<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):
/ / $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:
/X/ 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
April 3, 1996
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 in the
Community Room of the Statesboro Mall branch of First Bulloch Bank & Trust
Company, U.S. Highway 80 East, Thursday, April 25, 1996, 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 and to consider and vote on a proposal to amend the Company's Articles
of Incorporation to increase the number of authorized shares of common stock
from 5,000,000 to 10,000,000. 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 II)
expires in 1996, and four of those directors (James Eli Hodges, C. Arthur
Howard, Lanier A. Hunnicutt, and Joe P. Johnston), as well as a new nominee,
Harry S. Mathews, have been nominated for election to serve as Class II
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,
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 25, 1996
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 Thursday,
April 25, 1996, at 2:00 p.m., in the Community Room of the Statesboro Mall
branch of First Bulloch Bank & Trust, U. S. Highway 80 East, Statesboro,
Georgia, for the following purposes:
(1) To elect five directors for a three-year term;
(2) To consider and vote on an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of common
stock from 5,000,000 to 10,000,000; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 14, 1996,
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,
James Eli Hodges
President
April 3, 1996
<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 Thursday, April 25, 1996, at 2:00 p.m., in the
Community Room of the Statesboro Mall branch of First Bulloch Bank & Trust,
U.S. Highway 80 East, Statesboro, Georgia, and at any adjournments thereof.
The Proxy Statement and form of proxy are first being mailed to
shareholders on or about April 3, 1996. 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, FOR the amendment to the Articles of
Incorporation authorizing 5,000,000 additional shares of common stock, 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 14, 1996, 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 14, 1996, the authorized
common stock of the Company consisted of 5,000,000 shares, $1.00 par value (the
"Stock"), of which 2,661,711 shares were issued, outstanding and held of record
by 844 shareholders.
A quorum will be present if a majority of the votes entitled to be cast
are present in person or by valid proxy. Abstentions and broker non-votes will
be counted for the purpose of determining the presence or absence of a quorum.
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. If authority to vote for one or more director
nominees is withheld by a
<PAGE> 5
shareholder represented by proxy, no vote will be cast and the outcome of the
election will not be affected. Broker "non-votes" do not exist in the context
of an election of directors and will therefore not affect the outcome of the
election.
The affirmative vote of a majority of the shares of common stock
outstanding and entitled to vote will be required to approve the proposal to
amend the Company's Articles of Incorporation. Consequently, abstentions and
broker non-votes will have the same effect as a vote against the proposed
amendment to the Articles of Incorporation.
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.
PROPOSAL ONE
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 1998; those of the Class II
directors expire in 1996; and those of the Class III directors expire in 1997.
The Board of Directors proposes that James Eli Hodges, C. Arthur Howard,
Lanier A. Hunnicutt, Joe P. Johnston, and Harry S. Mathews be elected as Class
II 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, 1995, (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.
- 2 -
<PAGE> 6
CLASS II - DIRECTOR NOMINEES
To Serve a Term of Three Years Until 1999
<TABLE>
<CAPTION>
Year
First Positions with Company
Name Age Elected and Business Experience
- ---- --- ------- -----------------------
<S> <C> <C> <C>
James Eli Hodges 54 1981 President of the Company and the
Bulloch Bank
C. Arthur Howard(1) 54 1984 President, Claude Howard
Lumber Company, Inc.
Lanier A. Hunnicutt(2) 68 1986 Retired Farmer
Joe P. Johnston(2) 61 1981 Realtor
Harry S. Mathews 44 Private investor since April 1994;
President, Statesboro Telephone
Company until April 1994
</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. 47 1988 Vice President of the Company
and President of the Metter Bank
Charles M. Robbins, Jr.(2) 75 1981 Retired Chairman of the Board,
Robbins Packing Company (Meat
Packing & Distribution)
J. E. Smith(1) 82 1981 Retired Partner, Smith-Tillman
Mortuary
Alvin Williams(2) 68 1986 Retired Executive Vice President
of the Metter Bank
John M. Wilson, Jr. 62 1985 Vice President of the Company
and Executive Vice President of
the Bulloch Bank
</TABLE>
- 3 -
<PAGE> 7
CLASS I - CONTINUING DIRECTORS
Current Term Expires in 1998
<TABLE>
<CAPTION>
Year
First Positions with Company
Name Age Elected and Business Experience
- ---- -- ------- -----------------------
<S> <C> <C> <C>
E. Raybon Anderson(1) 57 1981 Chairman of the Board, Bulloch
Fertilizer Co., Inc.
A. M. Braswell, Jr.(2) 75 1981 Chairman of the Board, A.M.
Braswell, Jr. Food Company, Inc.
(Manufacturer of Preserves and
Other Condiments)
W. A. Crider, Jr.(1) 56 1986 President, Crider's Poultry, Inc.
(Wholesale Poultry Processor)
Dan J. Parrish, Jr.(1,2) 60 1986 Owner, Candler Computers
(Computer Consulting); Vice
President of the Metter Bank
and Senior Vice President of
the Company until April 1993
</TABLE>
Footnotes
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
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, 1995, its executive officers, directors and greater than 10%
shareholders complied with all applicable Section 16(a) filing requirements,
except for Mr. Hunnicutt and Mr. Johnston, each of whom submitted one late
filing covering one transaction, and Mr. Robbins, who submitted two late
filings covering two transactions.
- 4 -
<PAGE> 8
Meetings and Committees
During the year ended December 31, 1995, the Board of Directors of the
Company held five meetings. During his term as a director during 1995, 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.
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 1995.
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 shareholders 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 four times during 1995.
Compensation of Directors
During 1995, the following directors and director nominees also served as
directors of the Bulloch Bank: Messrs. Anderson, Braswell, Hodges, Howard,
Johnston, Mathews, Parrish, Robbins, Smith and Wilson. Also during 1995, the
following directors and director nominees served as directors of the Metter
Bank: Messrs. Hodges, Hunnicutt, Lane, Parrish and Williams. During 1995, 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 1995 was paid an aggregate amount of $6,800
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 1995 was paid an
aggregate amount of $6,800 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 received $2,500 per month and the cost of his
medical insurance premiums as payment for consulting services rendered to the
Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED IN
PROPOSAL ONE.
- 5 -
<PAGE> 9
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, 1995, (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>
<S> <C> <C> <C>
Year Positions with the Company
First and the Bulloch or Metter
Name Age Elected Banks; Business Experience
- ---- --- ------- --------------------------
James Eli Hodges 54 1981 President of the Company and the
Bulloch Bank
Julian C. Lane, Jr. 47 1985 Vice President of the Company
and President of the Metter Bank
John M. Wilson, Jr. 62 1985 Vice President of the Company
and Executive Vice President of
the Bulloch Bank
Dwayne E. Rocker 31 1992 Secretary and Treasurer of the
Company since October 1992;
Vice President and Secretary of
the Bulloch Bank since February
1996; Assistant Vice President
and Secretary of the Bulloch Bank
from August 1992 to February
1996; 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>
- 6 -
<PAGE> 10
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 1995. 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 1995 $166,860 $75,087 -- $0 0 $0 $25,785(2)
Chief Executive 1994 $162,000 $58,363 -- $0 0 $0 $15,676(3)
Officer; President 1993 $150,000 $ 700 -- $0 0 $0 $26,632(4)
of the Company and
the Bulloch Bank
Julian C. Lane, Jr. 1995 $94,554 $24,820 -- $0 0 $0 $22,888(5)
Vice President of the 1994 $91,800 $22,617 -- $0 0 $0 $10,270(6)
Company and 1993 $85,000 $ 0 -- $0 0 $0 $15,950(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 either of the years reported.
(2) Includes $16,650 in Company contributions to Mr. Hodges' account under
the Company's 401(k) Plan and $9,135 in Company contributions to his account
under the Target Benefit Plan.
(3) 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.
(4) 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.
(5) Includes $18,162 in Company contributions to Mr. Lane's account under the
Company's 401(k) Plan and $4,726 in Company contributions to his account
under the Target Benefit Plan..
(6) 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.
(7) 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.
As of February 20, 1996, Mr. Hodges entered into an employment agreement
with the Company and the Bulloch Bank. The agreement provides for an annual
base salary of $174,000, which may be increased annually in such amounts as may
be determined by the Board of Directors. Mr. Hodges is also entitled to
participate in such option, bonus and other executive compensation programs and
to receive such other employee benefits as are made available to members of
senior management from time to time. During the term of his employment and, in
the event of termination under clauses (ii) and (iii) below, for a period of
- 7 -
<PAGE> 11
six months thereafter, Mr. Hodges may not engage in the commercial banking
business or solicit clients, prospective customers or employees within Bulloch
County and Candler County, Georgia.
The initial term of the agreement expires on February 20, 1999. At the
end of the first twelve months, however, and at the end of each successive
twelve month period thereafter, the agreement will automatically be extended
for a successive twelve month period following the then two-year remaining term
unless either party gives written notice of its intent not to extend the term
at least 90 days prior to the end of such twelve month period. If such notice
is properly given, the agreement will terminate at the end of the remaining
term then in effect. The agreement terminates automatically upon Mr. Hodges'
death or permanent disability and may be terminated: (i) by the Company or the
Bulloch Bank for just cause (as defined in the agreement) upon written notice
to Mr. Hodges; (ii) by the Company or the Bulloch Bank without cause upon 30
days' prior written notice to Mr. Hodges; (iii) by Mr. Hodges for cause without
prior written notice except as required in connection with notice of a material
breach of the terms of the agreement; (iv) by Mr. Hodges without cause upon 60
days' prior written notice; (v) by Mr. Hodges upon written notice within six
months following a change in control (as defined in the agreement) of the
Company or the Bulloch Bank; or (vi) at any time upon mutual written agreement
of the parties. In the event of termination under the circumstances described
in clauses (ii), (iii) or (vi) above, Mr. Hodges will continue to receive his
base salary for a period of 24 months following his termination.
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 14, 1996, the Company had 844 shareholders of record. The
following table sets forth the number and percentage of outstanding shares of
Stock beneficially owned as of March 14, 1996 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 and director
nominee (including the Chief Executive Officer of the Company), (iii) each
executive officer named in the Summary Compensation Table, and (iv) 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 beneficial ownership of less than one
percent of the outstanding shares of Stock.
- 8 -
<PAGE> 12
<TABLE>
<CAPTION>
Name of Nominee Number of Shares Percentage
or Director Beneficially Owned Of Total
--------------- ------------------- ----------
<S> <C> <C>
E. Raybon Anderson 12,160(1) *
A. M. Braswell, Jr. 8,256(2) *
W. A. Crider, Jr. 135,042(3) 5.07%
James Eli Hodges 9,970(4) *
C. Arthur Howard 33,932(5) 1.27%
Lanier A. Hunnicutt 24,584(6) *
Joe P. Johnston 9,516(7) *
Julian C. Lane, Jr. 5,157(8) *
Harry S. Mathews 14,982(9) *
Dan J. Parrish, Jr. 184,489(10) 6.93%
Charles M. Robbins, Jr. 8,036(11) *
J. E. Smith 18,457(12) *
Alvin Williams 56,884(13) 2.14%
John M. Wilson, Jr. 4,739(14) *
All Directors and Executive
Officers as a Group
(15 persons) 530,032(15) 19.91%
</TABLE>
Footnotes to Stock Ownership Table
(1) Consists of 10,490 shares owned by Mr. Anderson and
1,670 shares owned by Mr. wife, as to which Mr. Anderson
disclaims beneficial ownership. Mr. Anderson's address is 1156
Jones Mill Road, Statesboro, Georgia 30458.
(2) Consists of 6,816 shares owned by Mr. Braswell and
1,440 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.
(3) Consists of 33,068 shares owned by Mr. Crider and 101,974
shares owned by the Crider Family Trust. Mr. Crider's
address is P. O. Box 398, Stillmore, Georgia 30464.
(4) Consists of (a) 4,937 shares owned by Mr. Hodges, (b) 76 shares
owned by Mr. Hodges' wife, as to which Mr. Hodges disclaims
beneficial ownership, (c) 19 shares owned by Mr. Hodges as
custodian for his child, and (d) 4,938 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.
- 9 -
<PAGE> 13
Footnotes (continued)
(5) Consists of (a) 14,544 shares owned by Mr. Howard, (b) 2,953
shares owned by Mr. Howard's wife, as to which Mr. Howard
disclaims beneficial ownership and (c) 16,435 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.
(6) Consists of 21,312 shares owned by Mr. Hunnicutt and 3,272
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.
(7) Consists of 9,476 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.
(8) Consists of 4,368 shares owned jointly by Mr. and Mrs. Lane, as
to which voting and investment powers are shared, and 789 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.
(9) Consists of (a) 7,907 shares owned by Mr. Mathews, (b) 1,760
shares owned by Mr. Mathews' wife, as to which Mr. Mathews
disclaims beneficial ownership, and (c ) 5,315 shares owned by Mr.
Mathews as custodian for his children. Mr. Mathews' address is P.
O. Box 1338, Statesboro, Georgia 30459.
(10) Consists of (a) 7,104 shares owned jointly with Mr. Parrish's
wife, as to which voting and investment powers are shared, (b)
1,776 shares owned by his wife, as to which Mr. Parrish disclaims
beneficial ownership, (c) 134,676 shares owned by Parrish
Properties, an affiliate of Mr. Parrish, (d) 40,537 shares owned
by Mr. Parrish, and (e) 396 shares held for Mr. Parrish's benefit
and owned by the 401(k) Plan, as to which Mr. Parrish disclaims
beneficial ownership. Mr. Parrish's address is P.O. Box 564,
Metter, Georgia 30439.
(11) Consists of 2,820 shares owned jointly by Mr. and Mrs. Robbins,
as to which voting and investment powers are shared, and 5,216
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 16,000 shares owned by Mr. Smith and 2,457 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.
- 10 -
<PAGE> 14
Footnotes (continued)
(13) Consists of (a) 4,446 shares owned by Mr. Williams, (b) 49,718
shares owned jointly by Mr. and Mrs. Williams, as to which voting
and investment powers are shared, and (c) 2,720 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) 2,320 shares owned by Mr. Wilson, (b) 96 shares
owned by Mr. Wilson's wife, as to which Mr. Wilson disclaims
beneficial ownership, and (c) 2,323 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, Crider,
Howard, Parrish and Smith. Mr. Parrish is a former Senior Vice President of
the Company and former Vice President of the Metter Bank.
PROPOSAL TWO
AMENDMENT OF THE ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company's Amended and Restated Articles of Incorporation presently
provide that the Company is authorized to issue 5,000,000 share of common stock
having a par value of $1.00 per share. The Board of Directors has recommended
that the number of authorized shares of common stock be increased from
5,000,000 to 10,000,000 shares. The additional shares of common stock for
which authorization is sought would be a part of the existing class of common
stock and, if and when issued, would have the same rights and privileges as the
shares of common stock now outstanding.
As of March 14, 1996, there were 2,661,711 shares of common stock issued
and outstanding. In addition, the Board of Directors anticipates that up to
340,420 shares of common stock will be issued in connection with the Company's
proposed acquisition of FNB Bancshares, Inc.
Although the Company currently has a sufficient number of shares of common
stock authorized and available for issuance in connection with the proposed
acquisition and for other purposes in the immediate future, the Board
recommends the increase to enable the Company to have additional
- 11 -
<PAGE> 15
shares available for possible issuance in connection with such general
corporate purposes as stock splits and stock dividends or the issuance of
shares for cash to raise equity capital or in connection with future business
acquisitions or employee benefits plans that may be adopted in the future. The
Board believes that additional authorized common stock will give the Company
greater flexibility and allow shares of common stock to be issued without the
expense and delay of a shareholders' meeting to authorize additional shares if
and when the need arises.
If the proposed amendment is adopted, the Company would be permitted to
issue the authorized shares without further shareholder approval, except to the
extent otherwise required by law, by Nasdaq or any other securities exchange on
which the common stock is listed at the time, or by the Company's Articles of
Incorporation. Shareholders do not have preemptive rights to subscribe for or
purchase additional shares of common stock.
Except as described above, the Company has no current plans, agreements or
arrangements for the issuance of the additional common stock. The additional
authorized shares would be available for issuance (subject to further
shareholder approval only as noted above) at such times and for such proper
corporate purposes as the Board of Directors may approve, including possible
future financing and acquisition transactions. Depending on the nature and
terms thereof, such transactions could enable the Board to render more
difficult or discourage an attempt to obtain control of the Company. For
example, the issuance of shares of common stock in a public or private sale,
merger or similar transaction would increase the number of the Company's
outstanding shares, thereby diluting the interest of a party seeking to take
over the Company. Furthermore, while the Company has no plans to implement
such a program, other companies have issued warrants or other rights to acquire
additional shares to holders of common stock to discourage or defeat stock
accumulation programs and acquisition proposals. If Proposal Two is adopted,
more common stock would be available for such purposes than is currently
available. Management currently knows of no intent or plan on the part of any
person or entity to gain control of the Company, and Proposal Two is not being
recommended in response to any such intent or plan or for the purpose of
inhibiting any action by any third party.
Issuances of additional shares of common stock, depending upon their
timing and circumstances, may dilute or increase earnings per share and may
decrease or increase book value per share of shares theretofore outstanding,
and the percentage ownership of the Company's outstanding stock by each
shareholder may be proportionately reduced as a result of a larger number of
outstanding shares.
If Proposal Two is adopted, the Company's Articles of Incorporation, as
in force and effect on the date hereof, will be amended by deleting Article 5
thereof in its entirety and by substituting in lieu thereof the following:
- 12 -
<PAGE> 16
"5.
(a) The Corporation shall have authority to issue ten million
(10,000,000) shares of common stock, $1.00 par value per
share."
THE BOARD OF DIRECTORS RECCOMENDS A VOTE FOR PROPOSAL TWO.
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, 1995. 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 4, 1996. Any
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.
- 13 -
<PAGE> 17
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 25, 1996
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 Community Room of the Statesboro
Mall branch of First Bulloch Bank & Trust, U. S. Highway 80 East, Statesboro,
Georgia, on Thursday, April 25, 1996, at 2:00 p.m., and at any adjournments
thereof, upon the proposals 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 FOLLOWING PROPOSALS:
<TABLE>
<S> <C>
PROPOSAL ONE: To elect the following nominees as directors of the Company:
CLASS II (to serve a term of three years until 1999): James Eli Hodges, C. Arthur Howard,
Lanier A. Hunnicutt, Joe P. Johnston and Harry S. Mathews
/ / FOR all nominees listed / / WITHHOLD AUTHORITY
above (except as indicated to vote for all
to the contrary below). nominees listed above.
INSTRUCTION: To withhold authority for any individual nominee, mark "FOR" above, but write that nominee's name here:
- ---------------------------------------------------------------------------------------------------------------------
PROPOSAL TWO: To amend the Company's Articles of Incorporation to increase the number of shares of authorized
common stock from 5,000,000 to 10,000,000.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
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 PROPOSALS ONE AND TWO.
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: _____________________, 1996
(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.
