<Cover Letter>
Writer's Direct Dial No: (205) 254-1050
April 11, 1995
FILED VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Revised Proxy Statement (Original submitted April 3, 1995,
Accession Number 0000913738-95-000014)
United Security Bancshares, Inc. (File No. 0-14549)
Gentlemen:
On behalf of our client, United Security Bancshares, Inc.
("United Security"), and pursuant to Rule 14a-6(c), transmitted is
the definitive copy of the Proxy Statement to be used by United
Security in connection with its annual meeting of shareholders. The
$125 fee associated with this filing was paid when the preliminary
copies were filed.
Please do not hestitate to contact the undersigned if there
are any questions or comments.
Very truly yours,
James M. Pool
JMP/ead
Enclosure
cc: Jack M. Wainwright, III
Larry M. Sellers
Kevin M. Rittelmeyer
J. Michael Savage
</Cover Letter>
SCHEDULE 14A
Information Required in Proxy Statement
Reg. Section 240.14a-101
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
UNITED SECURITY BANCSHARES, INC.
(Name of Registrant as Specified in Its Charter)
UNITED SECURITY BANCSHARES, INC.
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(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.
[X] 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.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
UNITED SECURITY BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
April 25, 1995
The undersigned hereby appoints James L. Miller and Jack M.
Wainwright, III, or ________________________________________, or
any one of them, proxies for the undersigned, or such other persons
as the board of directors of United Security Bancshares, Inc.
("Bancshares") may designate, with full power of substitution, to
represent and act for and in the name and stead of the undersigned
and to vote all of the shares of Common Stock of Bancshares, which
the undersigned is entitled to vote at the annual meeting of
stockholders of Bancshares to be held on April 25, 1995, and at any
and all adjournments thereof.
1. The election of all the nominees listed below to serve
as directors until the next annual meeting of stockholders or until
their successors shall be elected and qualified.
NOMINEES: L. C. Boney, Jr., Gerald P. Corgill, Roy G. Cowan,
William G. Harrison, Hardie B. Kimbrough, James L. Miller, D. C.
Nichols, Harold H. Spinks, James C. Stanley, Howard M. Whitted,
Jack M. Wainwright, III
_____ FOR ALL NOMINEES _____ WITHHOLD AUTHORITY TO VOTE
(except for all nominees whose (for all nominees listed above)
names have been struck out)
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
ABOVE.
2. To approve an amendment to the Amended Articles of
Incorporation of Bancshares increasing its authorized shares from
600,000, with a par value of $.25 per share, to 2,400,000, with a
par value of $0.01 per share, to enable a split of each issued and
outstanding share of Bancshares Common Stock into four shares of
Common Stock, each with a par value of $0.01.
_____ FOR _____ AGAINST
3. To approve an amendment to the Amended Articles of
Incorporation of Bancshares to provide for the exoneration of
directors as permitted by the Alabama Business Corporation Act.
_____ FOR _____ AGAINST
4. To approve an amendment to the Amended Articles of
Incorporation of Bancshares relating to the indemnification for
directors and officers as permitted by the Alabama Business
Corporation Act.
_____ FOR _____ AGAINST
5. In their discretion, to vote on such other matters as
may properly come before the meeting, but which are not now
anticipated, and to vote for the election of any person as a
director should any persons named in the proxy statement to be
elected be unable to serve or for good cause cannot serve.
_____ FOR _____ WITHHOLD AUTHORITY TO VOTE
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS GIVEN BY
THE STOCKHOLDER. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, 3 and 4.
Dated:______________________________, 1995
Phone No.__________________________________
___________________________________________
(Signature of Stockholder)
___________________________________________
(Signature of Stockholder, if held jointly)
UNITED SECURITY BANCSHARES, INC.
TO OUR SHAREHOLDERS:
The annual meeting of the shareholders of United Security
Bancshares, Inc. ("Bancshares"), will be held at 2:00 p.m., local
time, on Tuesday, April 25, 1995, at the main office of United
Security Bank, 131 West Front Street, Thomasville, Alabama.
Enclosed is a notice of the meeting, a proxy statement, a
proxy and the Annual Report to Shareholders for 1994. We hope that
you will study the enclosed material carefully and attend the
meeting in person.
Whether you plan to attend the meeting or not, please sign and
date the enclosed proxy and return it in the accompanying envelope
as promptly as possible. The proxy may be revoked by your vote in
person at the meeting, by your execution of a later dated proxy, or
by your giving written notice of revocation to the Secretary of
Bancshares at any time prior to the voting thereof.
Sincerely,
James L. Miller
Chairman of the Board
Jack M. Wainwright, III
President and Chief Executive Officer
April 3, 1995
UNITED SECURITY BANCSHARES, INC.
131 West Front Street
Post Office Box 249
Thomasville, Alabama 36784
Telephone 334-636-5424
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on
April 25, 1995
TO THE SHAREHOLDERS OF UNITED SECURITY BANCSHARES, INC.:
Notice is hereby given that the 1995 Annual Meeting of
Shareholders (the "Meeting") of United Security Bancshares, Inc.
("Bancshares") will be held at the main offices of United Security
Bank, 131 West Front Street, Thomasville, Alabama, on Tuesday,
April 25, 1995, at 2:00 p.m., local time, for the following
purposes:
(1) To elect 11 directors of Bancshares to serve for the ensuing year;
(2) To approve an amendment to the Amended Articles of Incorporation of
Bancshares increasing its authorized shares from 600,000, with a par value
of $.25 per share, to 2,400,000, with a par value of $0.01 per share, to
enable a split of each issued and outstanding share of Bancshares Common
Stock into four shares of Common Stock, each with a par value of $0.01;
(3) To approve an amendment to the Amended Articles of Incorporation of
Bancshares to provide for the exoneration of directors as permitted by the
Alabama Business Corporation Act;
(4) To approve an amendment to the Amended Articles of Incorporation of
Bancshares relating to the indemnification of directors and officers as
permitted by the Alabama Business Corporation Act; and
(5) To transact such other business as may properly come before the Meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on
March 31, 1995, as the record date for the determination of
shareholders entitled to notice of and to vote at the Meeting or
any adjournments thereof.
A complete list of the shareholders of Bancshares will be
available and open for examination by any shareholder of Bancshares
during ordinary business hours for a period of 10 days prior to the
Meeting.
All shareholders are cordially invited to attend the Meeting.
Whether or not you plan to attend the Meeting in person, you are
requested to complete, sign, and date the enclosed proxy card and
mail it promptly in the envelope provided for that purpose. The
proxy may be revoked by your vote in person at the Meeting, by your
executing a later dated proxy, or by your giving written notice to
the undersigned Secretary of Bancshares at any time prior to the
voting thereof.
By Order of the Board of Directors
Larry M. Sellers
Secretary
Thomasville, Alabama
April 3, 1995
UNITED SECURITY BANCSHARES, INC.
131 West Front Street
Post Office Box 249
Thomasville, Alabama 36784
Telephone 334-636-5424
PROXY STATEMENT
FOR 1995 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1995
INTRODUCTION
This Proxy Statement is furnished on or about April 3, 1995 by
United Security Bancshares, Inc. ("Bancshares") to the holders of
Common Stock of Bancshares in connection with Bancshares' Annual
Meeting of Shareholders, and any adjournments thereof, to be held
on Tuesday, April 25, 1995 at 2:00 p.m. As more fully described
herein, the matters to be considered and acted upon are: (1) the
election of 11 directors of Bancshares; (2) the approval of an
amendment to the Amended Articles of Incorporation of Bancshares
increasing its authorized shares from 600,000, with a par value of
$.25 per share, to 2,400,000, with a par value of $0.01 per share,
to enable a split of each issued and outstanding share of
Bancshares Common Stock into four shares of Common Stock, each with
a par value of $0.01; (3) the approval of an amendment to the
Amended Articles of Incorporation of Bancshares to provide for the
exoneration of directors as permitted by the Alabama Business
Corporation Act; (4) the approval of an amendment to the Amended
Articles of Incorporation of Bancshares relating to the
indemnification of directors and officers as permitted by the
Alabama Business Corporation Act; and (5) the transaction of such
other business as may properly come before the meeting. The Board
of Directors of Bancshares recommends the election of the 11
director-nominees named in this Proxy Statement. Further, the
Board of Directors has determined that the proposed amendments to
the Amended Articles of Incorporation are in the best interests of
Bancshares and its shareholders and unanimously recommends that you
vote FOR approval of those amendments.
The enclosed proxy is solicited on behalf of the Board of
Directors of Bancshares and is revocable at any time prior to the
voting of such proxy by voting in person at the meeting, by giving
written notice to the Secretary of Bancshares or by executing a
later-dated proxy, provided that such later-dated proxy or
revocation is actually received by Bancshares before the vote of
the shareholders. All properly executed proxies delivered pursuant
to this solicitation will be voted at the meeting and in accordance
with instructions, if any. If no instructions are given, the
proxies will be voted FOR items 1, 2, 3 and 4 on the proxy form and
in accordance with the instructions of management as to any other
matters that may come before the meeting.
The cost of soliciting proxies will be borne by Bancshares.
In addition to the use of the mails, proxies may be solicited by
personal interview, telephone and telegraph, and banks, brokers,
nominees or fiduciaries will be required to forward the soliciting
material to their principals and to obtain authorization for the
execution of proxies. Bancshares will, upon request, reimburse
banks, brokers and other institutions, nominees and fiduciaries for
their expenses in forwarding proxy material to their principals.
Bancshares and its Subsidiary
Bancshares is a bank holding company registered under the Bank
Holding Company Act of 1956, as amended. Bancshares operates one
banking subsidiary in Alabama, United Security Bank, with assets of
approximately $186,000,000 and eight banking offices. At December
31, 1994, United Security Bank, a bank organized and existing under
the laws of Alabama (sometimes herein referred to as "United
Security" or the "Bank") accounted for all of Bancshares'
consolidated assets. Bancshares derives substantially all of its
income from dividends from United Security Bank. Various statutory
provisions restrict the amount of dividends that United Security
Bank may pay to Bancshares without regulatory approval.
Shareholders Eligible to Vote
This Proxy Statement is furnished to the holders of record of
Bancshares Common Stock as of the close of business on March 31,
1995. Only holders as of such date are eligible to vote at the
meeting.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
As of January 31, 1995, Bancshares had issued 550,515 shares
of common stock, of which 534,490 were outstanding, with
approximately 562 holders of record. Bancshares also holds 16,025
shares as treasury stock. There are currently 600,000 shares of
Common Stock, par value $.25 per share, authorized for issuance.
Principal Shareholders
No shareholder is the beneficial owner of more than 5% of
Bancshares Common Stock.
Security Ownership of Management
The following table indicates for each director the number of
shares of outstanding Common Stock of Bancshares beneficially
owned.
<TABLE>
<CAPTION>
Number and Percent of
Shares of Common Stock
Name Owned at January 31, 1995
<S> <C>
L. C. Boney 2,728 (1)
*
Gerald P. Corgill 19,954 (2)
3.73%
Roy G. Cowan, D.M.D. 5,906
1.10%
William G. Harrison 7,532 (3)
1.41%
Hardie B. Kimbrough 2,588 (4)
*
James L. Miller 3,520
*
D. C. Nichols 21,250 (5)
3.98%
Harold H. Spinks 5,932 (6)
1.11%
James C. Stanley, D.M.D. 1,000
*
Jack M. Wainwright, III 4,400 (7)
*
Howard M. Whitted 924
*
All directors and executive officers
as a group (14 persons,
including the persons named above) 76,395
14.29%
<FN>
*Represents less than one percent of the outstanding shares.
(1) Includes 171 shares owned by Mr. Boney's spouse. Mr.
Boney disclaims beneficial ownership of such shares.
(2) Includes 15,246 shares owned by Mr. Corgill's spouse or
by Mr. Corgill's children. Mr. Corgill disclaims
beneficial ownership of such 15,246 shares. Also
includes 220 shares owned by Dozier Hardware Company,
of which Mr. Corgill is President. Also includes 780 shares
owned by Dozier Hardware Profit Sharing Plan & Trust.
(3) Includes 1,812 shares with respect to which Mr. Harrison
shares voting and investment power.
(4) Includes 35 shares with respect to which Mr. Kimbrough
shares voting and investment power. Also includes 88
shares owned by Mr. Kimbrough's spouse with respect to
which Mr. Kimbrough disclaims beneficial ownership.
(5) Includes 9,744 shares owned by Nichols Trucking Company,
of which Mr. Nichols is President.
(6) Includes 2,163 shares owned by Mr. Spinks' spouse with
respect to which Mr. Spinks disclaims beneficial ownership,
and 1,606 shares owned by Spinks Drug Company, of which Mr.
Spinks is President.
(7) Includes 3,520 shares with respect to which Mr. Wainwright shares
voting and investment power.
</FN>
</TABLE>
ELECTION OF DIRECTORS
Bancshares recommends that the shareholders elect the 11
persons named below to hold office until the 1996 annual meeting of
shareholders of Bancshares or until their successors are elected
and qualified. All director-nominees are proposed for election for
a term of one year. It is intended that unless "Withhold
Authority" is noted as to all or some of the nominees, proxies in
the accompanying form will be voted at the Annual Meeting for the
election to the Board of Directors of the 11 nominees.
If, prior to the voting at the annual meeting, any person to
be elected a director is unable to serve or for good cause cannot
serve, the shares represented by all valid proxies electing such
person may be voted for the election of such substitute as the
members of the board of directors may recommend. Bancshares
management knows of no reason why any person would be unable to
serve as a director.
The following table provides certain biographical information
about the persons who have been nominated for election as directors
of Bancshares. All of such persons are currently directors of
Bancshares and United Security Bank. Bancshares, as the sole
shareholder of United Security Bank, intends to reelect such
persons as directors of United Security Bank. Unless otherwise
indicated in the following table, all positions held with
Bancshares are also held with United Security Bank. Information
regarding the executive officers of Bancshares and United Security
Bank who are not directors is also provided.
<TABLE>
<CAPTION>
Name, Age and Year Position With
First Became Director Bancshares and Principal Occupation for
or Executive Officer the Bank Last Five Years
<S> <C> <C>
L. C. Boney, Jr. Director Field Agent for State Oil
69, 1985 and Gas Board; Self-
employed timber developer
and cattle rancher
Gerald P. Corgill Director President of Dozier Hard-
53, 1985 ware Company (hardware
and building supply firm)
Roy G. Cowan, D.M.D. Director Dentist (Retired)
61, 1990
William G. Harrison Director Insurance Agent &
48, 1976 President, Bedsole Dry
Goods, Inc. (retail
department stores) (Retired)
Hardie B. Kimbrough Director Presiding Judge, First
57, 1986 Judicial Circuit of the
State of Alabama (Retired)
James L. Miller Chairman of the Senior Vice President,
65, 1985 Board of Directors Finance, Administration
and Director and Planning, MacMillan
Bloedel Packaging Inc.
(forest products and container
board manufacturer) (Retired)
D. C. Nichols Vice Chairman of the President, Nichols
67, 1974 Board of Directors Trucking Company
and Director
Harold H. Spinks Director Pharmacist and Presi-
67, 1979 dent, Spinks Drug
Company (retail pharmacy)
James C. Stanley, D.M.D. Director Dentist
58, 1978
Howard M. Whitted Director Industrial Forester,
50, 1985 MacMillan Bloedel Packaging
Inc. (forest products and
container board manu-
facturer)
Jack M. Wainwright, III President, Chief President and Chief
50, 1986 Executive Officer, Executive Officer of
and Director United Security Bank
since November 1986
Larry M. Sellers Secretary/Treasurer Secretary/Treasurer of
46, 1984 of Bancshares since Bancshares and Senior
1987 and Senior Executive Vice Presi-
Executive Vice Pres- dent and Chief Adminis-
ident and Chief trative Officer of
Administrative United Security Bank
Officer of United since 1984
Security Bank
William D. Morgan Executive Vice Executive Vice President of
46, 1990 President of United Security Bank
United Security Bank
Rosemary R. Ingram Senior Vice President Senior Vice President of
54, 1984 United Security United Security Bank
Bank
</TABLE>
Leslie E. Pope has served since 1985 as a Director Emeritus of
Bancshares and United Security Bank. B. A. Cogle has served since
1989 as a Director Emeritus of Bancshares and United Security Bank.
Clyde P. Mahaffey has served since 1990 as a Director Emeritus of
Bancshares and United Security Bank. Directors Emeritus serve in
an advisory capacity to the Board of Directors and do not vote as
members of those Boards. Directors Emeritus receive fees
customarily paid to members of the Board of Directors of United
Security Bank.
The Boards of Directors of Bancshares and United Security Bank
conduct their business through meetings of the boards and through
their committees. During 1994, the Board of Directors of
Bancshares met twelve times and the Board of United Security Bank
met twelve times. In 1994, each director attended at least 75% of
the meetings of the Board of Directors.
There is no nominating committee or other committee performing
similar functions of the Board of Directors of United Security
Bank. United Security Bank's Board has an audit committee which
functions to ensure that the Bank's and Bancshares' financial
statements present fairly the condition of the Bank and Bancshares,
to determine that adequate accounting and operational controls are
in place to protect United Security Bank's and Bancshares' assets,
to report to the Board of Directors of the Bank any of its
findings, and to ensure that the affairs of the Bank and Bancshares
are being conducted in accordance with policy and regulatory and
legal requirements. The members of the audit committee are Hardie
B. Kimbrough, Chairman, James C. Stanley, and Roy G. Cowan. During
1994, the audit committee met four times. United Security Bank's
Board has a compensation committee which reviews officers'
salaries, benefits, incentive programs and other items of
compensation. The members of the compensation committee are Howard
Whitted, Chairman, James L. Miller, and Gerald P. Corgill. Jack M.
Wainwright, III and Larry M. Sellers serve in a non-voting
ex-officio capacity. The compensation committee met two times in
1994.
The policy of Bancshares is that the directors of Bancshares
receive no fees for service as directors. All directors of
Bancshares also serve as directors of United Security Bank and
receive a fee of $450 per regular board meeting of United Security
Bank, with the exception of the Chairman of the Board who receives
$900 per regular board meeting. Members of committees of United
Security Bank receive fees of $90 per meeting, except members of
the Officers' Loan Committee, who receive $450 per month.
AMENDMENTS TO THE BANCSHARES ARTICLES OF INCORPORATION
Amendments to Increase the Number of Authorized Shares and to
Change the Par Value
The Board of Directors of Bancshares has proposed an amendment
to the Amended Articles of Incorporation to increase the number of
authorized shares of Common Stock from 600,000 shares, with a par
value of $.25 per share, to 2,400,000 shares, with a par value of
$0.01 per share, and proposes to split each issued and outstanding
share of Bancshares Common Stock into four shares of Common Stock,
each with a par value of $0.01.
The Board believes that a four-for-one stock split will result
in a market price for Bancshares outstanding common stock that
should be more attractive to a broader spectrum of investors and
should therefore benefit Bancshares and its shareholders. It
should be noted, however, that there is no active market for
Bancshares Common Stock, and there can be no assurance that such
market will exist as a result of the proposed amendment and stock
split.
The Board also believes that increasing Bancshares' authorized
shares is advisable. Although Bancshares has no present plans to
make use of the newly authorized shares other than for the proposed
stock split, the Board believes that additional shares should be
available for future corporate purposes.
This split will change the capital and surplus capital
accounts, but will not change the total capital of Bancshares and
will not, under federal income tax laws, constitute taxable income
to the shareholders. Rather, the cost or other tax basis to a
shareholder of each old share held immediately prior to the split
will be divided equally among the corresponding four shares held
immediately after the split and the holding period for each of the
four shares will include the period for which the corresponding old
shares was held.
If the amendment to the Amended Articles of Incorporation to
increase the number of authorized shares is approved by the
requisite shareholder vote, the stock split will be effective on
April 26, 1995, the date upon which the amendment to Bancshares
Amended Articles of Incorporation will be filed with the Secretary
of State of the State of Alabama. Shareholders of record as of the
close of business on April 26, 1995, will be entitled to receive
three newly issued shares for each share held on such date.
Bancshares expects to mail the certificates for additional shares
on June 12, 1995 or as soon thereafter as possible.
Approval for the proposed amendment to the Amended Articles of
Incorporation of Bancshares requires the affirmative vote of
two-thirds of the issued and outstanding shares of Common Stock of
Bancshares. Bancshares currently has 534,490 issued and
outstanding shares. Accordingly, approval of the proposed
amendment will require the affirmative vote of 356,327 shares.
The Board of directors unanimously recommends that you vote
FOR the increase in Bancshares' authorized shares and the change in
par value.
Amendments Pursuant to the Revised Alabama Business Corporation Act
General. On March 21, 1994, the Alabama legislature adopted
an act (the "Act") amending the Alabama Business Corporation Act
extensively, effective January 1, 1995. As part of this amendment,
Articles of Incorporation of Alabama corporations may now contain
provisions such as the proposed amendment providing for exoneration
of directors. In addition, the law providing for indemnification
of directors has been clarified.
Directors' liability insurance has become a relatively
standard condition of service by directors. Recent changes in that
market, including the unavailability of the traditional policies
(and in many cases, the unavailability of any type of policy from
traditional insurance carriers), have threatened the quality and
stability of the governance of corporations, because directors have
become unwilling, in many instances, to serve without the
protection which such insurance policies provide and, in other
instances, may be deterred by the unavailability of insurance from
making entrepreneurial decisions. Although Bancshares thus far has
been able to procure liability insurance covering directors, the
Board believes that adoption of the proposed amendments could
reduce premium costs below those which would otherwise prevail,
could improve Bancshares' ability to secure directors' liability
insurance in the future, and could thereby improve Bancshares'
ability to retain and attract directors of the highest caliber.
Although Bancshares has not experienced difficulty in retaining and
attracting competent directors, and no director has indicated an
intention to resign if the amendment is not authorized by the
shareholders, Bancshares would anticipate such difficulty in the
event it became one of a minority of Alabama public companies which
did not afford its directors a protection offered by the Act.
In considering the proposed amendments, shareholders should
recognize that directors have a conflict of interest and that they
could benefit from these proposals at the expense of unaffiliated
shareholders. Shareholders should be aware that adoption of these
new provisions could, in certain circumstances, deprive Bancshares
and its shareholders of the ability to recover monetary damages
suffered by Bancshares or it shareholders on account of the
negligence of Bancshares' directors, and including, in certain
situations, the gross negligence of such directors in the
performance of their duties as such (including gross negligence
involving takeover or merger proposals for Bancshares), although
the Board believes that this possible disadvantage would be
outweighed by the advantages the Board perceives in the adoption of
the new provisions.
Indemnification. The Act clarifies indemnification for
directors, officers, employees and agents of corporations in
Alabama. The current Articles of Incorporation of Bancshares,
along with the amendments thereto, are included as Appendix A to
this Proxy Statement. Those Articles do not discuss
indemnification. However, indemnification was provided under the
previous act and continues to be provided under the Act. In
addition, in 1987 the shareholders of Bancshares approved an
Indemnification Agreement to be entered into by Bancshares and each
director and Executive Officer of Bancshares, providing
indemnification to the fullest extent authorized by the law. Those
indemnification agreements have been executed by each director and
currently remain in effect. The proposed amendment, like the
Indemnification Agreements, is intended to provide the greatest
rights of indemnification available under the Act. The amendment
would provide that indemnification is mandatory when the specified
standards are met. Thus the amendment follows the Indemnification
Agreements by taking advantage of the Act's provisions allowing for
expansion upon statutory indemnification. In order to provide
clarification and to set forth the indemnification to be provided
by Bancshares, the Board of Directors recommends adoption of the
following amendment as Article EIGHTH of the Bancshares Amended
Articles of Incorporation:
In amplification and not in limitation of the applicable
provisions of the Act:
Section 1.
(a) Except as provided in subsection (d) of this Section
1, the Corporation (which term, for purposes of this Article,
includes any domestic or foreign predecessor entity of the
Corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the
transaction) shall indemnify an individual who is or was a
director, officer, employee or agent of the Corporation or an
individual who, while a director, officer, employee or agent of the
Corporation, is or was serving at the Corporation's request as a
director, officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Indemnitee", which
term includes, unless the context requires otherwise, the estate or
personal representative of such individual) who was, is or has
threatened to be made a named defendant or respondent (a "Party")
in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and
whether formal or informal (a "Proceeding") because he or she is or
was a director, officer, employee or agent of the Corporation or,
while a director, officer, employee or agent of the Corporation, is
or was serving at the Corporation's request as a director, officer,
partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan), all reasonable expenses,
including counsel fees, incurred with respect to a Proceeding
("Liability") incurred in the Proceeding if:
(1) the Indemnitee conducted himself or herself in
good faith;
and
(2) the Indemnitee reasonably believed:
(i) in the case of conduct in his or her
Official Capacity (meaning thereby (a) when used with
respect to a director, the office of director in the
Corporation; and (b) when used with respect to an
individual other than a director, the office in the
Corporation held by an officer or the employment or
agency relationship undertaken by the employee or agent
on behalf of the Corporation; "Official Capacity" does not
include service for any other foreign or domestic corporation
or any partnership, joint venture, trust, employee benefit
plan or other enterprise) with the Corporation,
that the conduct was in its best interest; and
(ii) in all other cases that the conduct was
at least not opposed to its best interest; and
(3) in case of any criminal Proceeding the Indemnitee
had no reasonable cause to believe his or her conduct was unlawful.
(b) An Indemnitee is considered to be serving an employee
benefit plan at the Corporation's request if his or her duties to
the Corporation also impose duties on, or otherwise involve
services by, the Indemnitee to the plan or to participants in or
beneficiaries of the plan. An Indemnitee's conduct with respect to
an employee benefit plan for a purpose he or she reasonably
believed to be in the interests of the participants in, and
beneficiaries of, the plan is conduct that satisfies the
requirement of subsection (a)(2)(ii) of this Section 1.
(c) The termination of a Proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the Indemnitee did
not meet the standard of conduct described in this section.
(d) The Corporation shall not indemnify an Indemnitee
under this section:
(1) in connection with a Proceeding by or in the
right of the Corporation in which the Indemnitee was adjudged
liable to the Corporation; or
(2) in connection with any other Proceeding charging
improper personal benefit to the Indemnitee, whether or not
involving action in his or her Official Capacity, in which the
Indemnitee was adjudged liable on the basis that personal benefit
was improperly received by him or her.
(e) Indemnification provided under this section in
connection with a Proceeding by or in the right of the Corporation
is limited to reasonable expenses, including counsel fees, incurred
in connection with the Proceeding.
Section 2. The Corporation shall indemnify an Indemnitee who
was successful, on the merits or otherwise, in the defense of any
Proceeding, or of any claim, issue or matter in such Proceeding,
where he or she was a Party because he or she is or was a director,
officer, employee or agent of the Corporation or, while a director,
officer, employee or agent of the Corporation, is or was serving at
the Corporation's request as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, against reasonable expenses, including counsel fees,
incurred in connection therewith, notwithstanding that he or she
was not successful on any other claim, issue or matter in any such
Proceeding.
Section 3.
(a) The Corporation may pay for or reimburse the
reasonable expenses, including counsel fees, incurred by an
Indemnitee who was a party to a Proceeding in advance of final
disposition of the Proceeding if:
(1) the Indemnitee furnishes the Corporation a
written affirmation of good faith and belief that he or
she has met the standard of conduct described in Section 1 above;
(2) the Indemnitee furnishes the Corporation a
written undertaking executed personally or on the Indemnitee's
behalf, to repay the advance if it is ultimately determined that
the Indemnitee did not meet the standard of conduct, or is not
otherwise entitled to indemnification under Section 1(d), unless
an indemnification is approved by the court under the
provisions of the Act;
(3) a determination is made that the facts then known
to those making the determination would not preclude indemnification
under this Article EIGHTH.
(b) The undertaking required by subsection (a)(2) above
must be an unlimited general obligation of the Indemnitee but need
not be secured and may be accepted without reference to financial
ability to make repayment.
(c) Determinations and authorizations of payment under
this section shall be made in the manner specified in Section 4
below.
Section 4.
(a) The Corporation may not indemnify an Indemnitee under
Section 1 above unless authorized in the specific case after a
determination has been made that indemnification of the Indemnitee
is permissible in the circumstances because the Indemnitee has met
the standard of conduct set forth in Section 1 above.
(b) The determination shall be made:
(1) by the board of directors of the Corporation by
a majority vote of a quorum consisting of directors not at the
time Parties to the Proceeding;
(2) if a quorum cannot be obtained under subdivision
(1) above, by a majority vote of a committee duly designated by
the board of directors (in which designation directors who are
Parties may participate) consisting solely of two or more directors
not at the time Parties to the Proceeding;
(3) by special legal counsel;
(i) selected by the board of directors as
committee in the manner prescribed in subdivision (1)
or (2) above; or
(ii) if a quorum of the board of directors
cannot be obtained under subdivision (1) and a committee
cannot be designated under subdivision (2), selected by a
majority vote of the full board of directors (in which
selection directors who are Parties may participate); or
(4) by the shareholders, but shares owned or voted
under the control of Indemnitees who are at the time Parties to
the Proceeding may not be voted on the determination. A majority
of the shares that are entitled to vote on the transaction by
virtue of not being owned by or under the control of such
Indemnitees constitutes a quorum for the purpose of taking
action under this section.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if
the determination is made by special legal counsel, authorization
of indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under subsection (b)(3) to select
counsel.
Section 5. The Corporation may purchase and maintain
insurance, or furnish similar protection (including but not limited
to trust funds, self-insurance reserves or the like), on behalf of
an individual who is or was a director, officer, employee or agent
of the Corporation, who, while a director, officer, employee or
agent of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise,
against Liability asserted against or incurred by him or her in
that capacity or arising from his or her status as a director,
officer, employee or agent, whether or not the Corporation would
have the power to indemnify him or her against the same Liability
under Sections 1 or 2 above.
Section 6.
(a) Any indemnification, or advance for
expenses, authorized under this Article EIGHTH shall not
be deemed exclusive of and shall be in addition to that
which may be contained in the Corporation's bylaws, a
resolution of its shareholders or board of directors, or
in a contract or otherwise.
(b) This Article EIGHTH does not limit the
Corporation's power to pay or reimburse expenses incurred
by an Indemnitee in connection with the Indemnitee's
appearance as a witness in a Proceeding at a time when he
or she has not been made or named defendant or respondent
to the Proceeding.
The Board of Directors unanimously recommends that you vote
FOR the amendments to the Bancshares Amended Articles of
Incorporation.
Exoneration of Directors. In addition to clarifying
indemnification, the Act provides that a corporation may choose to
exonerate its directors from liability for monetary damages or
breach of fiduciary duty except in certain situations. As
permitted by the Alabama Business Corporation Act, the Board of
Directors recommends adoption of the following amendment as Article
NINTH of the Bancshares Amended Articles of Incorporation:
No director of the Corporation shall be personally
liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a
director, except liability for (a) the amount of a
financial benefit received by director to which he or she
is not entitled; (b) an intentional infliction of harm on
the Corporation or the shareholders; (c) voting for or
assenting to any unlawful distribution, as defined in the
Alabama Business Corporation Act; (d) an intentional
violation of criminal law; or (e) a breach of the
director's duty of loyalty to the Corporation or its
shareholders. If the Alabama Business Corporation Act
hereafter is amended to further eliminate or limit the
liability of a director, then a director of the
Corporation, in addition to the circumstances in which a
director is not personally liable as set forth in the
preceding sentence, shall not be liable to the fullest
extent permitted by the amended Alabama Business
Corporation Act.
The Board of Directors unanimously recommends that you vote
FOR the amendments to the Bancshares Amended Articles of
Incorporation.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the directors and executive officers of Bancshares, and persons who
own more than 10% of a registered class of Bancshares' equity
securities, to file with the Securities and Exchange Commission the
initial reports of ownership and reports of changes in ownership of
common stock of Bancshares. Officers, directors and greater than
10% shareholders are required by SEC regulations to furnish
Bancshares with copies of all Section 16(a) forms they file.
To Bancshares' knowledge, based solely on review of the copies
of such reports furnished to Bancshares and written representations
that no other reports were required, during the fiscal year ended
December 31, 1994, all Section 16(a) filing requirements applicable
to its officers, directors and greater than 10% beneficial owners
were met.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors and officers of Bancshares and United
Security Bank and their associates were customers of, and had
transactions with, United Security Bank in the ordinary course of
business since the beginning of the last fiscal year, and
additional transactions may be expected to take place in the
ordinary course of business. Included in such transactions are
outstanding loans, all of which were made on substantially the same
terms, including interest rates and collateral, as those prevailing
at the time for comparable transactions with other persons and did
not involve more than the normal risks of collectibility or present
other unfavorable features.
COMPENSATION COMMITTEE REPORT
This report is provided by the Compensation Committee of the
Board of Directors (the "Committee") to assist stockholders in
understanding the Committee's objectives and procedures in
establishing the compensation of United Security's Chief Executive
Officer and other senior executives.
The Committee consists of three outside directors and also
includes the chief executive officer and senior executive officer
who serve in a non-voting ex officio capacity. The committee is
responsible for establishing and administering Bancshares' and
United Security's executive compensation program.
The Committee has been provided with competitive pay and
performance information by outside sources. United Security's
staff provided additional analysis that was used by the Committee.
In structuring the incentive programs, the Committee has been
advised by external legal counsel, as well as United Security's
staff, on plan design.
Compensation Philosophy and Objective
The Committee believes that compensation of Bancshares' or
United Security's key executives should:
- link rewards to business results and stockholders' returns,
- encourage creation of stockholders' value and achievement of
strategic objectives,
- maintain an appropriate balance between salary and incentive
opportunity,
- attract and retain, on a long-term basis, high caliber personnel,
- provide total compensation opportunity that is competitive with
the banking industry, taking into account relative company size
and performance as well as individual responsibilities and
performance, and
- continue to provide compensation that is tax deductible.
Key Elements of Executive Compensation
Bancshares' and United Security's existing executive
compensation program consists of two elements: Base Pay and
Incentives. Payment of the incentive depends on performance
measured against annual objectives as described below.
Base Pay
- Salary structures are targeted to average pay levels of other regional
banks of similar size and structure. Individual base pay within the
structures is based on sustained individual performance toward achieving
Bancshares' goals and objectives.
- Executive salaries are reviewed annually.
Incentive
- The incentive plan is an annual cash incentive plan which links
incentives to performance results of the prior year. Awards are
based on three components: corporate results, bank operating results
and individual performance.
- Operating and financial targets are set at the beginning of each year.
Targets included a variety of elements such as: loan growth, expense
control, income generation, return on average equity (ROAE), and loan
portfolio performance. Results are measured against annual business
plan objectives and against industry standards.
- Actual individual incentives depend on assessments of individual success
in meeting targets.
1994 CEO Compensation
In assessing the performance and establishing the base salary
and incentive compensation of the Chief Executive Officer and other
members of Bancshares' or United Security's senior management, the
Committee paid particular attention to management's sustained
success in operating United Security Bank.
The 1994 base salary of United Security's Chief Executive
Officer was set without his participation. In setting the Chief
Executive Officer's base salary, special consideration was given to
United Security's superior earnings record since his appointment.
Earnings have increased every year for the past eight years.
Consideration was also given to his personal job performance,
expectations of his anticipated contributions to United Security's
future and his rights under his three-year employment agreement
dated December 17, 1991, described herein.
The 1994 incentive compensation for the Chief Executive
Officer was based on the same goals and criteria as the incentive
for all bank loan officers. All employees earned a cash incentive
based on a return on average asset goal of two percent and a return
on average equity goal of fifteen percent. All loan officers were
given additional financial incentives based on the performance of
the loan portfolio they administer and the Chief Executive Officer
participated in this incentive program. For example: the Chief
Executive Officer was awarded a cash incentive for achieving a
growth rate of greater than 8% in his loan portfolio, and for his
success in reducing the charge-off loans in his portfolio to less
than .05%. However, since his portfolio had a delinquency rate of
greater than 3.5%, his total cash incentive was reduced. The
Committee's base salary and incentive recommendation for the Chief
Executive Officer was reviewed and approved by the full board of
directors.
Based on recommendations to the Committee from the Chief
Executive Officer, the 1994 base salaries for the other executive
officers were set by the Committee, using the same review process
as applied when establishing the chief executive's base salary.
The Committee reviewed their individual recommendations regarding
each named executive officer with the Board of Directors and
secured full board approval.
Other Executive Compensation
United Security provides programs to executives that are also
available to other employees including The United Security
Bancshares, Inc. Employee Stock Ownership Plan and health
insurance. United Security provides no pension programs.
This report furnished by:
Howard M. Whitted (Chairman)
James L. Miller
Gerald P. Corgill
Comparative Stock Performance
The following graph compares cumulative total shareholder
returns on Bancshares Common Stock for the five years ended
December 31, 1994, with that of The Standard and Poor's Composite
Index ("S&P 500") and a peer group stock performance index defined
as follows: 21 independent community banks located in the
Southeast United States (the "Independent Bank Index"). The graph
shows the comparative values for $100 invested on December 31,
1989.
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
UNITED SECURITY BANCSHARES, INC. 100 108 178 220 310 327
INDEPENDENT BANK INDEX-Weighted 100 89 99 136 160 193
S&P 500 INDEX 100 97 127 136 150 152
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No executive officer-company director interlocks existed for
1994. During 1994, Jack M. Wainwright III, President and Chief
Executive Officer, and Larry M. Sellers, Senior Executive
Vice-President, were ex officio non-voting members of the
compensation committee. They participated only in compensation
recommendations, discussions and decisions involving Company
officers other than themselves.
EXECUTIVE COMPENSATION BENEFITS
The following table indicates all compensation paid by
Bancshares or United Security Bank for services rendered to
Bancshares or United Security Bank during 1994 by Jack M.
Wainwright, III and Larry M. Sellers, the only executive officers
whose total cash compensation exceeded $100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Name/Title Year Salary Bonus(1) Other(2)
<S> <C> <C> <C> <C>
Jack M. Wainwright, III 1994 $131,923.00 $43,022.63 $17,070.15
President & Chief 1993 126,537.16 41,130.96 13,434.70
Executive Officer 1992 116,509.45 23,027.29 11,910.83
Larry M. Sellers 1994 $ 75,884.46 $22,520.86 $ 9,654.92
Secretary/Treasurer of 1993 72,066.76 24,863.74 10,277.98
Bancshares and Executive 1992 69,065.95 15,854.59 10,178.30
Executive Vice President
and Chief Administrative
Officer of United
Security Bank
<FN>
(1) Bonuses are earned solely through the incentive compensation
program based on (i) a return on average asset goal of two percent;
(ii) a return on average equity goal of fifteen percent; and (iii)
financial incentives based on the loan portfolio administered by
the named officer.
(2) The totals in this column reflect United Security
contributions under The United Security Bancshares, Inc. Employee
Stock Ownership Plan and other perquisites.
</FN>
</TABLE>
Bancshares entered into an employment agreement on November 1,
1994, with Jack M. Wainwright, III, President and Chief Executive
Officer, which provides, among other things, that Mr. Wainwright
will be employed for a period of three years as President and Chief
Executive Officer of United Security Bank and that he would receive
a minimum salary of $131,000 in 1995, with minimum annual salary
increases until the expiration of such contract in 1997. Mr.
Wainwright's employment agreement also provides that he is entitled
to receive severance compensation in an amount equal to three times
his average annual salary for the period of the contract if he is
terminated for any reason other than his death or disability, his
resignation, his conviction of a crime of moral turpitude, or the
expiration of his agreement. Also, Mr. Wainwright will be entitled
to such severance compensation upon any reduction in the level or
a change in nature of his responsibilities to Bancshares or United
Security Bank. The contract with Mr. Wainwright replaced a similar
contract that expired on October 31, 1994.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
At its meeting on March 15, 1994, the Board of Directors of
Bancshares, upon recommendation of the Audit Committee of the
United Security Bank Board of Directors, approved the engagement of
the accounting firm of Smith, Dukes & Buckalew as the independent
public accountants to audit Bancshares' financial statements for
the year ending December 31, 1994.
Smith, Dukes & Buckalew will serve as Bancshares' principal
independent public accountant for the current year.
Representatives of Smith, Dukes & Buckalew are expected to be
present at the 1995 Annual Meeting of Stockholders, with the
opportunity to make a statement if they desire to do so, and are
expected to be available to respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS
Subject to certain rules of the Securities and Exchange
Commission, proposals by shareholders intended to be presented at
Bancshares' 1996 annual meeting of shareholders must be received at
Bancshares' principal executive office not less than 120 days in
advance of April 3, 1996 for inclusion in the proxy or information
statement relating to the 1996 annual meeting.
OTHER MATTERS
Bancshares does not know of any matters to be presented for
action at the annual meeting other than those listed in the notice
of the annual meeting and referred to herein.
Bancshares will furnish without charge to its shareholders,
upon written request, a copy of its annual report on Form 10-K,
including the accompanying financial statements and schedules,
required to be filed with the Securities and Exchange Commission
for the year ended December 31, 1994. Copies of the exhibits to
such report will also be available upon payment of a reasonable fee
for copying charges. Requests should be made to Larry M. Sellers,
Treasurer, United Security Bancshares, Inc., 131 West Front Street,
Post Office Box 249, Thomasville, Alabama 36784.
PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN
THE ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE. YOU MAY REVOKE
THE PROXY BY GIVING WRITTEN NOTICE TO THE SECRETARY OF BANCSHARES
AT ANY TIME PRIOR TO THE VOTING THEREOF, BY EXECUTING A LATER DATED
PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
UNITED SECURITY BANCSHARES, INC.
Thomasville, Alabama
April 3, 1995
APPENDIX A
ARTICLES OF INCORPORATION
OF
UNITED SECURITY BANCSHARES, INC.
The undersigned, acting as incorporator of a corporation under
the Code of Alabama, adopts the following Articles of Incorporation
for such corporation:
FIRST: The name of the corporation is United Security
Bancshares, Inc.
SECOND: The period of its duration is perpetual.
THIRD: The purpose or purposes for which the corporation is
organized are to engage in business as a bank holding company under
the Bank Holding Company act of 1956, as amended, and to transact
any or all lawful business for which corporations may be
incorporated under the Alabama Business Corporation Act.
FOURTH: The aggregate number of shares which the corporation
shall have authority to issue is 150,000 shares of common stock,
par value of $10.00 per share.
FIFTH: The address of the initial registered office of the
corporation is 131 West Front Street, Thomasville, Alabama, 36784,
and the name of the initial registered agent at such address is
Robert F. Adams.
SIXTH: The number of directors constituting the initial Board
of Directors of the corporation is nine (9), and the names and
addresses of the persons who are to serve as directors until the
first annual meeting of shareholders or until their successors are
elected and shall qualify are:
NAME ADDRESS
Robert F. Adams Post Office Box 249
Thomasville, Alabama 36784
W. H. Andrews, Jr. Post Office Box 249
Thomasville, Alabama 36784
B. A. Cogle, Jr. Post Office Box 249
Thomasville, Alabama 36784
William G. Harrison, Jr. Post Office Box 249
Thomasville, Alabama 36784
Donald C. Nichols Post Office Box 249
Thomasville, Alabama 36784
L. E. Pope Post Office Box 249
Thomasville, Alabama 36784
Harold H. Spinks Post Office Box 249
Thomasville, Alabama 36784
William L. Spinks Post Office Box 249
Thomasville, Alabama 36784
J. C. Stanley Post Office Box 249
Thomasville, Alabama 36784
SEVENTH: The name and address of each incorporator is:
Robert F. Adams Post Office Box 249
Thomasville, Alabama 36784
INCORPORATOR
Date:---------------------- -----------------------------------------
Robert F. Adams
This instrument prepared by:
James B. Newell, Jr.
Miller, Hamilton, Snider & Odom
Post Office Box 46
Mobile, Alabama 36601
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
UNITED SECURITY BANCSHARES, INC.
Pursuant to the provisions of Section 10-2A-113 of the Code of
Alabama, the undersigned corporation adopts the following Articles
of Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is United Security
Bancshares, Inc.
SECOND: The following amendment to the Articles of
Incorporation was adopted by the shareholders of the corporation on
June 19, 1984, in the manner prescribed by the Alabama Business
Corporation Act:
Article Four of the Articles of Incorporation which originally
read as follows:
FOURTH: The aggregate number of shares which the corporation
shall have authority to issue is 150,000 shares of common stock,
par value of $10.00 per share.
is hereby amended to read as follows:
FOURTH: The aggregate number of shares which the corporation
shall have authority to issue is 150,000 shares of common stock,
par value of $1.00 per share.
THIRD: The number of shares of the corporation outstanding at
the time of such adoption was 112,500; and the number of shares
entitled to vote thereon was 112,500.
FOURTH: The number of shares voted for such amendment was
81,256; and the number of shares voted against such amendment was
81,256.
FIFTH: The certificates for shares which have been previously
issued shall be exchanged by the shareholders for new certificates.
SIXTH: The amendment changes the amount of stated capital
from $1,500,000, divided into 150,000 shares for $10.00 par value
common stock, to $150,000, divided into 150,000 shares of $1.00 par
value common stock. The Amendment reduces the aggregate par value
of the outstanding stock from $1,125,000 to $112,500. The amount
of the reduction in the stated capital will be added to the surplus
account of the corporation leaving the total of the capital
accounts of the corporation unchanged.
DATED: July 27, 1984
UNITED SECURITY BANCSHARES, INC.
By: __________________________________
Its President
and ___________________________________
Its Secretary
STATE OF ALABAMA )
COUNTY OF CLARKE )
I, ___________________________, a notary public, do hereby
certify that on this ________ day of July, 1984, personally
appeared before me Robert F. Adams and B. A. Cogle, Jr., who being
by me first duly sworn, declared that they are the President and
Secretary of United Security Bancshares, Inc., that they signed the
foregoing document as President and Secretary of the corporation,
and that the statements therein contained are true.
_____________________________________
Notary Public, Clarke County, Alabama
My Commission Expires:_______________
ARTICLES OF AMENDMENT TO
THE AMENDED ARTICLES OF INCORPORATION
OF
UNITED SECURITY BANCSHARES, INC.
Pursuant to the provisions of Section 10-2A-113 of the Code of
Alabama, the undersigned corporation adopts the following Articles
of Amendment to its Amended Articles of Incorporation:
FIRST: The name of the corporation is United Security
Bancshares, Inc.
SECOND: The following amendment of the Articles of
Incorporation was adopted by the shareholders of the corporation on
May 1, 1990, in the manner prescribed by the Alabama Business
Corporation Act:
ARTICLE FOURTH of the Amended Articles of Incorporation which
read as follows:
FOURTH: the aggregate number of shares which the corporation
shall have authority to issue is 150,000 shares of common stock,
par value of $1.00 per share.
Is hereby further amended to read as follows:
FOURTH: The aggregate number of shares which the corporation
shall have authority to issue is 600,000 shares of common stock,
par value of $.25 per share.
THIRD: The number of shares of the corporation outstanding at
the time of such adoption was 121,615; and the numbers of shares
entitled to vote thereon was 121,615.
FOURTH: The number of shares voting for the amendment was
100,763.5; and the number of shares voting against the amendment
was 255.
Dated May 8, 1990.
UNITED SECURITY BANCSHARES, INC.
By:___________________________________
Its President
By:___________________________________
Its Secretary
STATE OF ALABAMA )
COUNTY OF CLARKE )
I, the undersigned authority, a Notary Public in and for said
County in said State, hereby certify that Jack M. Wainwright, III,
whose name as President of United Securities Bancshares, Inc., an
Alabama corporation, is signed to the foregoing instrument, and who
is known to me, acknowledged before me on this day that, being
informed of the contents of said Articles of Amendment, he, as such
officer and with full authority, executed the same voluntarily for
and as the act of said corporation.
Given under my hand and official seal, this the 8th day of
May, 1990.
___________________________________________
Notary Public
AFFIX SEAL
My commission expires:_____________________________
This instrument prepared by:
James M. Pool
Maynard, Cooper & Gale, P.C.
1901 Sixth Avenue North
2400 AmSouth/Harbert Plaza
Birmingham, AL 35203
(205) 254-1000
