SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
( X ) Filed by the Registrant
( ) Filed by a Party other than the Registrant
Check the appropriate box:
( X ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-b(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
(Name of Person(s) Filing Proxy Statement If Other Than Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
(X ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $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: *
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
(Set forth the amount on which the filing fee is calculated and state how
it was determined)
( ) Fee previously paid with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[LOGO]
To Our Shareholders:
You are cordially invited to attend a Special Meeting of Shareholders
of Palmetto Bancshares, Inc. to be held on October 15, 1996, at 3:00 p.m. at
The Palmetto Bank, Laurens Center, 301 Hillcrest Drive, Laurens, South Carolina.
The attached Notice of Special Meeting and Proxy Statement describe the
formal business to be transacted at the Special Meeting. Directors and officers
of Palmetto Bancshares, Inc. will be present to respond to any questions
shareholders may have.
To ensure proper representation of your shares at the Special Meeting,
please sign, date and return the enclosed proxy card as soon as possible, even
if you currently plan to attend the Special Meeting. This will not prevent you
from voting in person, but will ensure that your vote will be counted if you are
unable to attend.
Sincerely,
L. Leon Patterson
Chairman and
Chief Executive Officer
<PAGE>
PALMETTO BANCSHARES, INC.
301 HILLCREST DRIVE
P. O. BOX 49
LAURENS, SOUTH CAROLINA 29360
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 15, 1996
To the Shareholders of Palmetto Bancshares, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of
Palmetto Bancshares, Inc. (the "Company") will be held on October 15, 1996, at
3:00 p.m. at The Palmetto Bank, Laurens Center, 301 Hillcrest Drive, Laurens,
South Carolina, for the purpose of considering and acting upon the following:
1. The proposal to adopt an amendment to the Company's Articles
of Incorporation to increase the number of authorized shares
of the Company's Common Stock, $5.00 par value (the
"Common Stock"), from 2,000,000 to 10,000,000 shares; and
2. Such procedural matters, including without limitation
potential adjournments of the Special Meeting, as may properly
come before the Special Meeting or any adjournments or
postponements thereof.
Shareholders of record at the close of business on September 12, 1996
will be entitled to vote at the Special Meeting.
By Order of the Board of Directors
L. Leon Patterson
Chairman
Laurens, South Carolina
[September 14], 1996
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. IF
YOU WISH, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES IN PERSON AT THE
SPECIAL MEETING.
<PAGE>
PALMETTO BANCSHARES, INC.
301 HILLCREST DRIVE
P. O. BOX 49
LAURENS, SOUTH CAROLINA 29360
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 15, 1996
This Notice of Special Meeting, Proxy Statement and Proxy (these "Proxy
Materials") are being furnished to shareholders in connection with a
solicitation of proxies by the Board of Directors of Palmetto Bancshares, Inc.
(the "Company"). This solicitation is being made in connection with the Special
Meeting of Shareholders (the "Special Meeting") to be held on October 15, 1996,
at 3:00 p.m. at The Palmetto Bank, Laurens Center, 301 Hillcrest Drive, Laurens,
South Carolina. These Proxy Materials are being mailed to shareholders on
[September 14], 1996.
VOTING MATTERS
Shareholders of record as of the close of business on September 12, 1996
will be entitled to vote at the Special Meeting. At the close of business on
that day, there were [1,001,943] shares of the Company's $5.00 par value common
stock ("Common Stock") outstanding. Holders of Common Stock are entitled to one
vote per share on each of the matters presented at the Special Meeting or any
adjournments thereof. Shares may be voted in person or by proxy. The presence,
either in person or by proxy, of holders of shares representing fifty-one
percent (51%) of the outstanding shares of stock entitled to vote at the Special
Meeting is necessary to constitute a quorum at the Special Meeting. Abstentions
and broker non-votes are each included in the determination of the number of
shares present for purposes of determining whether a quorum exits. Abstentions
and broker non-votes are counted as a vote against proposal one to amend the
Articles of Incorporation. The proposal to amend the Company's Articles of
Incorporation requires the affirmative vote of two-thirds of the issued and
outstanding shares of Common Stock.
REVOCABILITY OF PROXY
Shares represented by a properly executed proxy in the accompanying form
and given by a shareholder, and not revoked, will be voted in accordance with
such instructions. As stated in the Proxy, if a returned Proxy does not specify
otherwise, the shares represented thereby will be voted in favor of the
proposals set forth herein. Proxies may be revoked at any time prior to their
being voted at the Special Meeting by oral or written notice to Palmetto
Bancshares, Inc., 301 Hillcrest Drive, P. O. Box 49, Laurens, South Carolina
29360, Attn: Teresa M. Crabtree, (864) 984-8321, or by execution and delivery of
a subsequent proxy or by attendance and voting in person at the Special Meeting.
SOLICITATION OF PROXIES
This solicitation of proxies is made by the Company, and the Company will
bear the cost of this proxy solicitation, including the cost of preparing,
handling, printing and mailing these Proxy Materials. Proxies will be solicited
principally through these Proxy Materials. Proxies may also be solicited by
telephone or through personal solicitation conducted by regular employees of the
Company. Banks, brokers and other custodians are requested to forward proxy
solicitation material to their customers where appropriate, and the Company will
reimburse such banks, brokers and custodians for their reasonable out-of-pocket
expenses in sending the proxy material to beneficial owners of the shares.
<PAGE>
AMENDMENT TO ARTICLES OF INCORPORATION
ITEM 1 ON THE PROXY
The Board has determined that an amendment to the Company's Articles of
Incorporation to increase the authorized number of shares of Common Stock from
2,000,000 to 10,000,000 shares, par value $5.00 per share (the "Articles
Amendment") is in the best interests of the Company.
EFFECT OF AND REASONS FOR THE ARTICLES AMENDMENT
The Board has determined that the Company's Articles of Incorporation
should be amended to increase the authorized shares of par value $5.00 Common
Stock from 2,000,000 shares to 10,000,000 shares, principally because the
Articles Amendment is necessary to effect the Stock Split described below. In
addition, the increase in the authorized shares would provide the Company with
additional shares for issuance in capital raising transactions and acquisitions.
The additional shares of Common Stock for which authorization is sought
would be identical to the shares of Common Stock currently authorized. Holders
of Common Stock do not have preemptive rights to subscribe to additional shares
of Common Stock which may be issued by the Company.
The Articles Amendment is set forth in Appendix A to this proxy
statement.
On August 13, 1996, the Board of Directors approved a three-for-one
stock split effected in the form of a 200% stock dividend to each holder of
Common Stock on September 12, 1996 (the "Stock Split"), conditioned upon
shareholder approval of the Articles Amendment. Unless the Articles Amendment is
adopted, the number of shares of Common Stock authorized and available for
issuance would be insufficient to permit the Company to effect the Stock Split,
and the declared dividend will be null and void.
If the Articles Amendment is adopted, the Company will, as soon as
practicable after the date of the Special Meeting, distribute shares of Common
Stock representing the 200% stock dividend declared by the Board (the "Dividend
Shares"). As of September 12, 1996, there were [1,001,943] shares of Common
Stock outstanding. If the Articles Amendment is adopted and the Dividend Shares
are distributed, approximately [3,005,829] will be outstanding, leaving
approximately [6,994,171] shares of authorized but unissued shares of Common
Stock of the Company available for issuance.
The additional shares of authorized Common Stock created by the
Articles Amendment that remain after the consummation of the Stock Split will be
available for issuance from time to time for such other purposes and
consideration as the Board may approve. No further vote of the shareholders of
the Company will be required, except as provided under South Carolina law or the
rules of any exchange on which the shares may be traded in the future. The
availability of additional shares for issuance, without the delay and expense of
obtaining the approval of shareholders at a special meeting, will provide the
Company additional shares of Common Stock for issuance in any future merger or
acquisition, as well as provide the Company with the means of raising additional
capital if future circumstances so require. The Board of Directors has no
present plan or intention of issuing any additional shares of Common Stock for
the purpose of engaging in any merger or acquisition or of raising additional
capital. Additional shares of Common Stock could be utilized by the Board for
purposes designed to defend against potential takeover threats, and, in
particular, could be used by the Board in the implementation of a shareholders'
rights plan. A shareholders' rights plan could be used to impede attempts by
third parties who are deemed unsuitable by the Board from gaining control of the
Company.
VOTE REQUIRED
The affirmative vote of the holders of two-thirds of the issued and
outstanding shares of Common Stock as of the Record Date is required for
approval and adoption of the Articles Amendment.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ARTICLES AMENDMENT.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company knows of no person who, or group that, owns beneficially
more than 5% of the outstanding shares of Common Stock of the Company as of
[September 12], 1996, except as set forth below:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENT OF
OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------------------------------- -------------------------------- ---------------
<S> <C> <C>
D. Smith Patterson 56,031 5.59%
831 West Main Street
Laurens, SC 29360
L. Leon Patterson 85,891(1) 8.57%
301 Hillcrest Drive
Laurens, SC 29360
The Palmetto Bank 88,609 8.84%
Trustee for the Employee
Stock Ownership Plan
301 Hillcrest Drive
Laurens, SC 29360
Margaret McDaniel 52,188 5.20%
206 Chapman Road
Greenville, SC 29605
- ---------------------
</TABLE>
The information below is furnished as of [September 12], 1996 as to the
Company's Common Stock owned beneficially or of record by each of the Directors
individually, by certain named executive officers and by all Directors and
executive officers of the Company as a group. Unless otherwise noted, each
person has sole voting power and sole investment power with respect to shares
listed.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
<S> <C> <C>
DIRECTORS
L. Leon Patterson 85,891 (1) 8.57%
Paul W. Stringer 9,735 (2) (3)
Russell B. Emerson 600 (3)
James M. Shoemaker, Jr. 2,200 (3)
John T. Gramling, II 2,000 (3)
W. Fred Davis, Jr. 4,650 (3)
David P. George, Jr. 700 (3)
James A. Cannon 2,038 (3)
J. David Wasson 1,300 (3)
Michael D. Glenn 305 (3)
3
<PAGE>
EXECUTIVE OFFICERS
Ralph M. Burns, III 5,717 (4) (3)
Philip A. Betette 9,896 (5) (3)
David E. Burgess 5,865 (6) (3)
DIRECTORS AND EXECUTIVE 130,897 13.06% (7)
OFFICERS AS A GROUP
(14 persons)
</TABLE>
(1) Mr. Patterson is Chief Executive Officer of the Company. The number of
shares shown as beneficially owned by Mr. Patterson includes
approximately 4,891 shares allocated to his account per the latest
report of the Company's ESOP for fiscal year 1995. Mr. Patterson is
fully vested in all shares allocated to his account pursuant to the
ESOP. Also included are 7,000 shares owned by Mr. Patterson's wife, as
to which shares Mr. Patterson disclaims beneficial ownership, and 4,000
unissued shares that can be acquired by the exercise of options.
(2) Mr. Stringer is President of the Company. The number of shares shown as
beneficially owned by Mr. Stringer includes approximately 3,975 shares
allocated to his account per the latest report of the Company's ESOP
for fiscal year 1995. Mr. Stringer is fully vested in all shares
allocated to his account pursuant to the ESOP. Also included are 5,000
unissued shares that can be acquired by the exercise of options.
(3) Each of these persons owns less than one percent of the outstanding
shares of common stock of the Company.
(4) Mr. Burns is a Vice President of the Company. The number of shares
shown as beneficially owned by Mr. Burns includes approximately 2,477
shares allocated to his account per the latest report of the Company's
ESOP for fiscal year 1995. Mr. Burns is fully vested in all shares
allocated to his account pursuant to the ESOP. Also included are 3,000
unissued shares that can be acquired by the exercise of options.
(5) Mr. Betette is a Vice President of the Company. The number of shares
shown as beneficially owned by Mr. Betette includes approximately 2,712
shares allocated to his account per the latest report of the Company's
ESOP for fiscal year 1995. Mr. Betette is fully vested in all shares
allocated to his account pursuant to the ESOP. Also included are 3,000
unissued shares that can be acquired by the exercise of options.
(6) Mr. Burgess is a Vice President of the Company. The number of shares
shown as beneficially owned by Mr. Burgess includes approximately 2,655
shares allocated to his account per the latest report of the Company's
ESOP for fiscal year 1995. Mr. Burgess is fully vested in all shares
allocated to his account pursuant to the ESOP. Also included are 3,000
unissued shares that can be acquired by the exercise of options.
(7) The beneficial ownership stated above represents sole voting and
investment power, except as indicated in the footnotes above.
4
<PAGE>
SHAREHOLDER PROPOSALS
Proposals by shareholders for consideration at the 1997 Annual Meeting
of Shareholders must be received at the Company's offices at 301 Hillcrest
Drive, P. O. Box 49, Laurens, South Carolina 29360, no later than December 9,
1996, if any such proposal is to be eligible for inclusion in the Company's
proxy materials for its 1997 Annual Meeting. Under the regulations of the
Securities and Exchange Commission, the Company is not required to include
shareholder proposals in its proxy materials unless certain other conditions
specified in those regulations are satisfied.
OTHER MATTERS
Under South Carolina law, only those matters described in the meeting
notice may be considered at the Special Meeting or any adjournment thereof.
Management is not aware of any procedural matter to be brought before the
Special Meeting. If such procedural matters are duly presented for action, it is
the intention of the persons named in the enclosed proxy to vote on such matters
in accordance with their judgment.
By order of the Board of Directors,
L. LEON PATTERSON
Chairman
[September 14], 1996
Laurens, South Carolina
5
<PAGE>
*********************************************************************
APPENDIX
*********************************************************************
P
R
O PALMETTO BANCSHARES, INC.
X SPECIAL MEETING, OCTOBER 15, 1996
Y
The undersigned shareholder of Palmetto Bancshares, Inc., hereby
revoking all previous proxies, hereby appoints L. Leon Patterson and Teresa M.
Crabtree and each of them, the attorneys of the undersigned, with power of
substitution, to vote all stock of Palmetto Bancshares, Inc. standing in the
name of the undersigned upon all matters at the Company's Special Meeting to be
held at The Palmetto Bank, Laurens Center, 301 Hillcrest Drive, Laurens, South
Carolina on Tuesday, October 15, 1996 at 3:00 p.m. and at any adjournments
thereof, with all powers the undersigned would possess if personally present,
and without limiting the general authorization and power hereby given, directs
said attorneys or either of them to cast the undersigned's vote as specified
below.
1. AMENDMENT OF ARTICLES OF INCORPORATION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. At their discretion upon such procedural matters as may properly come
before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PALMETTO
BANCSHARES, INC. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR
APPROVAL OF EACH OF THE PROPOSALS ABOVE.
Please sign this Proxy as your name or names appear hereon. If stock is held
jointly, signature should appear for both names. When signing as attorney,
administrator, trustee, guardian or agent, please indicate the capacity in which
you are acting. If stock is held by a corporation, please sign in full corporate
name by authorized officer and give title of office.
Dated this ____ day of , 1996
------------------
_____________________________________
Print Name (and title if appropriate)
_____________________________________
Signature
_____________________________________
Print Name (and title if appropriate)
_____________________________________
Signature
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
<PAGE>
APPENDIX A
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to (Section Mark)Section 33-10-106 of the 1976 South Carolina
Code, as amended, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
1. The name of the corporation is Palmetto Bancshares, Inc.
2. On October 15, 1996 , the corporation adopted the following Amendment(s)
--------------------
of its Articles of Incorporation:
RESOLVED, that the Articles of Incorporation of the Corporation be
amended to increase the authorized shares of common stock from 2,000,000 shares,
par value $5.00 per share, to 10,000,000 shares, par value $5.00 per share; and
FURTHER RESOLVED, that ARTICLE FOUR of the Articles of
Incorporation is hereby amended in its entirety to read:
The Corporation is authorized to issue one class of shares to be
designated "common." The total number of shares which the
Corporation is authorized to issue is 10,000,000 shares, and the
par value of each such share is $5.00. The total authorized
capital stock is $50,000,000.
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert
"not applicable" or "NA").
NOT APPLICABLE
4. Complete either a or b, whichever is applicable.
a. X Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of
outstanding shares of each voting group entitled to vote
separately on the Amendment, and the vote of such shares
was:
<TABLE>
<CAPTION>
Number of Number of Number of Votes Number of Undisputed*
Voting Outstanding Votes Entitled Represented at Shares Voted
Group Shares to be Cast the Meeting For Against
<S> <C> <C> <C> <C> <C>
Common
Stock
</TABLE>
i
<PAGE>
*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can
alternatively state the total number of undisputed shares cast for
the amendment by each voting group together with a statement that
the number of votes cast for the amendment by each voting group
was sufficient for approval by that voting group.
b. The Amendment(s) was duly adopted by the incorporators or
board of directors without shareholder approval pursuant to
ss.33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South
Carolina Code as amended, and shareholder action was not
required.
5. Unless a delayed date is specified, the effective date of these Articles
of Amendment shall be the date of acceptance for filing by the Secretary
of State.
Date: , 1996 Palmetto Bancshares, Inc.
(Name of Corporation)
By:
L. Leon Patterson
Chairman and CEO
ii
<PAGE>
