<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 31, 1999
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 22, 1999, 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, Metter Banking Company
and First National Bank of Effingham, 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 1999, and five of those directors (James Eli Hodges, C. Arthur
Howard, Joe P. Johnston, Harry S. Mathews, and Douglas E. Wren), 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 22, 1999
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 22, 1999, 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 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 15,
1999 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
March 31, 1999
<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 22, 1999, at 2:00 p.m., in the
Community Room of the Statesboro Mall branch of First Bulloch Bank & Trust
Company, 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 March 31, 1999. 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 proxyholders 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 15, 1999, 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 15, 1999, the
authorized common stock of the Company consisted of 10,000,000 shares, $1.00
par value (the "Stock"), of which 4,715,419 shares were issued, outstanding and
held of record by 1,152 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, if authority to vote for one or more director nominees
is withheld by a 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.
<PAGE> 5
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 II directors expire in 1999; those of the Class III
directors expire in 2000; and those of the Class I directors expire in 2001.
The Board of Directors proposes that James Eli Hodges, C. Arthur
Howard, Joe P. Johnston, Harry S. Mathews, and Douglas E. Wren 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, 1998, (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"),
Metter Banking Company (the "Metter Bank") and First National Bank of Effingham
(the "Effingham 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, the
Metter Bank, and the Effingham Bank held by each of the persons listed below.
-2-
<PAGE> 6
CLASS II - DIRECTOR NOMINEES
To Serve a Term of Three Years Until 2002
<TABLE>
<CAPTION>
Year First Positions with Company
Name Age Elected and Business Experience
- ---- --- ---------- -----------------------
<S> <C> <C> <C>
James Eli Hodges 57 1981 President and Chief Executive Officer
of the Company and of the Bulloch Bank
C. Arthur Howard(1) 57 1984 President, Claude Howard
Lumber Company, Inc.
Joe P. Johnston(2) 64 1981 Realtor
Harry S. Mathews(1) 47 1996 Private investor since April
1994; President, Statesboro Telephone
Company until April 1994
Douglas E. Wren 51 1998 Vice President of the Company and
Executive Vice President and Chief
Operating Officer of the Bulloch Bank
since October 1998; President and Chief
Operating Officer of First State
Corporation, Albany, Georgia from 1986
until April 1998; President and Chief
Executive Officer of First State Bank &
Trust Company, Albany, Georgia from 1986
until April 1998
</TABLE>
-3-
<PAGE> 7
CLASS III - CONTINUING DIRECTORS
Current Term Expires in 2000
<TABLE>
<CAPTION>
Year First Positions with Company
Name Age Elected and Business Experience
- ---- --- ---------- -----------------------
<S> <C> <C> <C>
Julian C. Lane, Jr. 50 1988 Vice President of the Company and
President and Chief Executive Officer
of the Metter Bank
Charles M. Robbins, Jr.(2) 78 1981 Retired Chairman of the Board,
Robbins Packing Company (Meat
Packing & Distribution)
Larry D. Weddle(2) 58 1996 Retired District Sales Manager,
Purina Mills, Inc.; President,
Harvest Properties, Inc.
Alvin Williams(2) 71 1986 Retired Executive Vice President of
the Metter Bank
</TABLE>
CLASS I - CONTINUING DIRECTORS
Current Term Expires in 2001
<TABLE>
<CAPTION>
Year First Positions with Company
Name Age Elected and Business Experience
- ---- --- ---------- -----------------------
<S> <C> <C> <C>
E. Raybon Anderson(1) 60 1981 Chairman of the Board, Bulloch
Fertilizer Co., Inc.
A. M. Braswell, Jr.(2) 78 1981 Chairman of the Board, A.M.
Braswell, Jr. Food Company, Inc.
(Manufacturer of Preserves and
Other Condiments)
W. A. Crider, Jr.(1) 59 1986 Chairman, Crider Poultry, Inc.
(Wholesale Poultry Processor)
Dan J. Parrish, Jr.(1,2) 63 1986 Owner, Candler Computers
(Computer Consulting)
</TABLE>
Footnotes
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
-4-
<PAGE> 8
Section 16(a) Beneficial Ownership Reporting Compliance
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, 1998, its executive officers, directors and greater than 10%
shareholders complied with all applicable Section 16(a) filing requirements,
except that Messrs. Anderson, Hodges, Howard and Robbins each filed one late
report with respect to one transaction, Mr. Lane filed two late reports each
with respect to one transaction, and Mr. Wren filed his initial report of
beneficial ownership late.
Meetings and Committees
During the year ended December 31, 1998, the Company's Board of
Directors held four meetings. During his term as a director during 1998, each
director attended at least 75% of (a) the total number of meetings of the
Company's Board of Directors and (b) the total number of meetings held by
committees of which he was a member.
The Audit Committee of the Company's Board of Directors reviews and
makes 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 1998.
The Compensation Committee of the Company's Board of Directors
recommends and reviews the compensation, including fringe benefits, of the
Company's senior management and directors. It also recommends nominees for
membership on the Board of Directors. The Committee has no formal procedure
whereby individual shareholders may submit recommendations of persons to be
considered as directors of the Company, but the 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 eight times during
1998.
Compensation of Directors
During 1998, the following directors and director nominees also served
as directors of the Bulloch Bank: Messrs. Anderson, Braswell, Hodges, Howard,
Johnston, Mathews, Parrish, Robbins, and Wren. Also during 1998, the following
directors and director nominees served as directors of the Metter Bank: Messrs.
Hodges, Lane, Parrish and Williams. Messrs. Hodges and Weddle also served as
directors of the Effingham Bank during 1998. Directors of the Company are
compensated separately for their services to the Company and to the Banks. Each
non-employee director of the Company is paid a retainer of $725 per quarter,
$300 per meeting of the Board of Directors, and $50 per meeting of the
committees of which he is a member. Payment of each of the meeting fees is
conditioned upon attendance at the meeting. Each non-employee director of the
Company who is
-5-
<PAGE> 9
also a director of any of the Banks is compensated in like manner for his
services as a director of that Bank.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED IN
PROPOSAL ONE.
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, 1998, (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 57 1981 President and Chief Executive Officer
of the Company and of the Bulloch Bank
Julian C. Lane, Jr. 50 1985 Vice President of the Company and
President and Chief Executive Officer
of the Metter Bank
Douglas E. Wren 51 1998 Vice President of the Company and
Executive Vice President and Chief
Operating Officer of the Bulloch
Bank; President and Chief Operating
Officer of First State Corporation,
Albany, Georgia from 1986 until April
1998; President and Chief Executive
Officer of First State Bank & Trust
Company, Albany Georgia from 1986
until April 1998
Dwayne E. Rocker 34 1992 Secretary and Treasurer of the
Company; Vice President and Secretary
of the Bulloch Bank
</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 1998.
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 1998 $225,000 $34,349 -- $ 0 0 $ 0 $ 26,669(2)
Chief Executive 1997 $204,000 $ 0 -- $ 0 39,062.5(3) $ 0 $ 25,907(4)
Officer; President 1996 $174,000 $59,272 -- $ 0 0 $ 0 $ 25,596(5)
of the Company
and the Bulloch
Bank
Julian C. Lane, Jr. 1998 $125,000 $18,558 -- $ 0 0 $ 0 $ 24,266(6)
Vice President of 1997 $115,000 $ 0 -- $ 0 25,000(3) $ 0 $ 23,805(7)
the Company and 1996 $100,000 $19,418 -- $ 0 0 $ 0 $ 23,746(8)
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 $12,276 in Company contributions to Mr. Hodges' account under
the Company's 401(k) Plan and $14,393 in Company contributions to his
account under the Target Benefit Plan.
(3) The options were granted on February 25, 1997 and vest in annual 20%
increments, with the first 20% being exercisable immediately on the
date of grant and the remaining increments becoming exercisable on
January 1, 1998, 1999, 2000 and 2001. At the close of business on
December 31, 1997, 1998, 1999 and 2000, 20% of any options that vested
but were not exercised during the calendar year expire, with the
remaining 80% of such options continuing in effect until December 31,
2001. The exercise price of the options was $15.04 per share on the
date of grant and increases by 10% with respect to all unexercised
options on each January 1 following the date of grant.
(4) Includes $13,787 in Company contributions to Mr. Hodges' account under
the Company's 401(k) Plan and $12,120 in Company contributions to his
account under the Target Benefit Plan.
(5) Includes $15,555 in Company contributions to Mr. Hodges' account under
the Company's 401(k) Plan and $10,041 in Company contributions to his
account under the Target Benefit Plan.
(6) Includes $17,053 in Company contributions to Mr. Lane's account under
the Company's 401(k) Plan and $7,213 in Company contributions to his
account under the Target Benefit Plan.
(7) Includes $17,458 in Company contributions to Mr. Lane's account under
the Company's 401(k) Plan and $6,347 in Company contributions to his
account under the Target Benefit Plan.
(8) Includes $18,215 in Company contributions to Mr. Lane's account under
the Company's 401(k) Plan and $5,531 in Company contributions to his
account under the Target Benefit Plan.
-7-
<PAGE> 11
AGGREGATED OPTION EXERCISES
IN FISCAL 1998 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Shares Securities Underlying Value of Unexercised
Acquired Unexercised Options at In-the-Money Options
On Exercise Value Realized December 31, 1998 at December 31, 1998(1)
----------- -------------- ----------------- -----------------------
Name # $ Exercisable/Unexercisable Exercisable/Unexercisable
---- --- --- ------------------------- -------------------------
<S> <C> <C> <C> <C>
James Eli Hodges 7,812.5 $62,188 0 / 23,437.5 $0 / $62,578
Julian C. Lane, Jr. 5,000 $39,800 0 / 15,000 $0 / $40,050
</TABLE>
(1) The closing price of the Company's common stock, as reported by the
Nasdaq Stock Market on December 31, 1998 was $22.75 per share. The
value is calculated on the basis of the difference between the option
per share exercise price and $22.75 per share, multiplied by the
number of shares of common stock underlying the option.
EMPLOYMENT AGREEMENTS
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
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 expired 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 is automatically 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. No such notice
has been given. If such notice is properly given, however, 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
-8-
<PAGE> 12
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.
As of April 9, 1996, Mr. Lane entered into an employment agreement
with the Company and the Metter Bank. The agreement provides for an annual base
salary of $100,000, which may be increased annually in such amounts as may be
determined by the Board of Directors. The initial term of the agreement expires
on April 9, 1999. All other provisions of the agreement, including provisions
regarding automatic renewal, termination, change of control payment and
non-competition, are the same as those contained in Mr. Hodges' agreement as
described above.
As of October 20, 1998, Mr. Wren entered into an employment agreement
with the Company and the Bulloch Bank. The agreement provides for an annual
base salary of $175,000, which may be increased annually in such amounts as may
be determined by the Board of Directors. The initial term of the agreement
expires on October 20, 2001. All other provisions of the agreement, including
provisions regarding automatic renewal, termination, change of control payment
and non-competition, are the same as those contained in Mr. Hodges' agreement
as described above.
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 15, 1999, the Company had 1,152 shareholders of record. The
following table sets forth the number and percentage of outstanding shares of
stock beneficially owned as of March 15, 1999 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, (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.
-9-
<PAGE> 13
<TABLE>
<CAPTION>
Name of Nominee Number of Shares Percentage
or Director Beneficially Owned Of Total
--------------- ------------------ --------
<S> <C> <C>
E. Raybon Anderson 20,315 (1) *
A. M. Braswell, Jr. 12,900 (2) *
W. A. Crider, Jr. 214,954 (3) 4.56%
James Eli Hodges 46,443 (4) *
C. Arthur Howard 67,712 (5) 1.44%
Joe P. Johnston 16,412 (6) *
Julian C. Lane, Jr. 21,193 (7) *
Harry S. Mathews 23,406 (8) *
Dan J. Parrish, Jr. 289,453 (9) 6.14%
Charles M. Robbins, Jr. 3,131 (10) *
Larry D. Weddle 23,853 *
Alvin Williams 90,439 (11) 1.92%
Douglas E. Wren 400 *
All Directors and Executive
Officers as a Group
(14 persons) 819,430 (12) 17.38%
</TABLE>
Footnotes to Stock Ownership Table
(1) Consists of 17,624 shares owned by Mr. Anderson and
2,691 shares owned by Mr. Anderson's wife, as to
which Mr. Anderson disclaims beneficial ownership.
(2) Consists of 10,650 shares owned by Mr. Braswell and
2,250 shares owned jointly by Mr. and Mrs. Braswell,
as to which voting and investment powers are shared.
(3) Consists of 53,302 shares owned by Mr. Crider and
161,652 shares owned by the Crider Family Trust.
(4) Consists of (a) 23,825 shares owned by Mr. Hodges,
(b) 129 shares owned by Mr. Hodges' wife, as to
which Mr. Hodges disclaims beneficial ownership, (c)
29 shares owned by Mr. Hodges as custodian for his
child, (d) 14,647 shares held for Mr. Hodges's
benefit and owned by the 401(k) Plan, as to which
Mr. Hodges disclaims beneficial ownership, and (e)
7,813 shares subject to vested options.
(5) Consists of (a) 34,755 shares owned by Mr. Howard,
(b) 6,613 shares owned by Mr. Howard's wife, as to
which Mr. Howard disclaims beneficial ownership and
(c) 26,344 shares owned by the Claude Howard Lumber
Company, Inc., of which Mr. Howard is President.
-10-
<PAGE> 14
(6) Consists of 16,290 shares owned by Mr. Johnston and
122 shares owned by Mr. Johnston's wife, as to which
Mr. Johnston disclaims beneficial ownership.
(7) Consists of 5,104 shares owned by Mr. Lane, 5,642
shares owned jointly by Mr. and Mrs. Lane, as to
which voting and investment powers are shared, 5,447
shares held for Mr. Lane's benefit and owned by the
401(k) Plan, as to which Mr. Lane disclaims
beneficial ownership, and 5,000 shares subject to
vested options.
(8) Consists of (a) 12,353 shares owned by Mr. Mathews,
(b) 2,750 shares owned by Mr. Mathews' wife, as to
which Mr. Mathews disclaims beneficial ownership,
and (c ) 8,303 shares owned by Mr. Mathews as
custodian for his children.
(9) Consists of (a) 11,100 shares owned jointly with Mr.
Parrish's wife, as to which voting and investment
powers are shared, (b) 2,775 shares owned by his
wife, as to which Mr. Parrish disclaims beneficial
ownership, (c) 210,431 shares owned by Parrish
Properties, an affiliate of Mr. Parrish, (d) 63,338
shares owned by Mr. Parrish, and (e) 1,809 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.
(10) Consists of 160 shares owned jointly by Mr. and Mrs.
Robbins, as to which voting and investment powers
are shared, and 2,971 shares owned by Mr. Robbins'
wife, as to which Mr. Robbins disclaims beneficial
ownership.
(11) Consists of (a) 8,508 shares owned by Mr. Williams,
(b) 77,681 shares owned jointly by Mr. and Mrs.
Williams, as to which voting and investment powers
are shared, and (c) 4,250 shares owned by Mr.
Williams' wife, as to which Mr. Williams disclaims
beneficial ownership.
(12) 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, Mathews and Parrish. Mr. Parrish is a former Senior Vice
President of the Company and former Vice President of the Metter Bank.
-11-
<PAGE> 15
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Company's Board of Directors is
comprised of E. Raybon Anderson, W. A. Crider, C. Arthur Howard, Harry S.
Mathews and Dan J. Parrish, Jr. Mr. Howard serves as Chairman. All members of
the Committee are non-employee directors.
The Committee generally is responsible for the Company's benefit plans
and for the compensation of Mr. Hodges, the Company's President. The Committee
is directly accountable for reviewing and monitoring compensation and benefit
plans and payment and awards under those plans for the Company's senior
officers, including the Chief Executive Officer and other senior officers. In
carrying out these responsibilities, the Committee reviews the design of all
compensation and benefit plans applicable to senior officers. In all of these
matters, the Committee's decisions are reviewed and ratified by the full Board
of Directors.
Base Salaries
The Chief Executive Officer, with the approval of the Committee,
annually sets the base salaries for all senior officers other than Mr. Hodges,
whose salary is established solely by the Committee. In each case, salaries are
based principally on a subjective review of the officer's individual
performance and degree of experience and are also designed to be competitive
with salaries paid to officers in similar positions in financial institutions
of comparable asset size.
Annual Incentives
One of the Committee's objectives in managing executive compensation
is to link directly a significant portion of senior officer pay to Company
performance. Senior officers are therefore eligible to receive bonuses based
upon the Company's achievement of annual earnings targets established by the
Committee. The Committee awarded the bonuses shown in the Summary Compensation
Table in view of the Company's achievement of these targets in 1998.
Long-term Incentives
On February 25, 1997, the Company adopted the First Banking Company of
Southeast Georgia 1997 Stock Option Plan (the "Plan"). The purpose of the Plan
is to reward executives for increasing the value of the Company stock, which it
accomplishes by providing Messrs. Hodges and Lane with opportunities to earn
and acquire additional ownership interests in the Company. The Committee did
not elect to grant additional options under the Plan in 1998 in view of the
number and terms of the options it granted in 1997.
-12-
<PAGE> 16
Benefits
In general, the benefit plans provided to key employees, such as
profit-sharing, life insurance and health care, are intended to provide an
adequate retirement income as well as financial protection against illness,
disability or death. Benefits offered to the named executive officers and other
executives are substantially the same as provided to all employees.
Chief Executive Officer Compensation
In determining the compensation of the Chief Executive Officer, the
Committee is guided by the terms of Mr. Hodges' employment agreement, the
Company's compensation philosophy as described in this report, the Committee's
subjective view of the Company's financial performance generally (including,
but not limited to, earnings, return on assets and return on equity) and
competitive practices. For 1999, Mr. Hodges received an increase in base salary
of approximately 3.0%.
Summary
The Company's executive compensation program encourages executives to
manage the Company profitably and to increase the value of the business to the
shareholders. By implementing annual and long-term incentives, we link
compensation to the Company's performance and increases in shareholder value.
The Committee believes this approach provides competitive compensation and is
in the best interest of the shareholders. The Committee will continue to
monitor the effectiveness of the executive compensation program and will
initiate changes as it deems appropriate.
Submitted by the Compensation Committee of the Board of Directors of
First Banking Company of Southeast Georgia.
E. Raybon Anderson
W. A. Crider
C. Arthur Howard
Harry S. Mathews
Dan J. Parrish, Jr.
PERFORMANCE GRAPH
The following graph indicates the Company's cumulative total return to
shareholders on a $100 investment from December 31, 1993 through December 31,
1998, as compared to cumulative total returns for the Nasdaq Stock Market index
and The Carson Medlin Company's Independent Bank Index, which consists of 20
independent community banks located in Florida, Georgia, North Carolina, South
Carolina, Tennessee and Virginia.
-13-
<PAGE> 17
<TABLE>
<CAPTION>
Data Points: 1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
First Banking Company of
Southeast Georgia 100 120 221 248 461 406
Independent Bank Index 100 119 151 191 280 296
Nasdaq Index 100 90 138 170 209 293
</TABLE>
-14-
<PAGE> 18
ACCOUNTING MATTERS
Deloitte & Touche LLP, 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, 1998. A representative of
Deloitte & Touche LLP 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,
1999. 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.
-15-
<PAGE> 19
FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1999
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 22, 1999, 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 PROPOSAL:
PROPOSAL ONE: To elect the following nominees as directors of the Company:
CLASS II (to serve a term of three years until 2002): James Eli Hodges,
C. Arthur Howard, Joe P. Johnston, Harry S. Mathews and Douglas E. Wren
[ ] 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:
- -------------------------------------------------------------------------------
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 PROPOSAL ONE.
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: _____________________, 1999 ---------------------------------
(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.
16
