<LETTER>
MAYNARD, COOPER & GALE, P.C.
ATTORNEYS AT LAW
1901 SIXTH AVENUE NORTH
2400 AMSOUTH/HARBERT PLAZA
BIRMINGHAM, ALABAMA 35203-2602
(205) 254-1000
FACSIMILE (205) 254-1999
MONTGOMERY OFFICE:
ONE COMMERCE STREET
SUITE 302
MONTGOMERY, ALABAMA 36104
(334) 262-2001
Writer's Direct Dial No.: (205) 254-1055
April 2, 1996
FILED VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: United Security Bancshares, Inc.
On behalf of our client, United Security Bancshares, Inc.
("United Security"), and pursuant to Rule 14a-6(c), transmitted via
the EDGAR system is the definitive copy of the Proxy Statement to
be used by United Security in connection with its Annual Meeting of
Shareholders and which is being mailed to shareholders as of
today's date.
The $125 filing fee associated with this filing has been
deposited previously.
Pursuant to Rule 14a-3, also transmitted is a copy of the
Annual Report to Shareholders for the information of the
Commission. In addition, accompanying this letter is a letter of
representation from management regarding absence of changes in
accounting practices.
Please do not hesitate to contact the undersigned if you have
any questions or comments.
Very truly yours,
J. Michael Savage
JMS/ead
Enclosures
cc: Jack M. Wainwright, III
Larry M. Sellers
Kevin M. Rittelmeyer
James M. Pool
</LETTER>
<LETTER>
UNITED SECURITY BANCSHARES, INC.
P.O. BOX 249
THOMASVILLE, ALABAMA 36784
334-636-5424
March 14, 1996
Filed VIA EDGAR
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
Pursuant to Rule 14a-3(c), management of United Security
Bancshares, Inc. hereby informs the Securities and Exchange
Commission that the financial statements in its Annual Report to
Shareholders for the year ended December 31, 1995, transmitted
herewith, do not reflect a change from the preceding year in any
accounting principles or practices or in the method of applying any
such principles or practices.
UNITED SECURITY BANCSHARES, INC.
/s/ Jack M. Wainwright, III
By: Jack M. Wainwright, III
Its: President & CEO
</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)
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(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.
[ ] 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.
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 23, 1996, 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 1995. 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 2, 1996
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 23, 1996
TO THE SHAREHOLDERS OF UNITED SECURITY BANCSHARES, INC.:
Notice is hereby given that the 1996 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 23, 1996, at 2:00 p.m., local time, for the following
purposes:
(1) To elect 10 directors of Bancshares to serve for the
ensuing year;
(2) 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 29, 1996, 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 2, 1996
UNITED SECURITY BANCSHARES, INC.
131 West Front Street
Post Office Box 249
Thomasville, Alabama 36784
Telephone 334-636-5424
PROXY STATEMENT
FOR 1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1996
INTRODUCTION
This Proxy Statement is furnished on or about April 2, 1996 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 23, 1996 at 2:00 p.m. As more fully described
herein, the matters to be considered and acted upon are: (1) the
election of 10 directors of Bancshares; and (2) the transaction of
such other business as may properly come before the meeting. The
Board of Directors of Bancshares recommends the election of the 10
director-nominees named in this Proxy Statement.
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 item 1 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 $197.5 million and eight banking offices. At December
31, 1995, 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 29,
1996. Only holders as of such date are eligible to vote at the
meeting.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
As of January 31, 1996, Bancshares had issued 2,202,060 shares
of common stock, of which 2,137,960 were outstanding, with
approximately 564 holders of record. Bancshares also holds 64,100
shares as treasury stock. There are currently 2,400,000 shares of
Common Stock, par value $.01 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, 1996
<S> <C> <C>
Gerald P. Corgill 80,616 (1)
3.77%
Roy G. Cowan, D.M.D. 23,624
1.10%
William G. Harrison 30,128 (2)
1.41%
Hardie B. Kimbrough 12,492 (3)
*
James L. Miller 14,080
*
D. C. Nichols 85,000 (4)
3.98%
Harold H. Spinks 23,728 (5)
1.11%
James C. Stanley, D.M.D. 4,000
*
Jack M. Wainwright, III 17,600 (6)
*
Howard M. Whitted 3,696
*
All directors and executive officers
as a group (13 persons,
including the persons named above) 297,608
13.92%
<FN>
* Represents less than one percent of the outstanding shares.
(1) Includes 60,984 shares owned by Mr. Corgill's spouse or by Mr.
Corgill's children. Mr. Corgill disclaims beneficial ownership
of such 60,984 shares. Also includes 1,480 shares owned by
Dozier Hardware Company, of which Mr. Corgill is President.
Also includes 3,120 shares owned by Dozier Hardware Profit
Sharing Plan & Trust.
(2) Includes 7,248 shares with respect to which Mr. Harrison
shares voting and investment power.
(3) Includes 140 shares with respect to which Mr. Kimbrough shares
voting and investment power. Also includes 352 shares owned by
Mr. Kimbrough's spouse with respect to which Mr. Kimbrough
disclaims beneficial ownership.
(4) Includes 38,976 shares owned by Nichols Trucking Company, of
which Mr. Nichols is President.
(5) Includes 8,652 shares owned by Mr. Spinks' spouse with respect
to which Mr. Spinks disclaims beneficial ownership, and 6,424
shares owned by Spinks Drug Company, of which Mr. Spinks is
President.
(6) Includes 14,080 shares with respect to which Mr. Wainwright
shares voting and investment power.
</FN>
</TABLE>
ELECTION OF DIRECTORS
Bancshares recommends that the shareholders elect the 10
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 10 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>
Gerald P. Corgill Director President of Dozier Hard-
54, 1985 ware Company (hardware
and building supply firm)
Roy G. Cowan, D.M.D. Director Dentist (Retired)
62, 1990
William G. Harrison Director Insurance Agent &
49, 1976 President, Bedsole Dry
Goods, Inc. (retail
department stores) (Retired)
Hardie B. Kimbrough Director Attorney; Retired Presiding
58, 1986 Judge, First Judicial Circuit
of the State of Alabama
James L. Miller Chairman of the Senior Vice President,
66, 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
68, 1974 Board of Directors Trucking Company (Retired)
and Director
Harold H. Spinks Director Pharmacist and Presi-
68, 1979 dent, Spinks Drug
Company (retail pharmacy)
James C. Stanley, D.M.D. Director Dentist
59, 1978
Howard M. Whitted Director Industrial Forester,
51, 1985 MacMillan Bloedel Packaging
Inc. (forest products and
container board manufacturer)
Jack M. Wainwright, III President, Chief President and Chief
51, 1986 Executive Officer, Executive Officer of
and Director United Security Bank
since November 1986
EXECUTIVE OFFICERS WHO
ARE NOT ALSO DIRECTORS
Larry M. Sellers Secretary/Treasurer Secretary/Treasurer of
47, 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
47, 1990 President of United Security Bank
United Security Bank
Rosemary R. Ingram Senior Vice President Senior Vice President of
55, 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 1995, the Board of Directors of Bancshares
met twelve times and the Board of United Security Bank met twelve
times. In 1995, 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
1995, 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 one time in
1995.
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.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section16(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 Section16(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, 1995, all Section16(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.
1995 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 1995 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 November 1, 1994, described herein.
The 1995 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 7.0% 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 2.0%, 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 1995 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, 1995, 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, 1990.
<TABLE>
UNITED SECURITY BANCSHARES, INC.
Five Year Performance Index
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
United Security Bancshares, Inc. 100 164 203 287 303 328
Independent Bank Index-Weighted 100 111 152 188 225 299
S&P 500 Index 100 131 141 155 157 215
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No executive officer-company director interlocks existed for
1995. During 1995, 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 1995 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 1995 $137,550.00 $48,148.75 $17,036.38
President & Chief 1994 131,923.00 41,225.94 17,070.15
Executive Officer 1993 126,537.16 43,022.63 13,434.70
Larry M. Sellers 1995 $ 79,736.43 $29,901.16 $ 9,432.05
Secretary/Treasurer of 1994 75,884.46 24,852.16 9,654.92
Bancshares and Executive 1993 72,066.76 22,520.86 10,277.98
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
performance of 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.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
At its meeting on March 21, 1995, 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, 1995.
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' 1997 annual meeting of shareholders must be received at
Bancshares' principal executive office not less than 120 days in
advance of April 2, 1997 for inclusion in the proxy or information
statement relating to the 1997 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, 1995. 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 2, 1996
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
UNITED SECURITY BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
April 23, 1996
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 23, 1996,
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: 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
TO VOTE __ 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. 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.
TO VOTE __ 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 PROPOSAL 1.
Dated: _____________________________, 1996
Phone No._________________________________
__________________________________________
(Signature of Stockholder)
___________________________________________
(Signature of Stockholder, if held jointly)
