<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996] For
the Fiscal year ended December 31, 1999
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from______ to_____
Commission file number 0-10853
-------
FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
GEORGIA 58-1458268
- ------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
40 NORTH MAIN STREET, STATESBORO, GEORGIA 30459
- ----------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 912-764-6611
------------
- --------------------------------------------------------------------------------
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
COMMON STOCK, $1.00 PAR VALUE
-----------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-K is not contained herein, and no disclosure will be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.[ ]
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock sold, or the average bid
and asked prices of such stock, as of a specified date within the past 60 days:
$78,112,815 (as of February 29, 2000).
- ------------------------------------
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Common Stock, $1.00 Par Value, 5,592,274 shares outstanding at February 29, 2000
- --------------------------------------------------------------------------------
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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 III directors expire in 2000; those of the Class I
directors expire in 2001; and those of the Class II directors expire in 2002.
The table set forth below shows for each director (a) his current
class and term of office, (b) his name, (c) his age at December 31, 1999, (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"),
First National Bank of Effingham (the "Effingham Bank") and Wayne National Bank
(the "Wayne 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, the
Effingham Bank and the Wayne Bank held by each of the persons listed below.
CLASS III
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. 51 1988 Vice President of the Company and
President and Chief Executive
Officer of the Metter Bank
J. Ashley Dukes(1) 58 1999 President, Dukes Drugs, Inc.
Larry D. Weddle(1) 59 1996 Retired District Sales Manager,
Purina Mills, Inc.; President,
Harvest Properties, Inc.
Alvin Williams(1) 72 1986 Retired Executive Vice President
of the Metter Bank
</TABLE>
<PAGE> 3
CLASS I
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(2) 61 1981 Chairman of the Board,
Bulloch Fertilizer Co., Inc.
A. M. Braswell, Jr.(1) 79 1981 Chairman of the Board, A.M.
Braswell, Jr. Food Company, Inc.
(Manufacturer of Preserves and
Other Condiments)
W. A. Crider, Jr.(2) 60 1986 Chairman of the Board,
Crider Poultry, Inc.
(Wholesale Poultry Processor)
Dan J. Parrish, Jr.(1,2) 64 1986 Owner, Candler Computers
(Computer Consulting)
</TABLE>
CLASS II
Current Term Expires in 2002
<TABLE>
<CAPTION>
Year First Positions with Company
Name Age Elected and Business Experience
- ---- --- ------- -----------------------
<S> <C> <C> <C>
James Eli Hodges 58 1981 President and Chief
Executive Officer of the
Company and of the Bulloch Bank
C. Arthur Howard(2) 58 1984 President, Claude Howard
Lumber Company, Inc.
Joe P. Johnston(1) 65 1981 Realtor
Harry S. Mathews(2) 48 1996 Private investor
</TABLE>
<PAGE> 4
CLASS II (CONTINUED)
Current Term Expires in 2002
<TABLE>
<CAPTION>
Year First Positions with Company
Name Age Elected and Business Experience
- ---- --- ------- -----------------------
<S> <C> <C> <C>
Douglas E. Wren 52 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>
Footnotes
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
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, 1999, (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 58 1981 President and Chief
Executive Officer of the
Company and of the Bulloch Bank
Julian C. Lane, Jr. 51 1985 Vice President of the
Company and President and
Chief Executive Officer of
the Metter Bank
</TABLE>
<PAGE> 5
EXECUTIVE OFFICERS (CONTINUED)
<TABLE>
<CAPTION>
Year Positions with the Company
First and the Bulloch or Metter
Name Age Elected Banks; Business Experience
- ---- --- ------- --------------------------
<S> <C> <C> <C>
Douglas E. Wren 52 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 35 1992 Secretary and Treasurer of
the Company; Vice President
and Secretary of the
Bulloch Bank
</TABLE>
Meetings and Committees of the Board
During the year ended December 31, 1999, the Company's Board of
Directors held seven meetings. During his term as a director during 1999, 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 1999.
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. The Compensation Committee met six times during 1999.
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, 1999, its executive officers, directors and greater than 10%
shareholders complied with all applicable Section 16(a) filing requirements,
except that Mr. Howard failed to file five reports covering ten transactions on
a timely basis and Mr. Wren failed to file two reports covering four
transactions on a timely basis.
<PAGE> 6
ITEM 11. EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation earned by the Company's Chief Executive Officer and its two other
executive officers who earned over $100,000 in salary and bonus in 1999.
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) Awards SARs Payouts Compensation
- -------- ---- ------ ----- --------------- ---------- ---- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James Eli 1999 $231,750 $41,222 -- $ 0 0 $ 0 $29,803(2)
Hodges, 1998 $225,000 $34,349 -- $ 0 0 $ 0 $26,669(3)
Chief 1997 $204,000 $ 0 -- $ 0 39,062.5(4) $ 0 $25,907(5)
Executive
Officer;
President
of the Company
and the
Bulloch Bank
Douglas E. 1999 $175,000 $24,142 -- $ 0 0 $ 0 $ 0
Wren, Vice
President of
the Company
and Executive
Vice President
of the Bulloch
Bank
Julian C. 1999 $130,000 $16,417 -- $ 0 0 $ 0 $25,606(6)
Lane, Jr. 1998 $125,000 $18,558 -- $ 0 0 $ 0 $24,266(7)
Vice President 1997 $115,000 $ 0 -- $ 0 25,000(4) $ 0 $23,805(8)
of the Company
and 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 $12,898 in Company contributions to Mr. Hodges' account under
the Company's 401(k) Plan and $16,905 in Company contributions to his
account under the Target Benefit Plan.
(3) 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.
(4) 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.
(5) 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.
(6) Includes $17,004 in Company contributions to Mr. Lane's account under
the Company's 401(k) Plan and $8,602 in Company contributions to his
account under the Target Benefit Plan.
<PAGE> 7
(7) 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.
(8) 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.
<PAGE> 8
AGGREGATED OPTION EXERCISES
IN FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options
Acquired Value Realized December 31, 1999 at December 31, 1999(1)
On Exercise -------------- ----------------- -------------------------
# $ Exercisable/Unexercisable Exercisable/Unexercisable
----------- -------------- ------------------------- -------------------------
Name
- ----
<S> <C> <C> <C> <C>
James Eli Hodges 0 $ 0 7,812.5/15,625 $9,180/$0
Julian C. Lane, Jr. 0 $ 0 5,000/10,000 $5,875/$0
</TABLE>
(1) The closing price of the Company's common stock, as reported by the
Nasdaq Stock Market on December 31, 1999 was $19.375 per share. The
value is calculated on the basis of the difference between the option
per share exercise price and $19.375 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
<PAGE> 9
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.
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 expired
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.
Compensation of Directors
During 1999, the following directors also served as directors of the
Bulloch Bank: Messrs. Anderson, Braswell, Hodges, Howard, Johnston, Mathews,
Parrish, and Wren. Also during 1999, the following directors served as
directors of the Metter Bank: Messrs. Hodges, Lane, Parrish and Williams.
Messrs. Hodges and Weddle served as directors of the Effingham Bank, and
Messrs. Hodges and Dukes served as directors of the Wayne Bank during 1999.
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 also a director of any of the Banks
is compensated in like manner for his services as a director of that Bank.
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.
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
<PAGE> 10
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 1999.
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 1999 in view of the
number and terms of the options it granted in 1997.
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 2000, Mr. Hodges received an increase in base salary
of approximately 4.0%.
<PAGE> 11
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, 1994 through December 31,
1999, 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.
<TABLE>
<CAPTION>
Data Points: 1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
First Banking Company of
Southeast Georgia 100 185 207 386 339 297
Independent Bank Index 100 122 155 235 246 222
Nasdaq Index 100 141 174 213 300 542
</TABLE>
<PAGE> 12
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On December 31, 1999, the Company had 1,673 shareholders of record.
The following table sets forth the number and percentage of outstanding shares
of stock beneficially owned as of December 31, 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 (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.
<TABLE>
<CAPTION>
Name of Number of Shares Percentage
Director Beneficially Owned Of Total
-------- ------------------ --------
<S> <C> <C>
E. Raybon Anderson 20,720(1) *
A. M. Braswell, Jr 12,900(2) *
W. A. Crider, Jr 217,444(3) 3.89
J. Ashley Dukes 102,260 1.83
James Eli Hodges 48,384(4) *
C. Arthur Howard 68,467(5) 1.22
Joe P. Johnston 16,911(6) *
Julian C. Lane, Jr 18,525(7) *
Harry S. Mathews 24,406(8) *
Dan J. Parrish, Jr 276,510(9) 4.94
Larry D. Weddle 24,341 *
Alvin Williams 91,439(10) 1.64
Douglas E. Wren 3,500 *
All Directors and Executive
Officers as a Group
(14 persons) 934,257(11) 16.71
</TABLE>
Footnotes to Stock Ownership Table
(1) Consists of 17,974 shares owned by Mr. Anderson and 2,746
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 54,402 shares owned by Mr. Crider and 163,042
shares owned by the Crider Family Trust.
(4) Consists of (a) 24,316 shares owned by Mr. Hodges, (b) 131
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) 16,095 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) 34,836 shares owned by Mr. Howard, (b) 6,594
shares owned by Mr. Howard's wife, as to which Mr. Howard
disclaims beneficial ownership and (c) 27,037 shares owned by
the Claude Howard Lumber Company, Inc., of which Mr. Howard
is President.
(6) Consists of 16,790 shares owned by Mr. Johnston and 121
shares owned by Mr. Johnston's wife, as to which Mr. Johnston
disclaims beneficial ownership.
<PAGE> 13
(7) Consists of 1,183 shares owned by Mr. Lane, 5,758 shares
owned jointly by Mr. and Mrs. Lane, as to which voting and
investment powers are shared, 6,584 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) 13,353 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) 198,345 shares
owned by Parrish Properties, an affiliate of Mr. Parrish and
(d) 64,290 shares owned by Mr. Parrish.
(10) Consists of (a) 8,508 shares owned by Mr. Williams, (b)
78,681 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.
(11) Includes shares as to which the persons in the group disclaim
beneficial ownership as indicated above.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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.
<PAGE> 14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FIRST BANKING COMPANY OF
SOUTHEAST GEORGIA
(Registrant)
Date: April 25, 2000 By: /s/ Dwayne E. Rocker
-----------------------------
DWAYNE E. ROCKER,
SECRETARY & TREASURER
