<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)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[_] 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:
--------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
PAB BANKSHARES, INC.
3102 North Oak Street Extension
Valdosta, Georgia 31602
(912) 241-2775
----------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 27, 1998
----------------------
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
27, 1998 at 11:00 a.m., for the following purposes:
1. To elect three members to the Board of Directors to serve three
year terms expiring at the Annual Meeting of Shareholders in 2001.
2. To consider such other business as may properly come before the
Annual Meeting or any adjournments thereof.
The Board of Directors has set March 16, 1998 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 stock transfer books will not be closed.
By Order of the Board of Directors
/s/ R. Bradford Burnette
------------------------------
R. Bradford Burnette
President
Valdosta, Georgia
March 27, 1998
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.
<PAGE>
In addition to this solicitation by mail, the officers and employees of the
Company 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.
ELECTION OF DIRECTORS
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. The shareholders of
the Company elect one class annually. The Board of Directors presently consists
of 10 members.
The Board of Directors has nominated three persons for election as
directors of the Company at the Annual Meeting to hold office until the 2001
Annual Meeting and until their successors are duly elected and qualified. The
terms of the remaining directors of the Company will continue as indicated
below. 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 at the 2001 Annual Meeting, and each incumbent director
whose term of office expires at the Annual Meetings in 1999 or 2000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO ELECT AS
DIRECTORS THE NOMINEES NAMED BELOW.
NOMINEES FOR ELECTION TO TERMS EXPIRING 2001 ANNUAL MEETING
- -----------------------------------------------------------
=============================================================================
JAMES L. DEWAR, JR.
Director since 1982
Age 55
Mr. Dewar 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 27 years.
=============================================================================
2
<PAGE>
=============================================================================
D. RAMSAY SIMMONS, JR.
Director since 1995
Age 66
Mr. Simmons has been a director of the Company since 1995, and has been a
director of First Community Bank of Southwest Georgia since 1968. He has been
chairman of the board of directors of First Community Bank of Southwest Georgia
since 1985. Mr. Simmons has been president of Elberta Crate and Box Company
since 1976.
=============================================================================
F. FERRELL SCRUGGS, SR.
Director since 1989
Age 59
Mr. Scruggs has 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 36 years experience in the construction
business.
=============================================================================
INCUMBENT DIRECTORS - TERMS EXPIRING 2000 ANNUAL MEETING
- --------------------------------------------------------
=============================================================================
JAMES L. DEWAR, SR.
Director since 1982
Age 86
Mr. Dewar has been Chairman of the Board of the Company since 1982,
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 Community Bank
of Southwest Georgia since 1995. Mr. Dewar has been involved in the banking
business for the past 40 years.
=============================================================================
C. LARRY WILKINSON
Director since 1995
Age 51
Mr. Wilkinson has been a director of the Company since 1995, a director of
The Park Avenue Bank since 1986, and a director of Farmers & Merchants Bank
since 1986 and Chief Executive Officer since 1995. 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 30 years experience in the banking
business.
=============================================================================
3
<PAGE>
=============================================================================
JOE P. SINGLETARY, JR.
Director since 1989
Age 60
Mr. Singletary 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 27 years experience
in the gasoline business.
=============================================================================
WALTER W. CARROLL, II
Director since 1989
Age 50
Mr. Carroll has been a director of the Company since 1989 and has been a
director of The Park Avenue Bank since 1989. Mr. Carroll is a retired executive
officer and a former owner of Sunset Farm Foods, Inc., and has more than 26
years experience in the meat processing business.
=============================================================================
INCUMBENT DIRECTORS - TERMS EXPIRING 1999 ANNUAL MEETING
- --------------------------------------------------------
=============================================================================
R. BRADFORD BURNETTE
Director since 1982
Age 58
Mr. Burnette has been President, Chief Executive Officer 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
Avenue Bank since 1968, a director of the Farmers & Merchants Bank since 1986
and a director of First Community Bank of Southwest Georgia since 1995 and Chief
Executive Officer since 1996. Mr. Burnette has more than 33 years experience in
the banking business.
=============================================================================
WILLIAM S. COWART
Director since 1990
Age 44
Mr. Cowart 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.
4
<PAGE>
=============================================================================
THOMPSON KURRIE, Jr.
Director since 1989
Age 49
Mr. Kurrie 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 that James L. Dewar, Jr., is the son of James L.
Dewar, Sr. And Jeff Hanson, President of FCB is the son-in-law of R. Bradford
Burnette.
First Federal Savings Bank of Bainbridge converted from a thrift charter to
a state charter in May 1997 and change its name to First Community Bank of
Southwest Georgia.
Meetings of the Board of Directors and Committees
- -------------------------------------------------
The Board of Directors of the Company had 12 meetings during the 1997
fiscal year.
The Board of Directors has an Audit Committee and a Compensation Committee.
The Audit Committee consists of two members and had 6 meetings during the 1997
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
members of the Audit Committee are D. Ramsay Simmons, Jr. and Thompson Kurrie,
Jr.
The Compensation Committee consists of five members and had two meetings
during the 1997 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. The members of the Compensation Committee
are James L. Dewar, Jr., F. Ferrell Scruggs, Sr., Walter W. Carroll, II,
Thompson Kurrie, Jr. and Joe P. Singletary, Jr.
All directors have served continuously since their first election. Each
director attended at least 75% of the meetings of the Board of Directors and the
meetings of the committees of which he was a member in 1997.
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 $100,000 for
services rendered during fiscal years 1997, 1996, and 1995.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------------------------------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Securities
Name and Other Annual Underlying All Other
Principal Fiscal Compensation Options Compensation
Position Year Salary($) Bonus($) ($)(1) ($)(3) ($)(2)
- --------- ----------- ------- -------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
R. Bradford
Burnette, 1997 159,600 51,040 16,350 30,000 60,328
President and 1996 149,532 42.426 16,550 40,000 54,230
CEO of the 1995 133,600 25,947 15,700 - 25,079
Company
William S. 1997 106,400 27,560 8,900 20,000 20,93
Cowart 1996 98,100 25,710 8,550 28,000 18,632
President of 1995 96,100 18,659 7,050 - 16,143
The Park
Avenue Bank
C. Larry
Wilkinson 1997 100,420 26,000 11,050 20,000 24,499
Executive Vice 1996 82,350 21,636 11,100 28,000 20,897
President of 1995 87,100 15,549 9,300 - 20,266
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 $50,000 or 10% of the total annual salary and bonus reported for
such person.
(2) The reported amount consists of the Bank's contribution to a Profit Sharing
Plan, Section 401(K) Plan, and amounts accrued under a Salary Continuation
Plan.
(3) The options have been adjusted to reflect a two-for-one stock split in
1998.
6
<PAGE>
The following table sets forth certain information regarding the grant of
stock options in the 1997 fiscal year to the persons named in the Summary
Compensation Table and the value of options held by such persons at the end of
such fiscal year.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants
Number of % of Total
Securities Options Exercise
Underlying Granted to or Base
Options Employees in Price
Table Granted (#)(1) Fiscal Year ($/Sh)(1) Expiration Date
------ ------------- ---------- ---------- ---------------------
<S> <C> <C> <C> <C>
R. Bradford Burnette 30,000 23% 10.07 January 25, 2007
William S. Cowart 20,000 14% 10.07 January 25, 2007
C. Larry Wilkinson 20,000 14% 10.07 January 25, 2007
</TABLE>
(1) The number of securities underlying options and the exercise or base price
per share has been adjusted to reflect a two-for-one stock split in 1998.
The following table sets forth certain information regarding the exercise
of stock options in the 1997 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
- ---------------------------------------------------------------------------------------------------
Individual Grants
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Number of Securities Value of Unexercised
Underlying Unexercise In-the-Money Options
Shares Acquired Options at FY-End (#)(d) at FY-End ($)(1)
Name on Exercise (#) Value Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------- ---------------- ------------------- -------------------------- -------------------------
- ----------------------------------------------------------------------------------------------------------------
R. Bradford
Burnette 0 0 70,000/0 292,500/0
- ------------------------------------------------------------------------------------------------------------
William S. Cowart 0 0 5,600/42,400 32,550/170,200
- ------------------------------------------------------------------------------------------------------------
C. Larry Wilkinson 0 0 5,600/42,400 32,550/170,200
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The options have been adjusted to reflect a two-for-one stock split in 1998
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
7
<PAGE>
their service at meetings of committees of the Board of Directors and $100 for
services as a Board Secretary at meetings.
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, 1998 is $12.06 per share for
purposes of calculations for the 1998 fiscal year under the Director Plan. The
Director Plan covers 100,000 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 7,634 shares of common stock,
in the aggregate, to 24 electing directors under the Director Plan for fiscal
year 1997
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, 1997, the cash values of these policies were
$2,747,030 and liability accrued for benefits payable under the Salary
Continuation Plan was $275,596.
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 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
8
<PAGE>
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 options to acquire 66,000 shares (132,000 shares giving effect
to the stock split in 1998), in the aggregate, to 33 employees under the
Employee Plan in fiscal year 1997
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 1997 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 March 11, 1998 (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>
<S> <C> <C>
Number of Percentage
Name of Beneficial Owner(1) Shares Ownership(2)
- ------------------------------------------- ------------------------- ------------------
James L. Dewar, Sr. 1,116,486(3) 19.7%
R. Bradford Burnette 253,381(4) 4.4
Walter W. Carroll, II 71,745(5) 1.3
William S. Cowart 17,917(6) *
James L. Dewar, Jr. 1,494,894(7) 26.4
Thompson Kurrie, Jr. 18,651 *
F. Ferrell Scruggs, Sr. 97,442(8) 1.7
D. Ramsay Simmons, Jr. 31,856(9) *
Joe P. Singletary, Jr. 92,250(10) 1.6
C. Larry Wilkinson 71,502(11) 1.2
Dewar Family, L.P. 1,116,486(12) 19.7
------------
All directors and executive officers as a
group (10 persons) 2,149,638 37.9
- -----------------------------
</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.
10
<PAGE>
(2) Based on 5,661,386 shares outstanding as of March 11, 1998, 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.
(3) All shares are owned by the Dewar Family, L.P., 684,156 of which are
beneficially owned by members of his family, and of which Mr. Dewar, Sr.
disclaims beneficial ownership. Mr. Dewar, Sr. is a general partner of the
Dewar Family, L.P. and possesses shared investment power as to all shares
owned by the limited partnership and the power to vote 553,672 shares owned
by the limited partnership.
(4) Includes 8,018.59 shares held in the name of Mr. Burnette's wife, of which
Mr. Burnette disclaims beneficial ownership. Includes 70,000 vested stock
options granted to Mr. Burnette. Includes 2,758 shares held in the name of
PAB Bankshares Employee 401-K Plan, of which Mr. Burnette disclaims
beneficial ownership.
(5) Includes 1,106 shares held in the name of Mr. Carroll's wife and 5,901
shares held in the name of Mr. Carroll's children, of which Mr. Carroll
disclaims beneficial ownership.
(6) Includes 5,600 vested stock options granted to Mr. Cowart. Includes 5,600
vested stock options granted to Mr. Cowart.
(7) Includes 1,116,486 shares owned by the Dewar Family, L.P., 836,874 of which
are beneficially owned by members of his family, and includes 47,744 shares
which are held in the name his wife, of which Mr. Dewar disclaims
beneficial ownership. Mr. Dewar, Jr. is a general partner of the Dewar
Family, L.P. and possesses shared investment power as to all shares owned
by the limited partnership and the power to vote 562,814 shares owned by
the limited partnership.
(8) Includes 16,076 shares held in the name of Mr. Scruggs' wife, of which Mr.
Scruggs disclaims beneficial ownership.
(9) Includes 2,908 shares held in the name of Mr. Simmons' wife, of which Mr.
Simmons disclaims beneficial ownership.
(10) Includes 14,596 shares held in the name of Mr. Singletary's wife, of which
Mr. Singletary disclaims beneficial ownership.
(11) Includes 995 shares held jointly with Mr. Wilkinson's wife, and 3,561
shares held in the name of Mr. Wilkinson's wife of which Mr. Wilkinson
disclaims beneficial ownership. Includes 5,600 vested stock options
granted to Mr. Wilkinson.
11
<PAGE>
(12) The Dewar Family, L.P. is a limited partnership with Messrs. Dewar, Sr. and
Dewar, Jr. as its general partners possessing shared investment power and
each possessing voting power as to certain shares owned by the limited
partnership.
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, 1997, loans to officers,
directors and principal shareholders of the Company and the Banks and to
affiliates of such persons amounted to $9,194,000, 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.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended for inclusion in the Company's Proxy
Statement for the 1999 Annual Meeting of Shareholders must be received at the
principal offices of the Company not later than November 29, 1998.
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.
ANNUAL REPORT
Copies of the 1997 Annual Report are being mailed to all shareholders
together with this Proxy Statement.
12
<PAGE>
REVOCABLE PROXY
PAB BANKSHARES INC.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
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 16, 1998, at the Annual Meeting of the Shareholders (the "Annual
Meeting") to be held at 3102 North Oak Street Extension, Valdosta, Georgia 31602
on April 27, 1998, at 11:00 a.m. or any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL.
WITH FOR ALL
FOR HOLD EXCEPT
PROPOSAL 1. Election of Directors. [ ] [ ] [ ]
Nominees: James L. Dewar, Jr., D. Ramsay Simmons, Jr. and F. Ferrell Scruggs,
Sr. for three year terms expiring at the 2001 Annual Meeting.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
- --------------------------------------------------------------------------------
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 the Proposal 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.
Please sign exactly as name appears hereon. 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.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE SIGNED SHAREHOLDER, IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR EACH NOMINEE LISTED IN THE PROPOSAL ABOVE.
Please be sure to sign and date this Proxy in the box below.
Date__________________________________________
+-----------------------------------------------------------------+
| |
| |
+----Shareholder sign above-----Co-holder (if any) sign above-----+
- --------------------------------------------------------------------------------
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
PAB BANKSHARES, INC.
+------------------------------------------------------------------------------+
| PLEASE ACT PROMPTLY |
| SIGN, DATE & MAIL YOUR PROXY CARD TODAY |
+------------------------------------------------------------------------------+
