Notice of
ANNUAL SHAREHOLDERS MEETING
and
PROXY STATEMENT
TIME: TUESDAY, APRIL 11, 1995
5:00 P. M.
NATIONAL BANK OF COMMERCE OF MISSISSIPPI
COLUMBUS BANKING CENTER
803 MAIN
COLUMBUS, MISSISSIPPI
NBC CAPITAL CORPORATION
Starkville, Mississippi
NOTICE OF ANNUAL SHAREHOLDERS MEETING
To the Shareholders of
NBC Capital Corporation
Notice is hereby given that pursuant to call of its directors and in
compliance with the By-laws, the Annual Meeting of Shareholders of NBC
Capital Corporation, the holding company of National Bank of Commerce of
Mississippi and First State Bank of Tuscaloosa will be held at the National
Bank of Commerce of Mississippi, Columbus Banking Center, 803 Main, Columbus,
Mississippi on Tuesday, April 11, 1995 at 5:00 P. M. for the purpose of
considering and voting on the following proposals:
1. Election of Directors: Fixing the number of directors at
twenty-five and the election of the twenty-four directors set
forth in the Proxy Statement dated March 20, 1995, accompanying
this notice of said meeting.
2. To consider and act upon whatever other business might be brought
before the meeting or any adjournment thereof.
Only those shareholders of record at the close of business March 1, 1995
shall be entitled to notice of meeting.
BY ORDER OF THE BOARD OF DIRECTORS
L. F. Mallory, Jr.
Chairman of the Board and Chief Executive Officer
Dated and Mailed at
Starkville, Mississippi
March 20, 1995
Enclosures:
1. Proxy
2. Business reply envelope
3. Annual Report
Whether or not you are able to personally attend the meeting, the Board
of Directors respectfully requests that you sign and return the enclosed proxy
at your earliest convenience.
Your presence at the Annual Meeting is encouraged.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 11, 1995
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of NBC Capital Corporation (hereinafter sometimes
referred to as the "Corporation") of proxies for the Annual Meeting of
Shareholders to be held at the National Bank of Commerce, Columbus Banking
Center, 803 Main, Columbus, Mississippi, Tuesday, April 11, 1995 at
5:00 P. M., and any adjournment thereof, for the purpose stated below.
Shareholders of record as of March 1, 1995 are entitled to vote at the
meeting or any adjournment thereof. On March 1, 1995 there were outstanding
and entitled to vote, 1,200,000 shares of common stock, each of which
entitles the holder to one vote on all business of the meeting and to vote
in the election of directors as presented below.
Any person giving a proxy has the power to revoke it at any time before
it is exercised. Notice shall be given in writing or in person for those
attending the meeting and voting in person. Additionally, a proxy may be
revoked by a subsequently dated proxy. The proxy will be voted in accordance
with the specifications given by the stockholder. The Board of Directors
will vote any proxy received but not directive of the stockholder's vote in
favor of Proposal One.
The cost of soliciting proxies will be borne by the Corporation. In
addition to solicitations by mail, directors, officers and regular employees
may solicit personally or by telephone or telegraph.
The Corporation has no knowledge as of March 1, 1995 that any person
beneficially owned, directly or indirectly, more than five percent of the
outstanding common stock of the Corporation, except as noted herein:
Name and Address Amount and Nature Percent
of of Beneficial Ownership of
Beneficial Owner as of March 1, 1995 Class
________________ _______________________ _______
Estate of J. R. Scribner,
Deceased
P. O. Box 840
Amory, Mississippi 230,567* 19.2
Employee Stock Ownership Plan 76,597 6.4
*Sarah Scribner Prude, J. R. Scribner, Jr. and James R. Prude are
co-executors of the J. R. Scribner estate. All are being presented for
election to the Corporation's Board of Directors. Above ownership includes
Scribner Equipment Company account.
ELECTION OF DIRECTORS
The nominees are to be elected for a term of one year or until their
respective successors are duly elected and have qualified. It is intended
that shares represented by proxies solicited by management will be voted
in accordance with specifications of the stockholders as to election of
directors on all nominees listed below. Designated proxy agents may vote
proxies in any manner in which the individual shareholder may vote unless
otherwise instructed by the shareholder. In the event any nominees are
unavailable as candidates, the proxy agents will vote for other persons
who in their best judgement are qualified as substitute candidates. The
Certificate of Incorporation states that at all elections of directors of
the Corporation, each shareholder shall be entitled to as many votes as
shall equal the number of votes which he would be entitled to cast for the
election of directors with respect to his shares multiplied by the number
of directors to be elected, and he may cast all such votes for a single
director, or may distribute them among the number to be voted for, or any
two or more of them, as he may see fit.
Other nominations for the office of director may be made only in
accordance with the By-Laws, as amended, which provide:
That it is required that non-management director nominations be made
by written notice to the Secretary and received no later than ninety (90)
days prior to the month and day that the proxy material regarding the last
election of directors to the Board of Directors of the Corporation was
mailed to the stockholders. Notice must include the full name of the
director nominated, his age and date of birth, his educational background,
and a list of business experience and positions held for at least the
preceding five years. The notice must include home and office addresses
and telephone numbers and include a signed representation by the nominee to
timely provide all information requested by the Corporation as part of its
disclosure in regard to the solicitation of proxies for election of
directors. The name of each such candidate for director must be placed
in nomination at the Annual Meeting by a stockholder present in person and
the nominee must be present in person at the meeting for the election of
directors. Additionally, all relevant outstanding SEC rules and regulations
must be followed by any shareholder making a proposal covered by this
section. A vote for a person who has not been duly nominated pursuant to
these requirements is void.
The following schedule sets forth, as to each person nominated for
election to the Board of Directors of the Corporation, information as to
his principal occupation, year in which he began his period of service as
a director of the Corporation, his other position or office with the
Corporation, if any, and the common stock of the Corporation of which he is
the beneficial owner. Unless otherwise noted, each individual has sole
voting and investment power in the ownership reflected.
<TABLE>
<CAPTION>
Stock of
Corporation
Member of Beneficially
the Board Owned as of Percent
Name and Residence Age Occupation & Experience Since March 1, 1995 of Class
__________________ ____ _______________________ _________ _____________ ________
<S> <C> <C> <C> <C> <C>
Mark A. Abernathy 38 Executive Vice President 1994 1,000 .1
2007 Woodlake Drive and Chief Operating
Starkville, MS. Officer, NBC Capital
Corporation and National
Bank of Commerce of
Mississippi, Starkville,
MS.
Robert A. Cunningham 49 Planter 1990 16,358 1.4
340 Deerbrook Road Brooksville, MS.
Brooksville, MS.
J. Nutie Dowdle 51 President, Dowdle Butane 1990 9,084 .8
521 Huckleberry Hills Gas Co., Inc. and
Columbus, MS. Wholesale LP Gas Co.
Columbus, MS.
Clifton B. Fowler 46 Vice President, NBC 1991 1,130 .1
1306 South Montgomery Capital Corporation and
Starkville, MS. President, National Bank
of Commerce of Mississippi,
Starkville Banking Center
Starkville, MS.
Hunter M. Gholson 62 Attorney at Law, 1974 16,009 (1) 1.3
110 6th Street North Gholson, Hicks, Nichols
Columbus, MS. and Ward
Columbus, MS. and
Secretary of the Board,
NBC Capital Corporation
and National Bank of
Commerce of Mississippi.
Bobby L. Harper 53 Chairman of Executive 1977 5,270 .4
1524 Briarwood Circle Committee, NBC Capital
Columbus, MS. Corporation and National
Bank of Commerce of
Mississippi and President,
National Bank of Commerce
of Mississippi,
Columbus Banking Center
Columbus, MS.
Carl M. Holloway 48 Vice President, NBC 1983 4,028 .3
Route 5 Box 30 Capital Corporation and
Starkville, MS. Executive Vice President,
National Bank of Commerce
of Mississippi
Starkville, MS.
Robert S. Jones 63 President, Fletcher- 1973 5,547 .5
803 19th Ave. North Jones, Inc.
Columbus, MS. Columbus, MS.
Kenneth A. Madison 62 Vice President, NBC 1991 2,481 .2
529 Poplar Avenue Capital Corporation and
Philadelphia, MS. President, National Bank
of Commerce of Mississippi,
Philadelphia Banking Center
Philadelphia, MS.
Lewis F. Mallory, Jr. 52 Chairman of the Board 1969 17,208 (2) 1.4
513 Greensboro St. and President, NBC
Starkville, MS. Capital Corporation
and National Bank of
Commerce of Mississippi
Starkville, MS.
Robert D. Miller 65 Certified Public 1975 6,050 .5
Treas Lake Road Accountant, R. D
Aberdeen, MS. Miller & Co., C.P.A.
Aberdeen, MS.
Edith D. Millsaps 70 Chairman of the Board 1977 3,188 .3
Mayhew Road and Secretary-Treasurer,
Starkville, MS. Millsaps Chevrolet-Pontiac-
Buick-GMC Truck, Inc.
Starkville, MS.
Ralph E. Pogue 65 Attorney at Law, 1979 3,896 (3) .3
Lakewood Street Holcomb, Dunbar, Connell,
Aberdeen, MS. Chaffin and Willard
Aberdeen, MS.
Thomas J. Prince, Jr. 53 Vice President, NBC 1990 2,459 .2
301 Bellview Capital Corporation and
Aberdeen, MS. President, National Bank
of Commerce of Mississippi,
Aberdeen Banking Center
Aberdeen, MS.
James R. Prude 41 Independent Bank 1994 272,133 (4) 22.7
4407 Southcrest Road Consultant and Vice (5)
Dallas, TX. President, Scribner
Equipment Co., Inc.
Amory, MS.
Sarah Scribner Prude 68 Secretary-Treasurer, 1987 235,610 (4) 19.6
Highway 25 South Scribner Equipment Co.,
Amory, MS. Inc., Amory, MS.
A. C. Puckett 90 President, Memorial 1934 9,951 (6) .8
Holly Hills Insurance Company
Columbus, MS. Columbus, MS.
Allen B. Puckett, III 44 President, Columbus 1987 34,312 2.9
Jolly Road Brick Company
Columbus, MS. Columbus, MS.
Dr. James C. Ratcliff 63 Brooksville Medical 1978 1,789 (7) .2
East Depot Street Association
Brooksville, MS. Brooksville, MS.
J. R. Scribner, Jr. 67 President, 1971 235,610 (4) 19.6
Highway 25 South Scribner Equipment Co., Inc.
Amory, MS. Amory, MS.
Sammy J. Smith 55 Owner, Smith & Byars 1977 1,119 .1
20 Tally Ho Drive Men's Clothing
Starkville, MS. Starkville, MS.
William H. Ward 73 Attorney at Law, 1960 4,948 (8) .4
302 Scales Street Gholson, Hicks, Nichols
Starkville, MS. and Ward
Starkville, MS.
Henry S. Weiss 64 President, Industrial 1988 6,969 (9) .6
Waring Road Fabricators, Inc., and
Columbus, MS. Columbus Scrap Material
Co., Inc.
Columbus, MS.
E. Lloyd Wood 66 President, Lloyd Wood 1994 1,000 .1
23 Ridgeland Construction, Inc.
Tuscaloosa, AL. Tuscaloosa, AL.
All Officers and
Directors 31* 445,164 37.1
<F1>
*Includes only executive officers as designated by the Corporation's Board of Directors.
(1) Includes 6,734 shares which beneficial owner has shared voting and investment power.
(2) Includes 535 shares which beneficial owner has shared voting and investment power.
(3) Includes 166 shares which beneficial owner has shared voting and investment power.
(4) Includes shares held in J. R. Scribner Estate for which Director may exercise voting
control.
(5) Includes 20,783 shares for which beneficial owner serves as trustee.
(6) Includes 1,192 shares which beneficial owner has shared voting and investment power.
(7) Includes 674 shares which beneficial owner has shared voting and investment power.
(8) Includes 2,474 shares which beneficial owner has shared voting and investment power.
(9) Includes 110 shares which beneficial owner has shared voting and investment power.
</TABLE>
The Corporation does not have a Nominating Committee. The Corporation
does have a standing Audit Committee.
Audit Committee (1994)
Robert A. Cunningham, Chairman Robert S. Jones R. D. Miller
Edith D. Millsaps Ralph E. Pogue Sammy J. Smith
J. B. VanLandingham Henry S. Weiss E. Lloyd Wood
Function: The Audit Committee which reports directly to the Board of
Directors and is composed of non-officer directors, evaluates the work
product of the Audit Department and offers general supervision without
imposing any limitation on the scope of the audit function. The committee
considers and recommends changes which might improve the internal audit
control. The committee had four meetings during 1994.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
CASH COMPENSATION
The following table presents information concerning compensation paid
or accrued for services to the Corporation for the years 1992, 1993, and
1994 for those executive officers whose total annual salary and bonus
exceeded $100,000 for the most recent year. Perquisites and other personal
benefits are less than 10 percent of annual compensation and bonuses and,
therefore, excluded.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
__________________________
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1)
__________________ ____ ________ _______ ____________
Lewis F. Mallory, Jr. 1994 $225,000 $69,750 6,060*
Chairman of the Board 1993 214,990 66,647 8,563
& Chief Executive 1992 204,750 57,330 8,753
Officer
Carl M. Holloway 1994 102,800 23,464 4,733*
Executive Vice 1993 101,800 23,414 4,499
President 1992 98,400 18,696 4,592
Joel C. Clements 1994 97,250 22,368 3,569*
Executive Vice 1993 93,500 21,505 2,961
President 1992 90,100 17,119 3,398
Bobby L. Harper 1994 89,500 20,585 3,281*
Chairman, Executive 1993 88,000 20,240 3,166
Committee 1992 85,600 16,264 3,226
Martha W. Taylor 1994 86,000 19,780 3,935*
Executive Vice 1993 82,300 18,929 3,804
President and 1992 78,800 14,972 3,856
Chief Financial
Officer
* The Employee Stock Ownership Plan portion of the 1994 "All Other
Compensation" is a good faith estimate since allocation data has not been
received from the actuarial firm responsible for administrative recordkeeping.
For information regarding Phantom Stock Benefit Plan for Lewis F. Mallory, Jr.
see subsequent table. Also see subsequent disclosure regarding Executive
Employment Agreement.
(1) All other compensation includes the Corporations's contribution to a
401-K Thrift Plan and Employee Stock Ownership Plan which are defined
contribution plans. All employees become participants in these plans
following one year of service and attainment of age 21. The individual's
cost in the Employee Stock Ownership Plan is determined by the ratio of his
annual compensation to the total compensation of all participants times the
annual contribution which was $165,000, $165,000 and $187,100 for calendar
years 1992, 1993 and 1994, respectively. Contributions for the 401-K plan
are a matching 25 percent contribution for all individuals voluntarily
contributing to the plan. Individual voluntary contributions are limited
to 5 percent of annual compensation for matching purposes. Contributions to
the 401-K plan for all employees totaled $37,288, $45,079 and $54,180 for the
years 1992, 1993 and 1994, respectively.
LONG TERM INCENTIVE AWARDS
The Corporation provides a phantom employee stock benefit plan whereby
shares of the Corporation's stock have been assigned for the benefit of a
key employee at retirement. Under the terms of the plan, retirement payments
will be equal to the fair market value of the stock plus any cash or stock
dividends paid since the adoption of the agreement. Compensation expense was
recorded at the establishment date based on the market value of the stock.
The difference between any increase or decrease in the value of the stock is
recorded annually as an adjustment to employee benefit expense.
PERFORMANCE OR OTHER
BENEFIT OBLIGATION PERIOD UNTIL MATURATION
NAME AS OF 12-31-94 OR PAYOUT
___________________________________________________________________________
Lewis F. Mallory, Jr. $83,477 Payable in cash at the
earlier of disability,
death, or normal
retirement, defined as
65. Benefit accrued
includes the cash
equivalent of stock
market value with
accumulated dividends,
whether cash or stock.
DEFINED BENEFIT PLAN
NBC Capital Corporation maintains a retirement plan for employees who
are 21 years or older who have completed one year of service. The following
table specifies the estimated benefits payable upon retirement under the plan
to persons in the following remuneration and years of service classifications.
5 Year Average
Annual Earnings 10 20 30 40 45
_______________ _______ ________ ________ ________ _______
$ 50,000 $ 8,800 $ 17,600 $ 25,645 $ 26,895 $27,520
75,000 13,800 27,600 40,208 42,083 43,020
100,000 18,800 37,600 54,770 57,270 58,520
125,000 23,800 47,600 69,333 72,458 74,020
150,000 or more 28,800 57,600 83,895 87,645 89,520
Benefits payable under the retirement plan are based on a formula that
takes into account the individual's average compensation using the five
highest earnings years and the number of years of credited service. The
above figures reflect the benefit and compensation limits under federal law
in effect for 1994. For that year, the compensation limit was $150,000 and
benefit limit was $111,078 (for distribution under "life & 10 years certain"
option). The grandfathering of accrued benefits as of 12/31/94 under the old
compensation limits ($235,840 for 1993) for Lewis F. Mallory, Jr. is not
shown since he is not eligible to retire in the next 10 years.
The above amounts assume that the service period was completed in 1994
with the benefit in effect for years prior to 3/1/65 being used for service
to that date and the current formula being used for service after 3/1/65.
Benefits are not subject to any deduction for Social Security benefits or
other offset amounts and are payable at age 65.
Credited years of service for those officers whose compensation is
disclosed in the summary compensation table follows:
CREDITED SERVICE YEAR
AS OF INDIVIDUAL
NAME JANUARY 1, 1994 REACHES AGE 65
__________________ __________________ _______________
Lewis F. Mallory, Jr. 29.583 2008
Carl M. Holloway 20.583 2012
Joel C. Clements 11.000 2012
Bobby L. Harper 28.250 2006
Martha W. Taylor 32.583 2006
COMPENSATION OF DIRECTORS
The annual basic retainer of non-employee directors is $6,600. In
addition to the basic retainer non-employee directors were paid $425 per
special committee meeting attended. Assuming attendance at all 1994
meetings, Salary Committee, Audit Committee, Corporate Responsibility
Committee, and Trust Investment Committee were paid an additional $1,700.
Executive Committee members consisting of Hunter M. Gholson, Robert S. Jones,
Robert D. Miller, James R. Prude, Sarah Scribner Prude, A. C. Puckett, Allen
B. Puckett, III, J. B. VanLandingham, William H. Ward and Henry S. Weiss were
additionally compensated in the amount of $6,300 for serving in that
capacity. The Secretary of the Board received an additional $20,000.
There were eleven meetings of the Board of Directors held during 1994.
Of those directors serving during 1994 all attended more than 75 percent of
the Board meetings and meetings of those committees of which they were
members with the exception of Directors Dowdle, A. C. Puckett, Ratcliff and
Scribner who were either out of town or ill at the time.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Executive officer compensation, including that of Chief Executive
Officer Mallory, is evaluated by a compensation committee consisting of
outside directors. For 1994, members of this committee, which reports its
recommendations to the full Board, included Robert S. Jones, Chairman, Hunter
M. Gholson, Robert D. Miller, Sarah S. Prude, Allen B. Puckett, III, J. R.
Scribner, Jr., J. B. VanLandingham and William H. Ward.
The Committee develops its recommendation after reviewing information
compiled by The Wyatt Company, an actuarial and consulting company with
offices in principal cities around the world. This company annually provides
recommended salary adjustments on all of the Corporation's salaried
positions. The Wyatt Company was retained in 1985 to design and implement a
Salary Administration Program which would provide a basis for paying fair and
competitive salaries throughout the Corporation, while including a pay for
performance philosophy as an underlying principle.
It is the policy of NBC Capital Corporation to pay fair and equitable
salaries based on the relative value of each position to the Corporation,
giving due consideration to compensation paid for comparable work by peer
banks of similar size and financial performance in its geographical area.
The Corporations's position is intended to foster the following goals:
(1)attract and retain highly qualified individuals by paying salaries which
are competitive in the market place, (2)provide maximum motivation to
employees by paying salaries within the latitude of established salary grade
ranges, based on individual job performance and (3)promote a progressive work
force through which the Corporation can attain its objectives.
To support the Corporation in these goals, The Wyatt Company annually
surveys the market to determine the value of each salaried position. This
survey data, the individual's level of responsibility, the length of
experience at this level, job performance (reviewed annually using a formal
management performance appraisal process), and the Corporation's financial
performance become components of a written salary increase recommendation
provided by the Consultant. The Salary Committee evaluates Wyatt's
recommendations, gives additional consideration to recommendations of the
CEO for subordinate executive officers, and makes adjustments as necessary to
maintain internal equity in keeping with budgetary considerations. The
Committee's action is subject to approval by the full Board of Directors,
excluding those Directors who also serve as officers. The Board of Directors
did not modify or reject in any material way any action or recommendation of
the Salary Committee for 1994.
Based upon the Salary Committee's recommendation, the Board of Directors
has established a discretionary bonus policy which distributes to all staff
(excluding certain executive officers) a portion of earnings exceeding a
specific annual income goal. For general staff, participation in such bonus
pool, if any, is determined by the pro rata share to total participating
salaries of all staff participating in the bonus pool. The Chief Executive
Officer and Executive Division Heads, including those executives whose total
compensation is disclosed in the Summary Compensation Schedule, participate
in a separate discretionary bonus pool based upon attainment of the annual
corporate income goal as well as a specific annual Return on Average Asset
goal. Peer group comparisons are reviewed from the Consultant and Sheshunoff
and Company, a bank analyst firm, to ensure that the goals, if attained,
position the Corporation in the upper 25th performance percentile,
nationally. CEO Mallory's accrued bonus for 1994 was 31% of base salary.
The bonuses for other executives was 23% of base salary with the exception of
COO Abernathy which was 27% of base salary.
The Securities and Exchange Commission requires that the Company include
in its Proxy Statement a line graph presentation comparing cumulative,
five-year shareholder returns on an indexed basis with a performance
indicator of the overall stock market and either a nationally recognized
industry standard or an index of peer companies selected by the Company. The
broad market index used in the graph is the NASDAQ Market Index. The peer
group index initially selected included a group of Mississippi banks
consisting of Grenada Sunburst Corporation, Hancock Holding Company, The
Peoples Holding Company, First M & F Corporation and First National Financial
Corporation. During 1994, Grenada Sunburst Corporation and First National
Financial Corporation were acquired by other institutions. In order to
provide a broader peer group comparison for future market index
presentations, the Company has chosen to use Media General Financial Services
Industry Group 045-East South Central Banks which represents a change in the
peer group index. A list of the companies included in that index follows the
graph presentations shown below. The first graph reflects the original
Mississippi peer group comparison and the second graph reflects the MG
Industry Group comparison which will be used in future shareholder return
comparisons.
Each graph presentation assumes that $100 was invested in shares of
relevant issuers on January 1, 1990, and the dividends were immediately
invested in additional shares. The value of the initial $100 investment is
shown at one year intervals for a five year period ending 12/31/94. For
purposes of constructing this data, the returns of each component issuer
have been weighed according to that issuer's market capitalization.
GRAPH
FIVE YEAR CUMULATIVE TOTAL RETURN
OF NBC, NASDAQ MARKET AND MISSISSIPPI PEER GROUP
1/1/90 1990 1991 1992 1993 1994
MS PEER GROUP 1OO.O 81.19 119.13 178.85 219.09 205.22
NBC 100.0 103.27 104.49 128.58 194.67 234.85
NASDAQ 100.0 81.12 104.14 105.16 126.14 132.44
GRAPH
FIVE YEAR CUMULATIVE TOTAL RETURN
OF NBC, NASDAQ MARKET AND MG GROUP INDEX
1/1/90 1990 1991 1992 1993 1994
MG GROUP 100.00 88.18 144.25 149.62 158.14 158.80
NBC 100.00 103.27 104.49 128.58 194.67 234.85
NASDAQ 100.00 81.12 104.14 105.16 126.14 132.44
MG INDUSTRY GROUP 045-EAST SOUTH CENTRAL BANKS:
_______________________________________________
Alabama National Bankcorp Kentucky Enterprise Bancorp
AmSouth Bancorp Leader Financial Corporation
Banco Central Hispano S.A. LFS Bancorp, Inc
Bancorp South, Inc. Mid-America Bancorp
Bank of Nashville, Tenn. National Commerce Bancorporation
Cardinal Bancshares, Inc. Peoples Banctrust Company
CBT Corporation Peoples First Corporation
Colonial BancGroup Class A Peoples Holding Company
Community Bancshares Tennessee Pikeville National
Compass Bancshares, Inc. Regions Financial Corporation
Deposit Guaranty Corporation S. Y. Bancorp, Inc.
Farmers Capital Bank Corporation South Alabama Bancorp
First American Corporation, Tenn. SouthTrust Corporation
First City Bancorp, Inc. TF Financial Corporation
First Fed Financial, Kentucky Trans Financial Bancorp, Inc.
First Tennessee National Corporation Trustmark Corporation
Grenada Sunburst System Corporation Union Planters Corporation
Hancock Holding Company
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
All members of the Salary Committee are non-officer directors. Members
Hunter M. Gholson and William H. Ward are partners in a law firm which was
retained by the Corporation during 1994 and which is anticipated to be
retained during 1995. During 1994, no executive officer of the Corporation
or any of its subsidiaries served as a member of the compensation committee
(or other board or committee performing similar functions) or the board of
directors of another entity, one or more of whose executive officers served
on the Executive Committee or the Board of Directors of the Corporation.
OTHER INFORMATION
During the calendar year 1994, the law firms of Gholson, Hicks, Nichols
and Ward and Holcomb, Dunbar, Connell, Chaffin and Willard, rendered legal
services both to the Corporation and its subsidiary and billed for those
services, for which they were compensated. Directors Gholson and Ward are
associated with Gholson, Hicks, Nichols and Ward, a professional association.
Director Pogue is associated with Holcomb, Dunbar, Connell, Chaffin and
Willard, a professional association.
Corporate directors and executive officers and their associates were
customers of, and had transactions with, the Corporation's subsidiary's,
National Bank of Commerce of Mississippi and/or First State Bank of
Tuscaloosa, Tuscaloosa, Alabama, in the ordinary course of business during
1994, and thus far in 1995. Additional transactions may be expected in the
future. All outstanding loans and commitments included in such transactions
are made in the ordinary course of business, are made on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons, and do not involve
more than the normal risk of collectibility or present other unfavorable
features.
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company has entered into an Executive Employment Agreement with
Chief Executive Officer Lewis F. Mallory, Jr. The Agreement which expires
December 31, 1998 provides for continued employment for a period of five (5)
years from the date of a material change of ownership and ensures that during
said period of employment, the salary, bonuses, and benefits shall be at
least as great as currently paid by the Bank. In the event of a change in
control (defined as sale, transfer or exchange of 80% or more of the capital
stock) the Company shall pay Officer Mallory a termination benefit equal to
three (3) times the average annual compensation paid during the five calendar
years preceding such change in control. In the absence of a material change
in ownership or change in control, employment may be terminated by the
Company at the discretion of the Board of Directors.
SELECTION OF AUDIT FIRM
The CPA firm of T. E. Lott and Company served as auditors for the
Corporation in 1994 and will serve as auditors for 1995. In addition to the
audit function, the firm was engaged to perform other accounting functions
for which they were compensated. All professional services rendered by the
firm were approved by the Board of Directors. Representatives of T. E. Lott
and Company are expected to be present at the shareholders' meeting with the
opportunity to make a statement, if they desire to do so, and will be
available to respond to appropriate questions, should questions arise.
SHAREHOLDER PROPOSALS
Any shareholder who intends to make a proposal for inclusion in the
Corporation's proxy statement and form of proxy to be presented at the 1996
Annual Shareholders Meeting must make such proposal on or before December 12,
1995, and must comply with all the requirements of rule 14a-8 under the
Securities and Exchange Act of 1934. Any such proposals should be sent to
the attention of Mr. L. F. Mallory, Jr., Chairman of the Board and Chief
Executive Officer of the Corporation at its principal executive office
located at NBC Plaza, Starkville, Mississippi, 39759.
FORM 10-K
THE CORPORATION WILL FURNISH A COPY OF THE ANNUAL REPORT ON FORM 10-K
TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, FOR THE FISCAL YEAR
ENDING DECEMBER 31, 1994. SUCH REQUEST SHOULD BE DIRECTED TO THE ATTENTION
OF W. J. VANCE, P. O. BOX 1187, STARKVILLE, MISSISSIPPI, 39759.
OTHER BUSINESS
The Board of Directors at the present knows of no other business to be
brought before this meeting. If any other business is presented at the
meeting or adjournment thereof, the accompanying proxy solicited by the Board
of Directors will be voted in accordance with the recommendation of the Board
of Directors.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ HUNTER M. GHOLSON
_____________________
Hunter M. Gholson
Secretary
