<PAGE>
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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
PAB BANKSHARES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
PAB BANKSHARES, INC.
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
PAB BANKSHARES, INC.
3102 NORTH OAK STREET EXTENSION
VALDOSTA, GEORGIA 31602
(912) 242-7758
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 1997
----------------
To the Shareholders of PAB Bankshares, Inc.:
The Annual Meeting of Shareholders (the "Annual Meeting") of PAB Bankshares,
Inc. (the "Company") will be held at the offices of The Park Avenue Bank, 3102
North Oak Street Extension, Valdosta, Georgia 31602 on Monday, April 28, 1997
at 11:00 a.m., for the following purposes:
a. To elect four members to the Board of Directors to serve three year
terms expiring at the Annual Meeting of Shareholders in 2000 (Proposal
1).
b. To amend the Articles of Incorporation to delete a super-majority voting
requirement to amend the Articles of Incorporation (Proposal 2).
c. To amend the Articles of Incorporation to increase the number of
authorized shares of common stock (Proposal 3).
d. To amend the Articles of Incorporation to authorize the issuance of
shares of preferred stock (Proposal 4).
e. To consider such other business as may properly come before the Annual
Meeting or any adjournments thereof.
The Board of Directors has set March 19, 1997 as the record date for the
Annual Meeting. Only shareholders of record at the close of business on the
record date will be entitled to notice of and to vote at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE PROPOSALS AS
MORE PARTICULARLY DESCRIBED IN THE ATTACHED PROXY STATEMENT.
YOUR PROXY IS IMPORTANT. WHETHER OR NOT A SHAREHOLDER PLANS TO ATTEND THE
ANNUAL MEETING, PLEASE VOTE BY MARKING THE PROPOSAL, SIGNING AND MAILING THE
PROXY TO THE COMPANY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE.
YOUR PROXY MAY BE REVOKED, IF YOU CHOOSE, AT ANY TIME PRIOR TO THE VOTE BEING
TAKEN AT THE ANNUAL MEETING.
By Order of the Board of Directors
[SIG CUT]
R. Bradford Burnette
President
<PAGE>
PAB BANKSHARES, INC.
-----------------------
PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held April 28, 1997
PROXY SOLICITATION AND VOTING
General
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Proxies from the shareholders of PAB
Bankshares, Inc. (the "Company") for use at the Annual Meeting of Shareholders
(the "Annual Meeting").
The Company's business is to provide banking services to individuals
and businesses through its two commercial bank subsidiaries, The Park Avenue
Bank in Valdosta, Georgia and Farmers & Merchants Bank in Adel, Georgia, and its
savings bank subsidiary, First Federal Savings Bank of Bainbridge in Bainbridge,
Georgia (the three banking subsidiaries are collectively referred to herein as
the "Banks"). Unless otherwise indicated by the context, the term "Company"
shall refer to PAB Bankshares, Inc. and its subsidiaries.
The enclosed Proxy is for use at the Annual Meeting if a shareholder
is unable to attend the Annual Meeting in person or wishes to have his shares
voted by Proxy, even if he attends the Annual Meeting. Any Proxy may be revoked
by the person giving it at any time before its exercise, by notice to the
Secretary of the Company, by submitting a Proxy having a later date, or by such
person appearing at the Annual Meeting and electing to vote in person. All
shares represented by valid Proxies received pursuant to this solicitation and
not revoked before their exercise, will be voted in the manner specified
therein. If a Proxy is signed and no specification is made, the shares
represented by the Proxy will be voted in favor of the Proposals described in
this Proxy and in accordance with the best judgment of the persons exercising
the Proxy with respect to any other matters properly presented for action at the
Annual Meeting.
This Proxy Statement and the enclosed Proxy are being mailed to the
Company's shareholders on or about March 28, 1997.
<PAGE>
Record Date and Outstanding Shares
The Board of Directors has set March 19, 1997 as the record date for
the Annual Meeting. Only shareholders of record at the close of business on the
record date will be entitled to notice of and to vote at the Annual Meeting. As
of the record date, there were 2,817,250 shares of common stock of the Company
issued and outstanding.
Quorum and Voting Rights
A quorum for the transaction of business at the Annual Meeting
consists of the holders of the majority of the outstanding shares of common
stock of the Company entitled to vote at the Annual Meeting present in person or
represented by Proxy.
Each share of common stock of the Company is entitled to one vote on
each matter to come before the Annual Meeting. Proposal 1 requires the
affirmative vote of a plurality of the shares of common stock of the Company
present in person or represented by Proxy. Proposal 2 requires the affirmative
vote of two-thirds of the outstanding shares of common stock of the Company
entitled to vote in person or by Proxy. Assuming Proposal 2 is approved, then
Proposals 3 and 4 would require the affirmative vote of a majority of the
outstanding shares of common stock of the Company entitled to vote in person or
by proxy. In the event Proposal 2 is not approved, Proposals 3 and 4 would
require the affirmative vote of two-thirds of the outstanding shares of common
stock of the Company entitled to vote in person or by proxy.
Solicitation of Proxies
In addition to this solicitation by mail, the officers and employees
of the Company and the Banks without additional compensation, may solicit
Proxies in favor of the Proposals, if deemed necessary, by personal contact,
letter, telephone or other means of communication. Brokers, nominees and other
custodians and fiduciaries will be requested to forward Proxy solicitation
material to the beneficial owners of the shares of common stock of the Company
where appropriate, and the Company will reimburse them for their reasonable
expenses incurred in connection with such transmittals. The costs of
solicitation of Proxies for the Annual Meeting will be borne by the Company.
-2-
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL 1)
General
The members of the Board of Directors of the Company are elected by
the shareholders. The directorships of the Company are divided into three
classes, with the members of each class serving three year terms, and the
shareholders of the Company elect one class annually. The Board of Directors
presently consists of 11 members with one vacancy as a result of the resignation
of Steven A. Underwood, who was seriously injured in an automobile accident in
May 1996.
The Board of Directors has nominated four persons for election as
directors of the Company at the Meeting to serve three year terms which will
expire in 2000. The terms of the other directors of the Company who are not up
for election will continue as indicated below. All of the nominees are
presently directors of the Company. Each nominee has agreed to his nomination
and to serve as a director, if elected. If for any reason any nominee should
become unable or unwilling to accept nomination or election, persons voting the
Proxies will vote for the election of another nominee designated by the Board of
Directors. Management of the Company has no reason to believe that any nominee
will not serve, if elected.
Set forth below is information about each nominee for election to a
term as a director expiring in 2000, and each incumbent director whose term of
office expires in 1998 or 1999.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1 TO ELECT AS DIRECTORS
THE NOMINEES NAMED BELOW.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS FOR THREE YEAR TERMS EXPIRING IN
- --------------------------------------------------------------------------------
2000
- ----
James L. Dewar, Sr., age 85, has been Chairman of the Board of the
Company since 1982. Mr. Dewar, Sr. has been Chairman of the Board of The Park
Avenue Bank since 1967, Chairman of the Board of Farmers & Merchants Bank since
1986, and a director of First Federal Savings Bank of Bainbridge since 1995.
Mr. Dewar, Sr. has been involved in the banking business for the past 39 years.
C. Larry Wilkinson, age 50, has been a director of the Company since
1986, a director of The Park Avenue Bank since 1986, and a director of Farmers &
-3-
<PAGE>
Merchants Bank since 1986. Mr. Wilkinson became Executive Vice President of the
Company in 1997 and was Executive Vice President and Chief Financial Officer of
The Park Avenue Bank from 1990 to 1997. Previously he had been Senior Vice
President of The Park Avenue Bank from 1983 to 1990. Mr. Wilkinson has more
than 29 years experience in the banking business.
Joe P. Singletary, Jr., age 57, has been a director of the Company
since 1989 and has been a director of The Park Avenue Bank since 1989. Mr.
Singletary is an executive officer and an owner of Sing Bros., Inc., and has
more than 26 years experience in the gasoline business.
Walter W. Carroll, II, age 48, has been a director of the Company
since 1989 and has been a director of The Park Avenue Bank since 1989. Mr.
Carroll is an executive officer and an owner of Sunset Farm Foods, Inc., and has
more than 25 years experience in the meat processing business.
MEMBERS OF THE BOARD OF DIRECTORS WHOSE TERMS EXPIRE IN 1998
- ------------------------------------------------------------
James L. Dewar, Jr., age 54, has been a director of the Company since
1982 and has been a director of The Park Avenue Bank since 1969. Mr. Dewar,
Jr. is president of Dewar Properties, Inc. and Dewar Realty, Inc. and has been
involved in real estate development, construction and management for the past 26
years.
D. Ramsay Simmons, Jr., age 65, has been a director of the Company
since 1995, and has been a director of First Federal Savings Bank of Bainbridge
since 1968. He has been chairman of the board of directors of First Federal
Savings Bank of Bainbridge since 1985. Mr. Simmons is president of Elberta
Crate and Box Company since 1976.
F. Ferrell Scruggs, age 58, has a been a director of the Company since
1989 and has been a director of The Park Avenue Bank since 1989. Mr. Scruggs is
the chairman of the Scruggs Company, and has more than 35 years experience in
the construction business.
MEMBERS OF THE BOARD OF DIRECTORS WHOSE TERMS EXPIRE IN 1999
- ------------------------------------------------------------
R. Bradford Burnette, age 57, has been President and a director of the
Company since 1982. Mr. Burnette was the Chief Executive Officer of The Park
Avenue Bank from 1990 to 1997, was the President from 1983 to 1990, and was
Executive Vice President from 1968 to 1982. He has been a director of The Park
-4-
<PAGE>
Avenue Bank since 1968, a director of the Farmers & Merchants Bank since 1986
and a director of First Federal Savings Bank of Bainbridge since 1995. Mr.
Burnette has more than 31 years experience in the banking business.
John H. Clark, age 59, has served as a director of the Company since
1995. Mr. Clark is chief executive officer and a director of Southwest Georgia
Bank in Moultrie, Georgia since 1978.
William S. Cowart, age 42, has been a director of the Company since
1990 and has been a director of The Park Avenue Bank since 1990. Mr. Cowart has
been President since 1990 and became Chief Executive Officer in 1997 of The Park
Avenue Bank. Previously, Mr. Cowart served as president of the First Union
National Bank, Valdosta, Georgia in 1989 and in other capacities since 1976.
Thompson Kurrie, Jr., age 48, has been a director of the Company since
1989 and has been a director of The Park Avenue Bank since 1989. Mr. Kurrie is
a partner with the law firm of Coleman, Talley, Newbern, Kurrie, Preston &
Holland where he has practiced law since 1985. Mr. Kurrie is also a certified
public accountant having previously served as a partner in the accounting firm
of Coopers & Lybrand from 1976 to 1983.
There are no family relationships between any of the directors or
executive officers of the Banks, except James L. Dewar, Jr., is the son of James
L. Dewar, Sr.
Meetings of the Board of Directors
- ----------------------------------
The Board of Directors of the Company had twelve meetings during the
1996 fiscal year.
The Board of Directors has an Audit Committee and a Compensation
Committee. The Audit Committee consists of two members and had twelve meetings
during the 1996 fiscal year. The Audit Committee reviews the scope and timing
of the audit services of the Company's independent accountants and any other
services such accountants are asked to perform, their report on the Company's
financial statements following completion of their audit and the Company's
policies and procedures with respect to internal accounting and financial
controls. The Compensation Committee consists of four members and had one
meeting during the 1996 fiscal year. The Compensation Committee reviews and
recommends to the Board of Directors the compensation and benefits of all
officers of the Company, and reviews general policy matters relating to
compensation and benefits of employees of the Company.
-5-
<PAGE>
Executive Compensation
- ----------------------
The following table sets forth a summary of the compensation paid to
or accrued on behalf of the chief executive officer and the other executive
officers of the Company whose aggregate compensation exceeded $100,000 for
services rendered during fiscal years 1996, 1995 and 1994.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
-------------------------------------------- ------------
Securities
Name and Other Annual Underlying All Other
Principal Fiscal Compensation Options Compensation
Position Year Salary ($) Bonus ($) ($)(1) (#) ($)(2)
-------- ------ ---------- --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
R. Bradford 1996 149,532 35,926 16,550 20,000 54,230
Burnette, 1995 133,600 25,947 15,700 0 25,079
President of the 1994 113,713 22,645 9,700 0 31,685
Company
William S. Cowart 1996 98,100 24,165 8,550 14,000 18,632
President of The 1995 96,100 18,659 7,050 0 16,143
Park Avenue Bank 1994 89,496 17,905 5,950 0 10,310
C. Larry Wilkinson 1996 82,350 18,137 11,100 14,000 20,897
Executive Vice 1995 87,100 15,549 9,300 0 20,266
President of the
Company
</TABLE>
(1) The reported amount consists of director's fees. Compensation does not
include any perquisites and other personal benefits which may be derived
from business-related expenditures that in the aggregate do not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus reported for
such person.
(2) The reported amount consists of the Bank's contribution to a Profit Sharing
Plan, Section 401(K) Plan, and amounts accrued under a Salary Continuation
Plan.
The following table sets forth certain information regarding the grant
of stock options in the 1996 fiscal year to the persons named in the Summary
Compensation Table and the value of options held by such persons at the end of
such fiscal year.
-6-
<PAGE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants
Number of Securities % of Total Options
Underlying Options Granted to Employees Exercise or Base
Table Granted (#) in Fiscal Year Price ($/Sh) Expiration Date
----- -------------------- -------------------- ---------------- ----------------
<S> <C> <C> <C> <C>
R. Bradford Burnete 20,000 28% 12.50 February 26, 2006
William S. Cowart 14,000 19% 12.50 February 26, 2006
C. Larry Wilkinson 14,000 19% 12.50 February 26, 2006
</TABLE>
The following table sets forth certain information regarding the
exercise of stock options in the 1996 fiscal year by the persons named in the
Summary Compensation Table and the value of options held by such persons at the
end of such fiscal year.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End (#) at FY-End ($)
Shares Acquired
Name on Exercise (#) Value Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- --------------- ------------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
R. Bradford Burnette 0 0 20,000/0 177,500/0
William S. Cowart 0 0 0/14,000 0/124,250
C. Larry Wilkinson 0 0 0/14,000 0/124,250
</TABLE>
Director Compensation
The directors of the Company are paid directors' fees of $3,000 per
annum plus $300 for their service at meetings of the Board of Directors and $100
for their service at meetings of committees of the Board of Directors. The
directors of The Park Avenue Bank and the directors of Farmers & Merchants Bank
receive directors fees of $1,000 per annum. The directors of The Park Avenue
Bank and the directors of Farmers & Merchants Bank receive $100 for their
service at meetings of the Board of Directors or committees thereof. The
directors of the First Federal Savings Bank of Bainbridge receive directors'
fees of $2,400 per annum and $250 for their service at meetings of the Board of
Directors.
-7-
<PAGE>
Directors Deferred Stock Purchase Plan
- --------------------------------------
On April 18, 1994, the Company's shareholders approved the Directors
Deferred Stock Purchase Plan (the "Director Plan"), which provides that a
director of the Company or any subsidiary may elect to receive shares of common
stock of the Company in lieu of the cash compensation otherwise payable as
director's fees for services as a member of the Board of Directors or any
committee thereof. The shares of common stock issuable to an electing director
shall be issued on January 15 following each fiscal year in a whole number
(rounded down) resulting from the amount of such director's fees (or a portion
thereof as determined by such director) for such previous fiscal year divided by
100% of the fair market value of the common stock as of January 1 of such
previous fiscal year. The Board of Directors shall determine the fair market
value of the common stock as soon as practicable following January 1 of each
fiscal year. The Board of Directors has determined that the fair market value
of the common stock of the Company as of January 1, 1997 is $21.375 per share
for purposes of calculations for the 1997 fiscal year under the Director Plan.
The Director Plan covers 50,000 shares of common stock, which may be authorized
for issuance and delivery thereunder. The Director Plan shall remain in effect
for five years (through January 15, 1999) or until termination by the Board,
whichever occurs first. The Director Plan is administered by the Board of
Directors of the Company. The Company has issued 6,692 shares of common stock,
in the aggregate, to 23 electing directors under the Director Plan for fiscal
year 1996.
Salary Continuation Plan
- -------------------------
Effective January 1, 1994, the Company adopted a Salary Continuation
Plan for the benefit of executive employees of the Company. While the Salary
Continuation Plan is to be funded from the general assets of the Company, life
insurance policies are required for the purpose of serving as the primary
funding source. As of December 31, 1996, the cash values of these policies were
$1,927,428 and liability accrued for benefits payable under the Salary
Continuation Plan was $169,364.
Employee Stock Option Plan
- --------------------------
On April 18, 1994, the Company's shareholders approved the 1994
Employee Stock Option Plan (the "Employee Plan"), which provides for the
purchase of options to purchase shares of common stock to the employees of the
Company. The Employee Plan serves as an employee incentive and encourages the
continued employment of key personnel by facilitating their purchase of an
equity interest in the Company. The Employee Plan is administered by the Board
of Directors of the Company, which has the authority to select recipients,
designate the number of shares to be covered by each option, and, subject to
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<PAGE>
certain restrictions, specify the terms of the options. The Employee Plan
provides for the granting of both "incentive stock options" and "nonqualified
stock options". The exercise price for each incentive stock option granted
under the Employee Plan shall in no event be less than 100% of the fair market
value of common stock of the Company on the date of grant and no incentive stock
option shall be exercisable after the expiration of ten years from the date of
grant. The Employee Plan covers 200,000 shares of common stock, which may be
authorized for issuance and delivery by the exercise of options granted
thereunder. The Company granted 72,000 options, in the aggregate, to eight
employees under the Employee Plan in fiscal year 1996.
Compliance with Section 16(a) of the Securities and Exchange Act of 1934.
- ------------------------------------------------------------------------
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's officers and directors, and persons who own 10% or more of the
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. Officers,
directors and 10% or more stockholders are required by the Securities and
Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company, during fiscal year 1996, all directors,
officers or 10% shareholders complied with all Section 16(a) filing
requirements.
-9-
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the
shares of the Company's common stock owned as February 28, 1997 (i) by each
person who beneficially owns more than 5% of the shares of the Company's common
stock, (ii) by each of the Company's directors, and (iii) by all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
Number of Percentage
Name of Beneficial Owner(1) Shares Ownership(2)
- --------------------------- ------------- ------------
<S> <C> <C>
James L. Dewar, Sr.(3) 276,836(4) 9.8%
R. Bradford Burnette 123,170(5) 4.3
John H. Clark 230 *
Walter W. Carroll, II 35,197(6) 1.2
William S. Cowart 11,585(7) *
James L. Dewar, Jr.(3) 323,808(8) 11.5
Thompson Kurrie, Jr. 8,841 *
F. Ferrell Scruggs 53,887(9) 1.9
D. Ramsay Simmons, Jr. 15,586(10) *
Joe P. Singletary, Jr. 40,930(11) 1.4
C. Larry Wilkinson 35,436(12) 1.2
------- ----
All directors and executive officers as a
group (11 persons) 925,506 32.3%
</TABLE>
____________________
*Less than 1%.
(1) Except as otherwise indicated, the persons named in the above table have
sole voting and investment power with respect to all shares shown as
beneficially owned by them. The information as to beneficial ownership has been
furnished by the respective persons listed in the above table.
(2) Based on 2,817,250 shares outstanding as of February 28, 1997, and shares
underlying outstanding stock options or warrants exercisable within 60 days of
the record date are deemed to be outstanding for purposes of calculating the
percentage owned by a holder.
-10-
<PAGE>
(3) The address of Mr. Dewar, Sr. is 802 East Park Avenue, Valdosta, Georgia
31601; and the address of Mr. Dewar, Jr. is 905 Moss Way Drive, Valdosta,
Georgia 31602.
(4) Includes 61,496 held in the name of Mr. Dewar, Sr.'s wife, of which Mr.
Dewar, Sr. disclaims beneficial ownership.
(5) Includes 2,745 shares held in the name of Mr. Burnette's wife, of which Mr.
Burnette disclaims beneficial ownership. Includes 35,000 vested stock options
granted to Mr. Burnette.
(6) Includes 542 shares held in the name of Mr. Carroll's wife and 2,904 shares
held in the name of Mr. Carroll's children, of which Mr. Carroll disclaims
beneficial ownership.
(7) Includes 2,800 vested stock options granted to Mr. Cowart.
(8) Includes 23,499 shares held in the name of Mr. Dewar, Jr.'s wife, of which
Mr. Dewar, Jr. disclaims beneficial ownership.
(9) Includes 7,912 shares held in the name of Mr. Scruggs' wife, of which Mr.
Scruggs disclaims beneficial ownership.
(10) Includes 1,454 shares held in the name of Mr. Simmons' wife, of which Mr.
Simmons disclaims beneficial ownership.
(11) Includes 7,003 shares held in the name of Mr. Singletary's wife, of which
Mr. Singletary disclaims beneficial ownership.
(12) Includes 490 shares held jointly with Mr. Wilkinson's wife, and includes
1,753 shares held in the name of Mr. Wilkinson's wife of which Mr. Wilkinson
disclaims beneficial ownership. Includes 2,800 vested stock options granted to
Mr. Wilkinson.
-11-
<PAGE>
CERTAIN TRANSACTIONS
Certain of the officers, directors and principal shareholders of the
Company and the Banks, and affiliates of such persons, have from time to time
engaged in banking transactions with the Banks and are expected to continue such
relationships in the future. Any loans or other extensions of credit made by
the Banks to such individuals were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with unaffiliated third
parties and did not involve more than the normal risk of collectibility or
present other unfavorable features. At December 31, 1996, loans to officers,
directors and principal shareholders of the Company and the Banks and to
affiliates of such persons amounted to $7,548,586, in the aggregate.
The Company employs the law firm Coleman, Talley, Newbern, Kurrie,
Preston & Holland to provide legal services to the Company and the Banks, which
legal services include general legal services, as well as loan closing services.
The law firm receives fees for general legal services, as well as legal fees
earned in connection with loan closings, which fees are collected from the
persons making the loans from the Banks. Thompson Kurrie, Jr., a director of
the Company and The Park Avenue Bank, is a partner in the law firm. The Company
believes the services obtained from the law firm are on terms as favorable to
the Company as could have been obtained from unaffiliated parties.
DELETE A SUPER-MAJORITY VOTING
REQUIREMENT TO AMEND
THE ARTICLES OF INCORPORATION
(PROPOSAL 2)
The Board of Directors has determined that it is advisable that the
Company's Articles of Incorporation be amended to delete a 66-2/3% voting
requirement to amend any provision of the Articles of Incorporation. The
Georgia Business Corporation Code requires a majority vote of the outstanding
shares in order to amend the Articles of Incorporation, unless otherwise
provided. In view of the Company's listing of its common stock on the American
Stock Exchange and the growing dispersal of share ownership beyond the vicinity
of southwest Georgia, the Board of Directors has determined that the existing
super-majority voting requirement to alter, delete or rescind any provision of
the Company's Articles of Incorporation, unless otherwise provided could prove
burdensome and make the attaining of such approval difficult or impossible. The
-12-
<PAGE>
Board of Directors believes Proposal 2 is in the best interests of the Company
and its shareholders. Proposal 2, if approved, will not effect the provision of
the Company's Articles of Incorporation which requires a 66% vote of the total
issued and outstanding shares of the Company's common stock to (i) approve any
merger or consolidation; (ii) remove a member of the Board of Directors; or
(iii) call a special meeting of shareholders; but will maintain a 66% voting
requirement to amend any of the foregoing provisions. The Board of Directors
does not have any present intention to amend the Articles of Incorporation
except as otherwise set forth in this Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2 TO AMEND THE ARTICLES
OF INCORPORATION TO DELETE A SUPER-MAJORITY VOTING REQUIREMENT TO AMEND THE
ARTICLES OF INCORPORATION.
INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK
(PROPOSAL 3)
The Board of Directors has determined that it is advisable that the
Company's Articles of Incorporation be amended to increase the number of
authorized shares of common stock from 4,000,000 shares to 15,000,000. The
additional shares of common stock for which authorization is sought would be
identical to the shares of common stock of the Company now authorized. Holders
of common stock do not have preemptive rights to subscribe to additional shares
which may be issued by the Company. As of the record date, 2,817,250 shares of
common stock of the Company were issued and outstanding, after giving effect to
the 2-for-1 stock split of the Company's common stock in the form of a stock
dividend during the 1996 fiscal year. The Company has only 1,182,750 shares of
common stock available for issuance as of the record date from which shares are
required to be reserved for issuance pursuant to the Company's Employee Stock
Option Plan, Directors Deferred Stock Purchase Plan and the Dividend
Reinvestment and Stock Purchase Plan.
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<PAGE>
If approved, the increased number of authorized shares of common stock
will be available for issuance from time to time for such purposes and
consideration as the Board of Directors may approve and no further vote of
stockholders of the Company will be required, except as required under
applicable law or the rules of any national securities exchange in which shares
of common stock of the Company are at the time listed.
The availability of additional shares of common stock for issuance,
without the delay and expense of obtaining the approval of stockholders at a
special meeting, will afford the Company greater flexibility in acting upon
future business acquisitions or other transactions. The Company currently has
no plans to issue any additional shares of common stock other than shares of
common stock that have been reserved for issuance as described above
The additional shares of common stock for which authorization is
sought would be available for issuance by the Company by action of the Board of
Directors and could be used for purposes that might be deemed in defense of a
potential takeover threat. Proposal 3 is not the result of the Board of
Directors's current knowledge of any specific effort by any party to obtain
control of the Company by means of a merger, tender offer, solicitation in
opposition to management, or otherwise, by any person's efforts to accumulate
the Company's securities.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 3 TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
AUTHORIZE THE ISSUANCE OF
SHARES OF PREFERRED STOCK
(PROPOSAL 4)
The Board of Directors has determined that it is advisable that the
Company's Articles of Incorporation be amended to authorize the issuance of up
to 1,500,000 shares of preferred stock. The Board of Directors would be
authorized to designate the terms of any series of preferred stock, including
dividend rates, voting rights, redemption prices and conversion or other special
rights, if any, without further action by stockholders of the Company.
If approved, authorized shares of preferred stock will be available
for issuance from time to time for such purposes and consideration as the Board
of Directors may approve, except as required under applicable law or the rules
-14-
<PAGE>
of any national securities exchange in which securities of the Company are at
the time listed.
The availability of additional shares of preferred stock for issuance,
without the delay and expense of obtaining the approval of stockholders at a
special meeting, will afford the Company greater flexibility in acting upon
future business acquisitions or other transactions. The Company currently has
no plans to issue any shares of preferred stock.
The shares of preferred stock for which authorization is sought would
be available for issuance by the Company by action of the Board of Directors and
could be used for purposes that might be deemed in defense of a potential
takeover threat. Proposal 4 is not the result of the Board of Directors's
current knowledge of any specific effort by any party to obtain control of the
Company by means of a merger, tender offer, solicitation in opposition to
management, or otherwise, by any person's efforts to accumulate the Company's
securities.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 4 TO AUTHORIZE THE
ISSUANCE OF SHARES OF PREFERRED STOCK.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended for inclusion in the Company's Proxy
Statement for the 1998 Annual Meeting of Shareholders must be received at the
principal offices of the Company not later than December 1, 1997.
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Company
was not aware of any matters to be presented for action at the Annual Meeting
other than the Proposal referred to herein. If other matters are properly
presented for action at the Annual Meeting, it is intended that the persons
named as Proxies will vote or refrain from voting in accordance with their best
judgment on such matters.
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<PAGE>
ANNUAL REPORT
Copies of the 1996 Annual Report are being mailed to all shareholders
together with this Proxy Statement.
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<PAGE>
PROXY
PAB BANKSHARES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder hereby appoints James L. Dewar, Sr. and R.
Bradford Burnette, each or any one of them, with full power of substitution, as
Proxies to represent and to vote, as designated below, all the shares of common
stock of PAB Bankshares, Inc. (the "Company"), held of record by the undersigned
on March 19, 1997, at the annual Meeting of the Shareholders (the "Annual
Meeting") to be held on April 28, 1997, or any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL.
PROPOSAL 1. Election of Directors.
Nominees: James L. Dewar, Sr., C. Larry Wilkinson, Joe P. Singletary, Jr.,
Walter W. Carroll, II
Check [ ] For all Nominees listed above [ ] Withhold Authority to
- ----- (except as marked to the vote for all Nominees
One Box contrary below) listed above
- -------
Instructions: To withhold authority to vote for any individual Nominee, write
that Nominee's name in the following space provided:___________________________
- --------------------------------------------------------------------------------
PROPOSAL 2. Amended the Articles of Incorporation to delete a super-majority
voting requirement to amend the Articles of Incorporation.
Check [ ] For [ ] Against
- -----
One Box
- -------
- --------------------------------------------------------------------------------
PROPOSAL 3. Amend the Articles of Incorporation to increase the number of
authorized shares of common stock.
Check [ ] For [ ] Against
- -----
One Box
- -------
- --------------------------------------------------------------------------------
PROPOSAL 4. Amend the Articles of Incorporation to authorize the issuance of
shares of preferred stock.
Check [ ] For [ ] Against
- -----
One Box
- -------
- --------------------------------------------------------------------------------
In their discretion, the Proxies are authorized to vote upon such of the matters
as may properly come before the Annual Meeting.
This Proxy revokes all prior proxies with respect to the Annual Meeting
and may be revoked prior to its exercise. Unless otherwise specified, this Proxy
will be voted for both Proposals and in the discretion of the persons named as
Proxies on all other matters which may properly come before the Annual Meeting
or any adjournments thereof.
<PAGE>
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. 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:___________________, 1997. ____________________________
Signature
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY ____________________________
USING THE ENCLOSED ENVELOPE Signature (if held jointly)
