
writing to: Chairman, Compensation Committee, First Banking Company of
Southeast Georgia, 40 North Main Street, Statesboro, Georgia 30458. The
Compensation Committee met twice during 1994.
Compensation of Directors
During 1994, the following directors and director nominees also served
as directors of the Bulloch Bank: Messrs. Anderson, Bell, Braswell, Hodges,
Howard, Johnston, Parrish, Robbins, Smith and Wilson. Also during 1994, the
following directors and director nominees served as directors of the Metter
Bank: Messrs. Hodges, Hunnicutt, Lane, Parrish and Williams. During 1994, Mr.
Crider served only as a director of the Company, for which he was paid an
aggregate amount of $2,000. Each director of the Company who was also a
director of the Bulloch Bank during 1994 was paid an aggregate amount of $6,700
for his service as a director of the Bulloch Bank, and each director of the
Company who was also a director of the Metter Bank during 1994 was paid an
aggregate amount of $6,700 for his service as a director of the Metter Bank.
Directors of the Company who also serve as directors of the Bulloch and/or
Metter Banks are not separately compensated for their service as directors of
the Company or for their service as members of committees. In addition to his
directors' fees, Mr. Parrish receives $2,500 per month and the cost of his
medical insurance premiums as payment for consulting services rendered to the
Company.
- 4 -
<PAGE> 8
EXECUTIVE OFFICERS
The following table sets forth for each executive officer of the Company
(a) the person's name, (b) his age at December 31, 1994, (c) the year he was
first elected as an executive officer of the Company, and (d) his position with
the Company and its subsidiary banks. Unless otherwise indicated, each
executive officer has been employed by the Bulloch or Metter Bank for more than
five years.
<TABLE>
<CAPTION>
Year Positions with the Company
First and the Bulloch or Metter
Name Age Elected Banks; Business Experience
- ---- --- ------- ----------------------------------
<S> <C> <C> <C>
James Eli Hodges 53 1981 President of the Company and the Bulloch Bank
Julian C. Lane, Jr. 46 1985 Vice President of the Company and President of the Metter
Bank
John M. Wilson, Jr. 61 1985 Vice President of the Company and Executive Vice President
of the Bulloch Bank
Dwayne E. Rocker 30 1992 Secretary and Treasurer of the Company since October 1992;
Assistant Vice President and Secretary of the Bulloch Bank
since August 1992; Banking Officer of the Bulloch Bank from
February 1992 to August 1992; Internal Auditor and loan
review officer of the Metter Bank from 1988 to July 1992.
</TABLE>
- 5 -
<PAGE> 9
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation earned by the Company's Chief Executive Officer and its only other
executive officer who earned over $100,000 in salary and bonus in 1994. The
Company has not granted any stock options, stock appreciation rights or other
long-term stock or stock-based incentives.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
--------------------------------
Annual Compensation Awards Payouts
------------------------------------- ----------------------- -------
Securities
Name and Other Restricted Underlying All
Principal Annual Stock Options/ LTIP Other
Position Year Salary Bonus Compensation(1) Award(s) SARs Payouts Compensation
-------- ---- ------ ----- ------------ ------- ------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James Eli Hodges 1994 $162,000 $58,363 -- $ 0 0 $ 0 $ 15,676(2)
Chief Executive 1993 $150,000 $700 -- $ 0 0 $ 0 $ 26,632(3)
Officer; President 1992 $123,000 $700 -- $ 0 0 $ 0 $ 26,961(4)
of the Company and
the Bulloch Bank
Julian C. Lane, Jr. 1994 $ 91,800 $ 22,617 -- $ 0 0 $ 0 $ 10,270(5)
Vice President of 1993 $ 85,000 $ 0 -- $ 0 0 $ 0 $ 15,950(6)
the Company and 1992 $ 66,400 $ 0 -- $ 0 0 $ 0 $ 12,710(7)
President of the
Metter Bank
</TABLE>
(1) This column would include the value of certain personal
benefits only where the value of such benefits is greater than
the lower of $50,000 or 10% of the executive's salary and
bonus for the year. Such threshold was not exceeded in any of
the years reported.
(2) Includes $8,475 in Company contributions to Mr. Hodges'
account under the Company's 401(k) Plan and $7,201 in Company
contributions to his account under the Target Benefit Plan.
(3) Includes $15,507 in Company contributions to Mr. Hodges'
account under the Company's 401(k) Plan and $11,125 in Company
contributions to his account under the Target Benefit Plan.
(4) Includes $16,813 in Company contributions to Mr. Hodges'
account under the Company's 401(k) Plan and $10,148 in Company
contributions to his account under the Target Benefit Plan.
(5) Includes $6,885 in Company contributions to Mr. Lane's account
under the Company's 401(k) Plan and $3,385 in Company
contributions to his account under the Target Benefit Plan.
(6) Includes $11,883 in Company contributions to Mr. Lane's
account under the Company's 401(k) Plan and $4,067 in Company
contributions to his account under the Target Benefit Plan.
(7) Includes $9,230 in Company contributions to Mr. Lane's account
under the Company's 401(k) Plan and $3,480 in Company
contributions to his account under the Target Benefit Plan.
- 6 -
<PAGE> 10
INDEBTEDNESS OF DIRECTORS AND OFFICERS
The Company's directors and officers and certain business organizations
and individuals associated with them have been customers of and have had
banking transactions with the Company's subsidiary banks and are expected to
continue such relationships in the future. Pursuant to such transactions, the
Company's directors and officers from time to time have borrowed funds from the
Company's subsidiary banks for various business and personal reasons. The
extensions of credit made by the Company's subsidiary banks to its directors
and officers (a) were made in the ordinary course of business, (b) were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and (c)
did not involve more than a normal risk of collectibility or present other
unfavorable features.
STOCK OWNERSHIP
On March 8, 1995, the Company had 837 shareholders of record. The
following table sets forth the number and percentage of outstanding shares of
Stock beneficially owned as of March 8, 1995 by (i) each person who
beneficially owned 5% or more of the outstanding shares of Stock to the best
information and knowledge of the Company, (ii) each director (including the
Chief Executive Officer of the Company) and (iii) all directors and executive
officers of the Company, as a group. Unless otherwise indicated, each person
has sole voting and investment powers over the indicated shares. An asterisk
(*) represents ownership of less than one percent of the outstanding shares of
Stock.
<TABLE>
<CAPTION>
Name of Nominee Number of Shares Percentage
or Director Beneficially Owned Of Total
--------------- ------------------ --------
<S> <C> <C> <C>
E. Raybon Anderson 7,632(1) *
O. B. Bell 30,006(2) 1.80%
A. M. Braswell, Jr. 5,160(3) *
W. A. Crider, Jr. 84,402(4) 5.07%
James Eli Hodges 6,232(5) *
C. Arthur Howard 21,208(6) 1.27%
Lanier A. Hunnicutt 15,240(7) *
Joe P. Johnston 5,963(8) *
Julian C. Lane, Jr. 3,223(9) *
Dan J. Parrish, Jr. 115,306(10) 6.93%
Charles M. Robbins, Jr. 13,460(11) *
J. E. Smith 11,536(12) *
Alvin Williams 35,553(13) 2.14%
John M. Wilson, Jr. 2,962(14) *
All Directors and Executive
Officers as a Group
(15 persons) 360,088(15) 21.64%
</TABLE>
Footnotes to Stock Ownership Table
(1) Consists of 6,588 shares owned by Mr. Anderson and 1,044
shares owned by Mr. Anderson's wife, as to which Mr.
Anderson disclaims beneficial ownership. Mr. Anderson's
address is Route 1, Box 2, Statesboro, Georgia 30458.
- 7 -
<PAGE> 11
Footnotes (continued)
(2) Consists of 30,006 shares owned jointly by Mr. and Mrs.
Bell, as to which voting and investment powers are
shared. Mr. Bell's address is 305 College Boulevard,
Statesboro, Georgia 30458.
(3) Consists of (a) 4,260 shares owned by Mr. Braswell, (b)
60 shares owned by Mr. Braswell's wife, as to which Mr.
Braswell disclaims beneficial ownership, and (c) 840
shares owned jointly by Mr. and Mrs. Braswell, as to
which voting and investment powers are shared. Mr.
Braswell's address is P.O. Box 485, Statesboro, Georgia
30459.
(4) Consists of 20,668 shares owned by Mr. Crider and 63,734
shares owned by the Crider Family Trust. Mr. Crider's
address is P. O. Box 398, Stillmore, Georgia 30464.
(5) Consists of (a) 3,086 shares owned by Mr. Hodges, (b) 48
shares owned by Mr. Hodges' wife, as to which Mr. Hodges
disclaims beneficial ownership, (c) 12 shares owned by
Mr. Hodges as custodian for his child, as to which Mr.
Hodges disclaims beneficial ownership, and (d) 3,086
shares held for Mr. Hodges's benefit and owned by the
401(k) Plan, as to which Mr. Hodges disclaims beneficial
ownership. Mr. Hodges' address is 40 North Main Street,
Statesboro, Georgia 30458.
(6) Consists of (a) 9,090 shares owned by Mr. Howard, (b)
1,846 shares owned by Mr. Howard's wife, as to which Mr.
Howard disclaims beneficial ownership and (c) 10,272
shares owned by the Claude Howard Lumber Company, Inc.,
of which Mr. Howard is President. Mr. Howard's address
is 316 Wendwood Drive, Statesboro, Georgia 30458.
(7) Consists of 13,320 shares owned by Mr. Hunnicutt and
1,920 shares owned by Mr. Hunnicutt's wife, as to which
Mr. Hunnicutt disclaims beneficial ownership. Mr.
Hunnicutt's address is Route 2, Box 49, Metter, Georgia
30439.
(8) Consists of 5,923 shares owned by Mr. Johnston and 40
shares owned by Mr. Johnston's wife, as to which Mr.
Johnston disclaims beneficial ownership. Mr. Johnston's
address is Route 3, Box 160, Statesboro, Georgia 30458.
(9) Consists of 2,730 shares owned jointly by Mr. and Mrs.
Lane, as to which voting and investment powers are
shared, and 493 shares held for Mr. Lane's benefit and
owned by the 401(k) Plan, as to which Mr. Lane disclaims
beneficial ownership. Mr. Lane's address is 347 South
College Street, Metter, Georgia 30439.
(10) Consists of (a) 4,440 shares owned jointly with Mr.
Parrish's spouse, as to which voting and investment
powers are shared, (b) 1,110 shares owned by his spouse,
as to which Mr. Parrish disclaims beneficial ownership,
(c) 84,173 shares owned by Parrish Properties, an
affiliate of Mr. Parrish, (d) 25,336 shares owned by Mr.
Parrish, and (e) 247 shares held for Mr. Parrish's
benefit and owned by the 401(k) Plan, as to which
- 8 -
<PAGE> 12
Footnotes (continued)
Mr. Parrish disclaims beneficial ownership. Mr.
Parrish's address is P.O. Box 564, Metter, Georgia 30439.
(11) Consists of 5,200 shares owned by Mr. Robbins and 8,260
shares owned by Mr. Robbins' wife, as to which Mr.
Robbins disclaims beneficial ownership. Mr. Robbins'
address is 812 Highway 80 West, Statesboro, Georgia
30458.
(12) Consists of 10,000 shares owned by Mr. Smith and 1,536
shares owned by Mr. Smith's wife, as to which Mr. Smith
disclaims beneficial ownership. Mr. Smith's address is
338 Savannah Avenue, Statesboro, Georgia 30458.
(13) Consists of (a) 2,779 shares owned by Mr. Williams, (b)
31,074 shares owned jointly by Mr. and Mrs. Williams, as
to which voting and investment powers are shared, and (c)
1,700 shares owned by Mr. Williams' wife, as to which Mr.
Williams disclaims beneficial ownership. Mr. Williams'
address is P.O. Box 75, Pulaski, Georgia 30451.
(14) Consists of (a) 1,450 shares owned by Mr. Wilson, (b) 60
shares owned by Mr. Wilson's wife, as to which Mr. Wilson
disclaims beneficial ownership, and (c) 1,452 shares held
for Mr. Wilson's benefit and owned by the 401(k) Plan, as
to which Mr. Wilson disclaims beneficial ownership. Mr.
Wilson's address is 599 Williams Road, Statesboro,
Georgia 30458.
(15) Includes shares as to which the persons in the group
disclaim beneficial ownership as indicated above.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consists of Messrs. Anderson, Bell,
Crider, Howard and Smith. Mr. Bell is the retired President of the Bulloch
Bank.
ACCOUNTING MATTERS
Deloitte & Touche, independent public accountants, audited the financial
statements of and provided various services to the Company and its subsidiary
banks for the year ended December 31, 1994. A representative of Deloitte &
Touche is expected to be present at the Annual Meeting to respond to
appropriate questions and to make a statement if he or she desires to do so.
SHAREHOLDER PROPOSALS
Any shareholder of the Company wishing to submit a proposal for action at
the next annual meeting of shareholders of the Company and desiring inclusion
of the same in management's proxy materials must provide a written copy of the
proposal to management of the Company not later than December 1, 1995. Any
- 9 -
<PAGE> 13
such proposal must comply in all respects with the rules and regulations of the
Securities and Exchange Commission.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters which may
be brought before the Annual Meeting. If, however, any matter other than the
election of directors or matters incident thereto should properly come before
the Annual Meeting, votes will be cast pursuant to the proxies in accordance
with the best judgment of the proxyholders.
EXPENSES AND SOLICITATION OF PROXIES
All expenses of the proxy solicitation will be paid by the Company. In
addition to solicitation by mail, certain directors, officers and regular
employees of the Company and its subsidiary banks may solicit proxies by
telephone, telegram or personal interview for which they will receive no
compensation in addition to their regular salaries. The Company may request
brokerage houses and custodians, nominees and fiduciaries to forward soliciting
material to the beneficial owners of Stock held of record by such persons and,
if requested, will reimburse them for their reasonable out-of-pocket expenses
in connection therewith.
- 10 -
<PAGE> 14
APPENDIX A
FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 19, 1995
The undersigned hereby appoints James Eli Hodges and Julian C. Lane, Jr.,
or either of them, as Proxies, each with the power to appoint his substitute,
and hereby authorizes them or any of them to represent and to vote, as
designated below, all of the Common Stock of First Banking Company of Southeast
Georgia, 40 North Main Street, Statesboro, Georgia 30458, which the undersigned
would be entitled to vote if personally present at the Annual Meeting of
Shareholders (the "Meeting") to be held at the Ogeechee Technical Institute
Auditorium, 1 Joe Kennedy Boulevard, Statesboro, Georgia, on Wednesday, April
19, 1995, at 2:00 p.m., and at any adjournments thereof, upon the proposal
described in the accompanying Notice of the Annual Meeting and the Proxy
Statement relating to the Meeting, receipt of which are hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR THE PROPOSAL.
PROPOSAL: To elect the following nominees as directors of the Company:
CLASS I
To serve a term of three years until 1998
<TABLE>
<S> <C> <C>
E. Raybon Anderson W.A. Crider, Jr.
O.B. Bell Dan J. Parrish, Jr.
A.M. Braswell, Jr.
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
above (except as indicated to vote for all
to the contrary below). nominees listed above.
</TABLE>
INSTRUCTION: To withhold authority for any individual nominee, mark
"FOR" above, but write that nominee's name in the space below:
_______________________________________________________________________
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION TO THE
CONTRARY IS INDICATED, IT WILL BE VOTED FOR THE PROPOSAL.
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER
MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING.
If stock is held in the name of more than one person, all holders
should sign. Signatures should correspond exactly with the name or names
appearing on the stock certificate(s). When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated: _____________________, 1995 ______________________________
(Be sure to date your Proxy) Name(s) of Shareholder(s)
_______________________________
Signature(s) of Shareholder(s)
Please mark, date and sign this Proxy, and return it in the enclosed
return-addressed envelope. No postage is necessary.
PLEASE RETURN YOUR PROXY PROMPTLY .
