GRAY COMMUNICATIONS SYSTEMS, INC.
P.O. BOX 48
ALBANY, GEORGIA 31702-0048
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 1998 Annual Meeting of Shareholders of Gray Communications Systems,
Inc. (the "Company") will be held at The Peachtree Insurance Center, The
Executive Board Room, 5th Floor, 4370 Peachtree Road, N.E., Atlanta, Georgia on
the 28th day of May, 1998 at 9:30 a.m., local time, for the following purposes:
(1) To elect eight directors to hold office until their successors
have been duly elected and qualified;
(2) To approve the appointment of Ernst & Young LLP as the
independent auditors of the Company and its subsidiaries for
the year ending December 31, 1998; and
(3) To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
Only holders of record of Class A Common Stock and Class B Common Stock
at the close of business on April 8, 1998 will be entitled to notice of and to
vote at this meeting or any adjournment or adjournments thereof. The transfer
books of the Company will not be closed.
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THIS MEETING IN ORDER THAT THE
PRESENCE OF A QUORUM BE ASSURED. ENCLOSED IS A FORM OF PROXY WHICH, IF YOU DO
NOT EXPECT TO ATTEND IN PERSON, YOU ARE URGED TO SIGN AND FORWARD TO THE
SECRETARY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.
By Order of the Board of Directors,
Robert A. Beizer
Secretary
Albany, Georgia
April 17, 1998
<PAGE>
GRAY COMMUNICATIONS SYSTEMS, INC.
P.O. BOX 48
ALBANY, GEORGIA 31702-0048
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 28, 1998
SOLICITATION AND REVOCABILITY OF PROXY
The enclosed proxy is solicited by the Board of Directors of Gray
Communications Systems, Inc. (the "Company") in connection with the Annual
Meeting of Shareholders to be held at The Peachtree Insurance Center, The
Executive Board Room, 5th Floor, 4370 Peachtree Road, N.E., Atlanta, Georgia on
the 28th day of May, 1998 at 9:30 a.m., local time, and at any adjournments
thereof.
The approximate date on which this Proxy Statement and form of proxy
are first being sent or given to shareholders is April 17, 1998.
You are requested to sign and complete the enclosed proxy and return it
in the enclosed envelope. Any person giving this proxy has the power to revoke
it at any time before it is exercised by delivering to the Company a written
instrument revoking it or a duly executed proxy bearing a later date. The proxy
will also be revoked if the person or persons executing it shall be present at
the meeting and elect to vote in person. If the proxy is not revoked or
suspended, the shares represented by the proxy will be voted as specified at the
meeting. All proxies received pursuant to this solicitation will be voted except
as to matters where authority to vote is specifically withheld and, where a
choice is specified as to the proposal, they will be voted in accordance with
such specification. If no instructions are given, the persons named in the proxy
solicited by the Board of Directors of the Company intend to vote for the
nominees for election as directors of the Company listed herein and for approval
of the proposal stated in the accompanying Notice and described herein.
The Board of Directors of the Company is not aware of any matter that
may come before the meeting other than the proposal stated in the accompanying
Notice and described herein. No director has informed management that he intends
to oppose any action to be taken at the meeting. If any other matter is properly
presented to the meeting for action, the individuals named in the proxy will
have discretionary authority to vote on such matter.
The cost of soliciting proxies will be borne by the Company, which may
reimburse brokers and others for their expenses incurred in obtaining voting
instructions from beneficial owners of Class A Common Stock, no par value (the
"Class A Common Stock"), and Class B Common Stock, no par value (the "Class B
Common Stock"), of the Company held of record by such brokers and others.
OUTSTANDING CAPITAL STOCK
The record date for shareholders entitled to vote at the meeting is the
close of business on April 8, 1998. At the close of business on that date, the
Company had issued and outstanding
1
<PAGE>
4,534,195 shares of Class A Common Stock and 3,404,494 shares of Class B Common
Stock, which constitute the only voting securities of the Company.
QUORUM AND VOTING
Only owners of record of the Class A Common Stock and Class B Common
Stock at the close of business on the record date will be entitled to vote at
this meeting. Each owner of record on the record date of Class A Common Stock is
entitled to 10 votes for each share of Class A Common Stock so held and each
owner of record on the record date of Class B Common Stock is entitled to one
vote for each share of Class B Common Stock so held. The presence, in person or
by proxy, of the holders of a majority of the votes entitled to be cast by the
holders of the outstanding shares of Class A Common Stock and Class B Common
Stock shall constitute a quorum at a meeting of the shareholders. Shares
represented by proxies that withhold authority to vote for a nominee for
director or indicate an abstention or a "broker non-vote" (i.e., shares
represented at the meeting held by brokers or shareholder nominees as to which
(i) instructions have not been received from the beneficial owners thereof or
persons entitled to vote such shares and (ii) the broker or nominee does not
have the discretionary voting power on a particular matter with respect to such
shares) will count as shares present and entitled to vote for purposes of
determining the presence of a quorum. Except with respect to the election of
directors, which is by a plurality of votes cast, other matters submitted to
shareholder vote will be approved if a quorum is present in person or by proxy
and a majority of the votes cast on a particular matter are cast in favor of
that matter. Abstentions and broker non-votes are not counted as votes cast on
any matter to which they relate.
ELECTION OF DIRECTORS
(ITEM ONE)
It is intended that the shares represented by the enclosed proxy will
be voted for the election of the eight nominees for director named in this
section unless otherwise specified. The eight director nominees listed below,
all of whom currently serve as directors, have been nominated to serve as
directors until the next annual election of directors and until their respective
successors are duly elected and qualified. If any nominee for director should
become unavailable, which is not anticipated, it is intended that such shares
subject to proxy will be voted for such substitute nominees as may be nominated
by the Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
ALL THE NOMINEES.
Nominees
Set forth below is certain information with respect to the nominees.
RICHARD L. BOGER Director Since 1991 Age: 51
Richard L. Boger has been President and Chief Executive Officer of
Export Insurance Services, Inc., an insurance organization, and a director of
CornerCap Group of Funds, a "Series" investment company since prior to 1992. Mr.
Boger is a member of the Executive Committee and he is Chairman of the
Management Personnel Committee of the Board of Directors.
2
<PAGE>
HILTON H. HOWELL, JR. Director Since 1993 Age: 36
Hilton H. Howell, Jr. has been President and Chief Executive Officer of
Atlantic American Corporation, an insurance holding company, since 1995 and
Executive Vice President from 1992 to 1995. He has been Executive Vice President
and General Counsel of Delta Life Insurance Company and Delta Fire and Casualty
Insurance Company since 1991, and Vice Chairman and Executive Vice President of
Bankers Fidelity Life Insurance Company and Georgia Casualty & Surety Company
since 1992. He has been a director, Vice President and Secretary of Bull Run
Corporation, a designer and manufacturer of dot matrix printers since 1994. He
is also a director of the following companies: Atlantic American Corporation,
Bankers Fidelity Life Insurance Company, American Independent Life Insurance
Company, Delta Life Insurance Company, Delta Fire and Casualty Insurance
Company, Georgia Casualty & Surety Company, American Southern Insurance Company,
and American Safety Insurance Company. Mr. Howell is a member of the Audit
Committee of the Board of Directors. He is the son-in-law of Mr. and Mrs. J.
Mack Robinson.
WILLIAM E. MAYHER, III Director Since 1990 Age: 59
William E. Mayher, III has been a neurosurgeon in Albany, Georgia since
prior to 1992. Dr. Mayher is a member of the Executive Committee and Management
Personnel Committee of the Board of Directors and has served as Chairman of the
Board of Directors since August 1993.
HOWELL W. NEWTON Director Since 1991 Age: 51
Howell W. Newton has been President and Treasurer of Trio Manufacturing
Co., a textile manufacturing company, since prior to 1992. Mr. Newton is
Chairman of the Audit Committee of the Board of Directors.
HUGH NORTON Director Since 1987 Age: 65
Hugh Norton has been President of Norco, Inc., an insurance agency,
since prior to 1992. He is a member of the Management Personnel Committee of the
Board of Directors.
ROBERT S. PRATHER, JR. Director Since 1993 Age: 53
Robert S. Prather, Jr. has been Executive Vice President-Acquisitions
of the Company since September 1996 and has been President, Chief Executive
Officer, and a director of Bull Run Corporation since prior to 1992. He is a
member of the Executive Committee and Management Personnel Committee of the
Board of Directors. He is a director of The Morgan Group, Inc. and Rawlings
Sporting Goods Company, Inc.
HARRIETT J. ROBINSON Director Since 1997 Age: 67
Mrs. Robinson has been a Director of Atlantic American Corporation
since 1989. She has also been a director of Delta Life Insurance Company and
Delta Fire and Casualty Insurance Company since 1967. Mrs. Robinson is the wife
of J. Mack Robinson.
J. MACK ROBINSON Director Since 1993 Age: 74
J. Mack Robinson has been President and Chief Executive Officer of the
Company since September 1996. He has been a director and Chairman of the Board
of Bull Run Corporation since March 1994, Chairman of the Board and President of
Delta Life Insurance Company and Delta Fire and Casualty Insurance Company since
1958, President of Atlantic American Corporation, an insurance holding company,
from 1988 until 1995 and Chairman of the Board since 1974. He is also a director
of the following companies: Bankers Fidelity Life Insurance
3
<PAGE>
Company, American Independent Life Insurance Company, Delta Life Insurance
Company, Delta Fire and Casualty Insurance Company, Georgia Casualty & Surety
Company, American Southern Insurance Company, and American Safety Insurance
Company. He is director emeritus of Wachovia Corporation. Mr. Robinson is a
member of the Executive Committee and Management Personnel Committee of the
Board of Directors.
Security Ownership of Directors, Executive Officers and Other Principal Holders
of the Company's Voting Securities
The following table sets forth certain information regarding the
ownership of Class A Common Stock and Class B Common Stock as of March 30, 1998
by (i) any person who is known to the Company to be the beneficial owner of more
than five percent of the Class A Common Stock or the Class B Common Stock, (ii)
all directors, (iii) all executive officers named in the Summary Compensation
Table herein and (iv) all directors and executive officers as a group.
<TABLE>
<CAPTION>
Combined
Voting Percent
Class A Common Stock Class B Common Stock of Common
Beneficially Owned Beneficially Owned Stock
------------------------------ ---------------------------- --------------------
Name Shares Percent Shares Percent
---- ------ ------- ------ -------
<S><C>
Robert A. Beizer - - 215 * *
Richard L. Boger (1) 14,559 * 13,736 * *
Joseph A. Carriere (1) 4,547 * 297 * *
William A. Fielder, III (1) 12,014 * 562 * *
Hilton H. Howell, Jr. (1),(2),(3)(4) 2,075,189 42.3% 15,000 * 39.6%
William E. Mayher, III (1) 9,000 * 15,000 * *
Howell W. Newton (1) 1,750 * 10,000 * *
Hugh Norton (1) 9,000 * 15,000 * *
Robert S. Prather, Jr. (2),(5) 1,860,883 37.9% 8,300 * 35.5%
Harriett J. Robinson (1),(2),(4),(6) 2,506,539 51.1% 16,600 * 47.8%
J. Mack Robinson (1),(2),(4),(7) 2,506,539 51.1% 16,600 * 47.8%
Thomas J. Stultz 1,500 * 656 * *
Bull Run Corporation (8) 1,715,099 34.9% - - 32.7%
The Capital Group
Companies, Inc. (9) - - 200,000 5.9% *
Citicorp(10) - - 372,258 10.9% *
Mario J. Gabelli (11) - - 737,500 21.7% 1.5%
Mellon Bank Corporation (12) - - 300,000 8.8% *
George H. Nader (13) 239,999 5.3% - - 4.9%
Shapiro Capital Management
Company, Inc. (14) 74,549 1.6% 950,545 27.9% 3.5%
Standish, Ayer and Wood,
Inc.(15) - - 296,300 8.7% *
All directors and executive
officers as a group (13
persons) (1)-(7) 2,767,393 56.2% 95,367 2.8% 52.7%
</TABLE>
4
<PAGE>
* Less than 1%.
(1) Includes options to purchase Class A Common Stock or Class B Common
Stock as follows: each of Messrs. Boger, Howell, Mayher, Newton, Norton
and Mrs. Robinson-7,500 shares of Class B Common Stock; Mr.
Carriere-3,750 shares of Class A Common Stock; Mr. Fielder-10,500
shares of Class A Common Stock.
(2) Includes 1,340,099 shares of Class A Common Stock owned by Bull Run
Corporation and 375,000 warrants to purchase Class A Common Stock by
Bull Run Corporation as described in footnote (8) below, because
Messrs. Howell, Prather and Robinson are directors and officers of Bull
Run Corporation and Messrs. Prather and Robinson are principal
shareholders of Bull Run Corporation and Mrs. Robinson is the spouse of
Mr. Robinson and, as such, may be deemed to have the right to vote or
dispose of such shares. Each of Messrs. Howell, Prather, Robinson and
Mrs. Robinson disclaims beneficial ownership of the shares owned by
Bull Run Corporation.
(3) Includes 39,050 shares of Class A Common Stock owned by Mr. Howell's
wife, over which he disclaims beneficial ownership. Excludes 65,000
Class A shares held in trust for Mr. Howell's wife.
(4) Includes as to Messrs. Robinson and Howell and Mrs. Robinson, an
aggregate of 297,540 shares of Class A Common Stock owned by certain
companies of which Mr. Howell is an officer and director and Mr.
Robinson is an officer, director and a principal or sole shareholder.
(5) Includes 150 shares of Class A Common Stock owned by Mr. Prather's
wife, over which he disclaims beneficial ownership.
(6) Includes an aggregate of 230,250 shares of Class A Common Stock owned
by Mrs. Robinson's husband directly. Does not include warrants owned by
Mrs. Robinson's husband and certain of his affiliates to purchase
shares of Class A Common Stock which are vested but are not exercisable
within 60 days. See "Issuance of Preferred Stock and Warrants." Mrs.
Robinson's address is 4370 Peachtree Road, NE, Atlanta, Georgia 30319.
(7) Includes an aggregate of 263,650 shares of Class A Common Stock owned
by Mr. Robinson's wife directly and as trustee for their daughters,
over which he disclaims beneficial ownership. Does not include warrants
owned by Mr. Robinson and certain of his affiliates to purchase shares
of Class A Common Stock which are vested but are not exercisable within
60 days. Does not include 500 shares of Series B Preferred stock none
of which is voting or convertible owned by Mr. Robinson and certain of
his affiliates. See "Issuance of Preferred Stock and Warrants." Mr.
Robinson's address is 4370 Peachtree Road NE, Atlanta, Georgia 30319.
(8) Owned by Bull Run Corporation through its wholly-owned subsidiary,
DataSouth Computer Corporation. Includes warrants to purchase 375,000
shares of Class A Common Stock which are exercisable within 60 days.
Does not include 1,000 shares of Series A Preferred Stock and 500
shares of Series B Preferred Stock none of which is voting or
convertible. Does not include warrants to purchase shares of Class A
Common Stock which are vested, but are not exercisable within 60 days.
See "Issuance of Preferred Stock and Warrants." The address of Bull Run
Corporation is 4370 Peachtree Road NE, Atlanta, Georgia 30319.
(9) This information was furnished to the Company on a Schedule 13G filed
by The Capital Group Companies, Inc. and Capital Guardian Trust
Company. Capital Guardian Trust Company, a wholly owned subsidiary of
The Capital Group Companies, Inc., is the beneficial owner of these
shares as a result of its serving as the investment manager of various
institutional accounts, but has authority to vote only 66,000 Class B
shares. The address of The Capital Group Companies, Inc. and Capital
Guardian Trust Company is 333 South Hope Street, Los Angeles,
California 90071.
(10) This information was furnished to the Company on a Schedule 13G filed
by Citicorp and Citibank, N.A. Citibank, N.A., a wholly-owned
subsidiary of Citicorp, beneficial owner of these shares. Citibank,
N.A. reported it has sole voting power with respect to 115,505 of such
shares and it shares voting power with respect to 125,335 of such
shares. Citibank, N.A. has sole investment power with respect to 31,155
of such shares and it shares investment power with respect to 341,103
of such shares. The address of Citicorp and Citibank, N.A. is 399 Park
Avenue, New York, New York 10043.
(11) This information was furnished to the Company on a Schedule 13D filed
by Gabelli Funds, Inc. and also by Mario J. Gabelli and various
entities which he directly or indirectly controls or for which he acts
as chief investment officer. The Schedule 13D reports the beneficial
ownership as follows: Gabelli Funds, Inc.-340,000 shares; GAMCO
Investors, Inc.-375,500 shares; and Gabelli International
Limited-22,000 shares. Mr. Gabelli is deemed to have beneficial
ownership of all of the securities listed. Gabelli Funds, Inc. is
deemed to have beneficial ownership of all of the shares. GAMCO
Investors, Inc. only has the authority to vote 353,500 of the Class B
shares beneficially held by it. The address of Mr. Gabelli and Gabelli
Funds, Inc. is One Corporate Center, Rye, New York 10580.
(12) This information was furnished to the Company on a Schedule 13G filed
by Mellon Bank Corporation. The Dreyfus Corporation, a subsidiary of
Mellon Bank Corporation, is the beneficial owner of these shares of
Class B Common Stock as the result of its serving as an investment
adviser. The address of Mellon Bank Corporation is One Mellon Bank
Center, Pittsburgh, Pennsylvania 15258.
(13) Mr. Nader's address is P.O. Box 271, 1011 Fifth Avenue, West Point,
Georgia 31833.
(14) This information was furnished to the Company on a Schedule 13G filed
by Shapiro Capital Management Company, Inc., an investment adviser, and
also by Samuel R. Shapiro, President, Director and majority shareholder
of Shapiro Capital Management Company, Inc. The address of Shapiro
Capital Management Company, Inc. is 3060 Peachtree Road NW, Atlanta,
Georgia 30306.
(15) This information was furnished to the Company on a Schedule 13G filed
by Standish, Ayer & Wood, Inc., One Financial Center, Boston,
Massachusetts 02111-2662.
5
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
directors, executive officers and persons who own more than ten percent of a
registered class of a company's equity securities to file with the Securities
and Exchange Commission ("SEC") initial reports of ownership (Form 3) and
reports of changes in ownership (Forms 4 and 5) of such class of equity
securities. Officers, directors and greater than ten percent shareholders of the
Company are required by SEC regulation to furnish the Company with copies of all
such Section 16(a) reports that they file.
To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company during the year ended December 31, 1997,
all Section 16(a) filing requirements applicable to its officers, directors and
ten percent beneficial owners were met.
Directors Committees and Meetings
Four meetings of the Board of Directors were held during the year ended
December 31, 1997. Each director of the Company attended at least 75% of the
aggregate of (i) all meetings of the Board of Directors and (ii) all meetings of
committees of the Board of Directors of which he or she was a member, during the
year ended December 31, 1997. In addition to the Executive Committee, the Board
of Directors has a Management Personnel Committee and an Audit Committee. The
Audit Committee is comprised of Messrs. Howell and Newton. The functions
performed by the Audit Committee include review of the affairs of the Company
with its independent auditors in determining whether in the professional opinion
of such auditors, the accounts are currently and accurately kept and the
condition of the Company corresponds therewith, as well as whether officers and
employees of the Company have provided adequate cooperation and assistance to
the Company's independent auditors for the purpose of making its determination.
The Audit Committee held two meetings during 1997.
The Management Personnel Committee is comprised of Messrs. Boger,
Norton, Mayher, Prather and Robinson. Among its functions is to make
recommendations with respect to executive salaries, bonuses and compensation and
to serve as the nominating committee with respect to the principal officers and
other committees of the Board of Directors, as well as making nominations
respecting membership of the Board of Directors of the Company. The Management
Personnel Committee will consider recommendations for nominees for directorship
submitted by shareholders. Shareholders wishing to recommend director candidates
for consideration by the Management Personnel Committee may do so by writing to
the Secretary of the Company, giving the candidate's name, biographical data and
qualifications. The Management Personnel Committee met four times during the
year ended December 31, 1997.
Director's Compensation
Directors who are not employed by the Company received an annual fee of
$10,000 for the year ended December 31, 1997. Non-employee directors are paid
$500 for attendance at meetings of the Board of Directors and $500 for
attendance at meetings of committees of the Board. Committee chairmen, not
employed by the Company, receive a fee of $800 for each meeting they attend. Any
outside director who served as Chairman of the Board for the year ended December
31, 1997 received an annual retainer of $15,000. Outside directors are paid
6
<PAGE>
40% of the usual fee arrangement for attending any special meeting of the Board
of Directors or any committee thereof conducted by telephone.
In addition, the Company has a Non-Qualified Stock Option Plan for
non-employee directors that currently provides for the annual grant of options
to purchase up to 7,500 shares of Class B Common Stock at a price per share
equal to the market price at the time of grant. Such options are exercisable
until the end of the first month following the close of the Company's fiscal
year.
EXECUTIVE COMPENSATION
The following table sets forth a summary of the compensation of the
Company's President and Chief Executive Officer and the other executive officers
whose annual compensation exceeded $100,000 during the year ended December 31,
1997 (the "named executives").
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
Annual Compensation Awards
------------------- ----------------------
Securities
Restricted Underlying
Name and Stock Options All Other
Principal Position Year Salary Bonus Awards SARs (#) Compensation
------------------ ---- ------ ----- ------ -------- ------------
<S> <C> <C> <C>
J. Mack Robinson, 1997 - - - 50,000(2) 14,620(3)
President, Chief 1996(1) - - - 7,500(4) 9,300(3)
Executive Officer
and a Director
Robert S. Prather, Jr., 1997 - - - 50,000(2) 14,620(3)
Executive Vice 1996(1) - - - 7,500(4) 8,800(3)
President-Acquisitions
and a Director
Thomas J. Stultz, 1997 187,000 25,000 - 15,000(2) 59,199(7)
Vice President, 1996(6) 152,788 150,000 - - -
President-Publishing
Division
Joseph A. Carriere, 1997 187,000 - - 5,000(2) 6,245(8)
Vice President- 1996 172,692 100,000 - - 5,698(8)
Television 1995 115,075 65,847 - 3,750(5) 878(8)
William A. Fielder, III 1997 145,000 20,000 - 15,000(2) 11,027(9)
Vice President and 1996 135,000 100,000 - - 10,568(10)
Chief Financial 1995 106,050 21,000 - 3,000(5) 9,407(11)
Officer
Robert A. Beizer, 1997 210,000 - - 7,000(2) 6,619(12)
Vice President-Law & 1996(6) 169,231 - - 15,000(2) -
Development
- -----------------
</TABLE>
7
<PAGE>
(1) Mr. Robinson and Mr. Prather became officers of the Company in
September 1996.
(2) Represents stock options to purchase Class B Common Stock under the
Company's 1992 Long Term Incentive Plan.
(3) Represents compensation paid for services rendered as a member of the
Company's Board of Directors.
(4) Represents stock options to purchase Class B Common Stock under the
Company's Non-employee Director Stock Option Plan.
(5) Represents stock options to purchase Class A Common Stock under the
Company's 1992 Long Term Incentive Plan.
(6) Mr. Stultz and Mr. Beizer joined the Company in February 1996.
(7) $54,700, $3,596 and $903 represent payments or accruals by the Company
for relocation income, matching contributions to the 401(k) plan and
long term disability premiums, respectively.
(8) $4,000 and $2,245 represent payments or accruals by the Company in 1997
for matching contributions to the 401(k) plan and term life insurance
premiums, respectively. $3,750 and $1,948 represent payments or
accruals by the Company in 1996 for matching contributions to the
401(k) plan and term life insurance premiums, respectively. $878
represents payments by the Company in 1995 for term life insurance
premiums.
(9) $5,765, $4,000, $623 and $639 represent payments or accruals by the
Company for supplemental retirement benefits, matching contributions to
the 401(k) plan, term life insurance premiums and long term disability
premiums, respectively.
(10) $5,765, $3,750, $414 and $639 represent payments or accruals by the
Company for supplemental retirement benefits, matching contributions to
the 401(k) plan, term life insurance premiums and long term disability
premiums, respectively.
(11) $5,765, $2,625, $378 and $639 represent payments or accruals by the
Company for supplemental retirement benefits, matching contributions to
the 401(k) plan, term life insurance premiums and long term disability
premiums, respectively.
(12) $4,000 and $2,619 represent payments or accruals by the Company for
matching contributions to the 401(k) plan and long term disability
premiums, respectively.
Stock Options Granted
The following table contains information on stock options granted by
the Company during the year ended December 31, 1997. Under the Company's 1992
Long Term Incentive Plan (the "Incentive Plan"), all officers and key employees
are eligible for grants of stock options and other stock-based awards. Options
granted are exercisable over a three-year period beginning on the second
anniversary of the grant date and expire one month after termination of
employment. The total number of shares issuable under the Incentive Plan is not
to exceed 600,000 shares of which 200,000 are Class A Common Stock and 400,000
are Class B Common Stock, subject to adjustment in the event of any change in
the outstanding shares of such stock by reason of a stock dividend, stock split,
recapitalization, merger, consolidation or other similar changes generally
affecting shareholders of the Company.
The Incentive Plan is administered by the Incentive Plan Committee
which consists of members of the Management Personnel Committee of the Board of
Directors who are not eligible for selection as participants under the Incentive
Plan. The Incentive Plan is intended to provide additional incentives and
motivation for the Company's employees. The Incentive Plan Committee, by
majority action thereof, is authorized in its sole discretion to determine the
individuals to whom the benefits will be granted, the type and amount of such
benefits and the terms thereof; and to prescribe, amend and rescind rules and
regulations relating to the Incentive Plan, among other things.
8
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value
at Assumed Annual Rates
Number of of Stock Price Appreciation
Securities % of Total for Option Term (2)
Underlying Options Granted Exercise or ---------------------------
Options to Employees in Base Price Expiration
Name Granted(1) Fiscal Year ($/Share) Date 5% ($) 10% ($)
---- ---------- ----------- --------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert A. Beizer 7,000 2.3 18.75 02/12/2002 36,262 80,129
Joseph A. Carriere 5,000 1.6 25.50 09/25/2002 35,226 77,840
William A. Fielder, III 15,000 4.9 25.50 09/25/2002 105,678 233,520
Robert S. Prather, Jr. 50,000 16.3 25.50 09/25/2002 352,259 778,400
J. Mack Robinson 50,000 16.3 25.50 09/25/2002 352,259 778,400
Thomas J. Stultz 15,000 4.9 25.50 09/25/2002 105,678 233,520
</TABLE>
- ------------------------------
(1) Represents options to purchase Class B Common Stock.
(2) Amounts reported in these columns represent amounts that may be realized
upon exercise of options immediately prior to the expiration of their
term assuming the specified compounded rates of appreciation (5% and 10%)
on the Class B Common Stock over the term of the options. These numbers
are calculated based on rules promulgated by the SEC and do not reflect
the Company's estimate of future stock price growth. Actual gains, if
any, on stock option exercises and Class B Common Stock holdings are
dependent on the timing of such exercise and the future performance of
the Class B Common Stock. There can be no assurance that the rates of
appreciation assumed in this table can be achieved or that the amounts
reflected will be received by the option holder.
Stock Options Exercised
The following table sets forth information about unexercised stock
options held by the named executives. No stock options were exercised by such
executives in 1997.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
Value of Value of
Class of Closing Exercisable Unexercisable
Common Exercisable Unexercisable Exercise Price In-the-Money In-the-Money
Name Stock Options Options Price @12/31/97 Options Options
---- ----- ------- ------- ----- -------- ------- -------
<S> <C> <C> <C> <C> <C>
J. Mack Robinson Class B 7,500 - $15.88 $25.75 $ 74,063 $ -
Class B - 50,000 $25.50 $25.75 - 12,500
-------------- ----------------- ------------ -----------
7,500 50,000 $ 74,063 $ 12,500
============== ================= ============ ===========
Robert S. Prather, Jr. Class B 7,500 - $15.88 $25.75 $ 74,063 $ -
Class B - 50,000 $25.50 $25.75 - 12,500
-------------- ----------------- ------------ -----------
7,500 50,000 $ 74,063 $ 12,500
============== ================= ============ ===========
Robert A. Beizer Class B - 15,000 $15.88 $25.75 $ - $148,125
Class B - 7,000 $18.75 $25.75 - 49,000
-------------- ----------------- ------------ -----------
- 22,000 $ - $197,125
============== ================= ============ ==========
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Value of Value of
Class of Closing Exercisable Unexercisable
Common Exercisable Unexercisable Exercise Price In-the-Money In-the-Money
Name Stock Options Options Price @12/31/97 Options Options
---- ----- ------- ------- ----- -------- ------------ -------
<S> <C> <C> <C> <C> <C>
Joseph A. Carriere Class A 3,750 - $13.33 $26.25 $ 48,450 $ -
Class B - 5,000 $25.50 $25.75 - 1,250
-------------- ----------------- -------------- -------------
3,750 5,000 $ 48,450 $ 1,250
============== ================= ============== =============
Thomas J. Stultz Class B - 15,000 $25.50 $25.75 $ - $ 3,750
============== ================= ============== =============
William A. Fielder, Class A 7,500 - $9.67 $26.25 $124,375 $ -
III Class A 3,000 - $13.33 $26.25 38,750 -
Class B - 15,000 $25.50 $25.75 - 3,750
-------------- ----------------- -------------- -------------
10,500 15,000 $163,125 $ 3,750
============== ================= ============== =============
</TABLE>
Supplemental Pension Plan
The Company has entered into agreements with certain key employees to
provide these employees with supplemental retirement benefits. The benefits are
disbursed after retirement in contractually predetermined payments of equal
monthly amounts over the employee's life, or the life of a surviving eligible
spouse, for a maximum of 15 years. The Company maintains life insurance coverage
on these individuals in adequate amounts to fund the agreements.
Retirement Plan
The Company sponsors a defined benefit pension plan, intended to be tax
qualified, for certain of its employees and the employees of any of its
subsidiaries which have been designated as participating companies under the
plan. A participating employee who retires on or after attaining age 65 and who
has completed five years of service upon retirement may be eligible to receive
during his lifetime, in the form of monthly payments, an annual pension equal to
(i) 22% of the employee's average earnings for the highest five consecutive
years during the employee's final 10 years of employment multiplied by a factor,
the numerator of which is the employee's years of service credited under the
plan before 1994 and the denominator of which is the greater of 25 or the years
of service credited under the plan, plus (ii) .9% of the employee's monthly
average earnings for the highest five consecutive years in the employee's final
10 years of employment added to .6% of monthly average earnings in excess of
Social Security covered compensation, and multiplied by the employee's years of
service credited under the plan after 1993, with a maximum of 25 years minus
years of service credited under (i) above. For participants as of December 31,
1993, there is a minimum benefit equal to the projected benefit under (i) at
that time. For purposes of illustration, pensions estimated to be payable upon
retirement of participating employees in specified salary classifications are
shown in the following table:
10
<PAGE>
PENSION PLAN TABLE
Years of Service
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Remuneration(1) 10 15 20 25 30 35
-- -- -- -- -- --
$ 15,000 $ 1,332 $ 1,992 $ 2,652 $ 3,312 $ 3,300 $ 3,300
25,000 2,220 3,320 4,420 5,520 5,500 5,500
50,000 4,937 7,137 9,337 11,537 11,000 11,000
75,000 7,757 11,057 14,357 17,657 16,500 16,500
100,000 10,577 14,977 19,377 23,777 22,000 22,000
150,000 16,217 22,817 29,417 36,017 33,000 33,000
200,000 18,977 27,777 36,577 45,377 38,133 38,971
250,000
and above 19,992 29,638 39,284 48,930 41,799 42,717
</TABLE>
(1) Five-year average annual compensation.
Employees may become participants in the plan, provided that they have
attained age 21 and have completed one year of service. Average earnings are
based upon the salary paid to a participating employee by a participating
company. Pension compensation for a particular year as used for the calculation
of retirement benefits includes salaries, overtime pay, commissions and
incentive payments received during the year and the employee's contribution to
the Capital Accumulation Plan (as defined). Pension compensation for 1997
differs from compensation reported in the Summary Compensation Table in that
pension compensation includes any annual incentive awards received in 1997 for
services in 1996 rather than the incentive awards paid in 1998 for services in
1997. The maximum annual compensation considered for pension benefits under the
plan in 1997 was $150,000.
As of December 31, 1997, officers of the Company with full years of
actual credited service in this plan are Mr. Fielder-six years; Mr.
Carriere-three years; and Messrs. Beizer and Stultz - one year.
Capital Accumulation Plan
Effective October 1, 1994, the Company adopted the Gray Communications
Systems, Inc. Capital Accumulation Plan (the "Capital Accumulation Plan") for
the purpose of providing additional retirement benefits for substantially all
employees. The Capital Accumulation Plan is intended to meet the requirements of
Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code").
Contributions to the Capital Accumulation Plan are made by the
employees of the Company. The Company matches a percentage of each employee's
contribution which does not exceed 6% of the employee's gross pay. The
percentage match is declared by the Board of Directors before the beginning of
each Capital Accumulation Plan Year and was made with a contribution of the
Class A Common Stock through the year ended December 31, 1996 and thereafter
will be made with Class
11
<PAGE>
B Common Stock. The percentage match declared for the year ended December 31,
1997 was 50%. The Company matching contributions vest based upon an employee's
number of years of service, over a period not to exceed five years.
Employment Contracts and Termination of Employment
Robert A. Beizer and the Company entered into an employment agreement
dated February 12, 1996, for a two-year term which automatically extends for
three successive one-year periods, subject to certain termination provisions.
The agreement provides that Mr. Beizer shall be employed as Vice President-Law
and Development of the Company with an initial annual base salary of $200,000
and a grant of options to purchase 15,000 shares of Class A Common Stock with an
exercise price of $19.375 per share under the Incentive Plan at the inception of
his employment. In December, 1996, the Board of Directors approved an amendment
to Mr. Beizer's contract which replaces this option with the grant of an option
to purchase 15,000 shares of Class B Common Stock with an exercise price of
$15.875 per share. The amended Agreement provides that Mr. Beizer's base salary
shall be increased yearly based upon a cost of living index and he will receive
non-qualified options to purchase 7,000 shares of Class B Common Stock annually
during the term of the agreement at an exercise price per share equal to the
fair market value of the Class B Common Stock on the date of the grant.
Accordingly, on February 12, 1997, he was granted an option to purchase an
additional 7,000 shares of Class B Common Stock at $18.75 and on February 12,
1998, he was granted an option to purchase an additional 7,000 shares of Class B
Common Stock at $24.125. All options granted are exercisable over a three-year
period beginning upon the second anniversary of the grant date. If there is a
"change of control" of the Company, Mr. Beizer will be paid a lump sum amount
equal to his then current base salary for the remaining term of the agreement
and will be granted any remaining stock options to which he would have been
entitled. For purposes of the agreement, "change of control" is defined as any
change in the control of the Company that would be required to be reported in
response to Item 6(e) of Schedule 14A promulgated under the Securities Exchange
Act of 1934. Mr. Beizer has agreed that during the term of his agreement and for
two years thereafter, he will be subject to certain non-competition provisions.
The Management Personnel Committee recommended, and Mr. Beizer agreed,
to amend his employment contract to provide for options for Class B Common Stock
rather than Class A Common Stock since it had converted the Company's matching
contribution under the Capital Accumulation Plan and the non-employee director
options to Class B Common Stock. In an effort to make all future options
consistent, the Management Personnel Committee has recommended that all future
officer and employee executive stock options entitle the holders thereof to
purchase Class B Common Stock.
MANAGEMENT PERSONNEL COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The goals of the Company's executive compensation program for 1996 were
to attract, retain, motivate and reward qualified persons serving as executive
officers. To achieve such goals the Company relies primarily on salaries,
bonuses, options and other compensation for each of the Company's executive
officers, except that the salary of Mr. Beizer is specified in his employment
agreement with the Company. Such determinations of the Management Personnel
Committee are reported to the full Board, which then has the opportunity to
consider or amend such determinations
12
<PAGE>
concerning the compensation payable to executive officers. In 1997, the full
Board approved the determinations of the Management Personnel Committee with
respect to compensation without making any changes thereto. The Management
Personnel Committee's policy for determining an executive's salary, bonus and
stock option grants is based on the responsibility of such executive, his or her
impact on the operations and profitability of the Company or the business unit
for which such executive has operating responsibility and the knowledge and
experience of such executive.
In 1997, the Management Personnel Committee utilized the foregoing
criteria to determine executive salaries, bonuses and option grants and such
salaries, bonuses and option grants are consistent with the foregoing policy. An
executive's annual bonus is based on a percentage of his or her annual base
salary. These considerations are subjective in nature and the Management
Personnel Committee does not assign relative weights thereto. For 1997, bonuses
ranged from 0% to 14% of an executive's base salary. Whether or not a bonus is
in fact earned by an executive is linked to the attainment, by the Company or
the business unit for which such executive has operating responsibility, of
predetermined operating profit targets based on budgeted operating revenues
(which is an objective analysis) and the individual's contribution to the
Company or the business unit (which is a subjective analysis). The operating
profit targets are approved annually by the Management Personnel Committee. When
measuring an executive's individual contribution and performance, the Management
Personnel Committee examines quantitative factors, as well as qualitative
factors that necessarily involve a subjective judgment by the Management
Personnel Committee. In making such subjective determination, the Management
Personnel Committee does not base its determination on any single performance
factor nor does it assign relative weights to factors, but considers a mix of
factors, including evaluations of superiors, and evaluates an individual's
performance against such mix in absolute terms in relation to other executives
at the Company. In deciding whether or not to grant an option to an individual
and in determining the number of shares subject to an option so granted, the
Management Personnel Committee takes into account subjective considerations,
including the level of such executive's position and the individual's
contribution to the Company. Although the Management Personnel Committee
believes that its compensation structure is similar to that of other comparable
communications companies, it did not specifically compare such structure with
that of other companies in 1997.
Mr. Robinson does not receive any salary from the Company as Chief
Executive Officer, however he was awarded options for the purchase of up to
50,000 shares of Class B Common Stock in recognition of the Company's overall
performance, record of increase in shareholder value, success in meeting
strategic objectives and the Chief Executive Officer's personal leadership and
accomplishments.
Submitted by Management Personnel Committee of the Board of Directors
Richard L. Boger, Chairman
William E. Mayher, III
Robert S. Prather, Jr.
Hugh Norton
J. Mack Robinson
13
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Richard L. Boger, William E. Mayher, III, Robert S. Prather, Jr., Hugh
Norton and J. Mack Robinson are the members of the Management Personnel
Committee. Messrs. Robinson and Prather are President and Chief Executive
Officer and Executive Vice President-Acquisitions of the Company, respectively.
Gray Kentucky Television, Inc., a subsidiary of the Company ("Gray
Kentucky"), is a party to a rights sharing agreement with Host Communications,
Inc. ("Host") and certain other parties not affiliated with the Company,
pursuant to which the parties agreed to exploit Host's rights to broadcast and
market certain University of Kentucky football and basketball games and related
activities. Pursuant to such agreement, Gray Kentucky is licensed to broadcast
certain University of Kentucky football and basketball games and related
activities. Under this agreement, Gray Kentucky also provides Host with
production and certain marketing services and Host provides accounting and
various marketing services. During the year ended December 31, 1997, the Company
received approximately $200,000 from this joint venture. See "Certain
Relationships and Related Transactions" for a description of certain
relationships between Messrs. Prather and Robinson and the Company, Bull Run
Corporation, Host and CSP (as defined below).
Bull Run Corporation currently owns 51.5% of the outstanding common stock
of Capital Sports Properties, Inc. ("CSP"). CSP's assets consist of all of the
outstanding preferred stock of Host and 49.0% of Host's outstanding common
stock. Bull Run Corporation's direct common equity ownership in Host, plus Bull
Run Corporation's indirect common equity ownership in Host through its
investment in CSP, was 30.2% as of December 31, 1997. Robert S. Prather, Jr.,
Executive Vice President-Acquisitions and a member of the Company's Board of
Directors, is a member of the Board of Directors of both CSP and Host.
The Company's Board of Directors approved payments to Bull Run
Corporation of a finders fee of approximately $400,000 in connection with the
acquisition of all of the assets of WITN-TV, an NBC affiliate in Washington,
N.C., which was due and included in accounts payable at December 31, 1997. The
Company paid a $58,000 finders fee to Bull Run Corporation in connection with
the acquisition of the common stock of Gulf Link Communications, Inc. in 1997.
On February 13, 1998, the Company signed a definitive purchase agreement to
acquire all of the outstanding capital stock of Busse Broadcasting Corporation
("Busse"). The purchase price is approximately $112.0 million plus Busse's cash
and cash equivalents less Busse's indebtedness including its 11 5/8% Senior
Secured Notes due 2000. Busse owns and operates three VHF television stations:
KOLN-TV, the CBS affiliate operating on Channel 10 in the
Lincoln-Hastings-Kearney, Nebraska television market, and its satellite station,
KGIN-TV, the CBS affiliate operating on Channel 11 serving Grand Island,
Nebraska: and WEAU-TV, the NBC affiliate operating on Channel 13 serving the Eau
Claire-La Crosse, Wisconsin market. The purchase of Busse is subject to FCC
approval. The acquisition is expected to close on or before September 1, 1998.
In connection with the proposed purchase of Busse, the Company will pay Bull Run
Corporation, a finders fee equal to 1% of the purchase price, none of which was
due and included in accounts payable at December 31, 1997.
J. Mack Robinson, President of the Company serves on the Compensation
Committee of Bull Run Corporation. Mr. Robinson and Robert S. Prather, Jr.,
President of Bull Run Corporation and Vice President-Acquisitions of the Company
serve on the Compensation Committee of the Company.
14
<PAGE>
Issuance of Preferred Stock and Warrants
The Company paid cash dividends on the Series A Preferred Stock of
$800,000 to Bull Run Corporation in 1997. Bull Run Corporation is the only owner
of the Series A Preferred Stock of the Company. In addition, the Company issued
thirty shares of Series B Preferred Stock to Bull Run Corporation and thirty
shares of Series B Preferred Stock pro rata to Mr. Robinson and certain
affiliates as dividends on the Series B Preferred Stock in 1997. Each share of
Series B Preferred Stock is valued at $10,000 per share.
PERFORMANCE GRAPHS
The following graphs compare the cumulative total shareholder return of
the Company's Class A Common Stock for the period from December 1992 and Class B
Common Stock for the period from September 1996 (when the Company's Class B
Common Stock first became publicly traded) to December 31, 1997 as compared to
stock market total return indexes for (i) the New York Stock Exchange and (ii)
the New York Stock Exchange Industry Index based upon the Television
Broadcasting Stations Standard Industrial Classification Code. In July 1995, the
Class A Common Stock was listed on The New York Stock Exchange. The graph
assumes that $100 was invested in the Class A Common Stock and Class B Common
Stock in each such index on December 1992 and September 1996, respectively, and
all dividends were reinvested.
[Performance Graph appears here with the following plot points]
<TABLE>
<CAPTION>
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
(In Dollars)
<S> <C> <C> <C> <C> <C> <C>
Gray Communications Systems, Inc. $100.00 $121.31 $134.22 $222.11 $235.46 $328.70
Class A Common Stock
NYSE Market Index $100.00 $113.54 $111.33 $144.36 $173.90 $228.78
NYSE Television Broadcasting $100.00 $131.03 $101.82 $121.18 $134.78 $175.93
Stations Industry Index
</TABLE>
ASSUMES $100 INVESTED ON DEC. 31, 1992
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1997
15
<PAGE>
[Performance Graph appears here with the following plot points]
<TABLE>
<CAPTION>
9/25/96 12/31/96 12/31/97
-------- -------- --------
(In Dollars)
<S> <C> <C> <C>
Gray Communications Systems, Inc. $100.00 87.29 132.74
Class B Common Stock
NYSE Market Index $100.00 106.91 140.66
NYSE Television Broadcasting $100.00 97.87 127.75
Stations Industry Index
</TABLE>
ASSUMES $100 INVESTED ON SEPT. 25, 1996
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1997
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
J. Mack Robinson, President, Chief Executive Officer and a director of
the Company, is Chairman of the Board of Bull Run Corporation and the beneficial
owner of approximately 28.8% of the outstanding shares of common stock, par
value $.01 per share ("Bull Run Common Stock"), of Bull Run Corporation
(including certain shares as to which such beneficial ownership is disclaimed by
Mr. Robinson). Robert S. Prather, Jr., Executive Vice President-Acquisitions and
a director of the Company, is President, Chief Executive Officer and a director
of Bull Run Corporation and the beneficial owner of approximately 13.0% of the
outstanding shares of Bull Run Common Stock (including certain shares as to
which such beneficial ownership is disclaimed by Mr. Prather). Mr. Prather is
also a member of the Board of Directors of CSP and Host. Hilton H. Howell, Jr.,
a director of the Company, is Vice President, Secretary and a director of Bull
Run Corporation. See "Compensation Committee Interlocks and Insider
Participation" for a description of certain business relationships between the
Company and Messrs. Prather and Robinson, Host, CSP and Bull Run Corporation.
APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS OF COMPANY
(ITEM TWO)
The Board of Directors has appointed Ernst & Young LLP, certified public
accountants, as independent auditors of the Company and its subsidiaries for the
year ending December 31, 1998. The appointment of this firm was recommended to
the Board by the Audit Committee.
Ernst & Young LLP has served the Company and its subsidiaries in this
capacity since 1967. The firm has advised the Company that neither the firm nor
any of its partners holds any direct financial interest or any material indirect
financial interest in the Company or any of its subsidiaries in the capacity of
promoter, underwriter, voting trustee, director, officer or employee.
16
<PAGE>
One or more representatives of Ernst & Young LLP will be present at this
year's Annual Meeting of Shareholders, will have an opportunity to make a
statement if he or she desires to do so, and will be available to respond to
appropriate questions.
The Board of Directors recommends the appointment of Ernst & Young LLP as
independent auditors for the Company. If the appointment is not approved by a
majority of the votes cast at the meeting on this proposal, the appointment of
independent auditors will be reconsidered by the Board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
SELECTION OF AUDITORS.
OTHER INFORMATION
All information contained in this Proxy Statement relating to the
occupations and security holdings of directors and officers of the Company is
based upon information received from the individual directors and officers.
SHAREHOLDER PROPOSALS FOR PRESENTATION AT NEXT ANNUAL MEETING
Any proposal of a shareholder of the Company to be presented at the next
Annual Meeting of the Shareholders of the company must be received by the
Secretary of the Company at the address set forth below on or before January 16,
1999 for inclusion in the Company's proxy statement and form of proxy relating
to that meeting.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
Robert A. Beizer
Secretary
Dated: April 17, 1998
P.O. Box 48
Albany, Georgia 31702-0048
17
<PAGE>
********************************************************************************
APPENDIX
PROXY
GRAY COMMUNICATIONS SYSTEMS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned does hereby constitute and appoint WILLIAM E. MAYHER, III
and J. MACK ROBINSON and each of them with power of substitution to each, the
proxies of the undersigned to vote all shares of GRAY COMMUNICATIONS SYSTEMS,
INC. which the undersigned may be entitled to vote at the Annual Meeting of its
stockholders to be held on May 28, 1998, at 9:30 a.m., local time, and at any
adjournment or adjournments thereof upon the matters described in the
accompanying Proxy Statement and upon any other business that may properly
come before the meeting or adjournment thereof. Said proxies are directed to
vote or to refrain from voting as checked below upon the following matters, and
otherwise in their discretion upon other matters in connection with the
following or otherwise as may properly come before the meeting or any
adjournment thereof.
(Continued on the other side)
(arrow) FOLD AND DETACH HERE (arrow)
<PAGE>
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS
PLEASE MARK [X]
YOUR VOTES AS
INDICATED IN
THIS EXAMPLE
1. Election of eight (8) Directors as listed below.
Nominees: Richard L. Boger, Hilton H. Howell, Jr., William E. Mayher, III,
Howell W. Newton, Hugh Norton, Robert S. Prather, Jr.,
Harriett J. Robinson and J. Mack Robinson.
FOR (all
except as WITHHOLD
listed below) AUTHORITY
[ ] [ ]
INSTRUCTIONS: To refrain from voting on any individual nominee, write that
nominee's name on the space provided below.)
- ---------------------------------------
2. Proposal to approve the appointment of Ernst & Young LLP as independent
auditors of the Company and its subsidiaries for the year ending
December 31, 1998.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
UNLESS OTHERWISE SPECIFIED ABOVE, THIS PROXY
SHALL BE VOTED "FOR" EACH OF THE PROPOSALS.
-----
|
|
|
|
Signature(s) __________ Signature(s)______________ Date _____________ , 1998
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
(arrow) FOLD AND DETACH HERE (arrow)
