<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
HABERSHAM BANCORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
HABERSHAM BANCORP
Highway 441 North
P.O. Box 1980
Cornelia, Georgia 30531
(706) 778-1000
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SATURDAY, APRIL 15, 1995.
To the Shareholders of HABERSHAM BANCORP:
Notice is hereby given that the annual meeting of shareholders of
Habersham Bancorp (the "Company") will be held on Saturday, April 15, 1995, at
1:00 p.m., in the Central Office of Habersham Bank at Highway 441 North,
Cornelia, Georgia, for the following purposes:
(1) To elect the directors for the ensuing year;
(2) To approve an amendment to the Company's Articles of
Incorporation increasing the number of authorized shares of
common stock of the Company from 1,000,000 to 10,000,000 shares;
(3) To approve the Habersham Bancorp Outside Directors Stock
Option Plan; and
(4) To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 1, 1995 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
All shareholders are requested to mark, date, sign and return the enclosed
form of proxy as soon as possible. If you attend the meeting and wish to vote
your shares in person, you may do so at any time before the proxy is exercised.
By Order of the Board of Directors,
David D. Stovall
President and Chief Executive Officer
<PAGE> 3
HABERSHAM BANCORP
Highway 441 North
P.O. Box 1980
Cornelia, Georgia 30531
PROXY STATEMENT
___________________________________
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Habersham Bancorp (the "Company"), for use
at the annual meeting of shareholders to be held on Saturday, April 15, 1995,
at 1:00 p.m., in the Central Office of Habersham Bank at Highway 441 North,
Cornelia, Georgia, and at any adjournments thereof. This Proxy Statement and
the form of proxy were first mailed to shareholders on or about March 20, 1995.
If the enclosed form of proxy is properly executed, returned and not revoked,
it will be voted in accordance with the specifications made by the shareholder.
If the form of proxy is signed and returned but specifications are not made,
the proxy will be voted FOR the election of the nominated directors, FOR
approval of the proposed amendment to the Company's Articles of Incorporation
and FOR the adoption of the Habersham Bancorp Outside Directors Stock Option
Plan (the "Directors Plan"). Shareholders who sign proxies have the right to
revoke them at any time before they are voted by delivering to Edward D.
Ariail, Vice President and Secretary of the Company, at the Company's Central
Office, either an instrument revoking the proxy or a duly executed proxy
bearing a later date or by attending the meeting and voting in person.
The close of business on March 1, 1995 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
meeting.
As of the close of business on the record date, the Company had 1,000,000
shares of common stock, $2.50 par value (the "Stock") authorized, of which
335,051 shares were issued and outstanding. Each such share is entitled to one
vote on matters to be presented at the meeting.
A quorum will be present if a majority of the votes entitled to be cast
are present in person or by valid proxy. Directors are elected by a plurality
of the votes cast by the shares entitled to be voted in such election. Only
votes actually cast will be counted for the purpose of determining whether a
particular nominee received more votes than the persons, if any, nominated for
the same seat on the Board of Directors. Accordingly, abstentions by
shareholders present at the annual meeting who do not choose to vote in the
election of directors will have no effect on the outcome of the election.
Because the Company intends to take advantage of federal securities
regulations applicable to plans approved by its shareholders, Rule 16b-3(b) (1)
promulgated under the Securities Exchange Act of 1934 requires that the
Directors Plan be approved by a majority of the shares represented at the
annual meeting and entitled
<PAGE> 4
to vote. Consequently, abstentions will have the same legal effect as votes
against the proposal to adopt the Directors Plan. In contrast, broker
"non-votes" resulting from a broker's inability to vote a client's shares on
non-discretionary matters (such as the Directors Plan or the proposed amendment
to the Articles of Incorporation) will have no effect on the approval of such
matters.
The proposed amendment to the Articles of Incorporation must be
approved by a majority of the shares outstanding and entitled to vote on the
proposal. Consequently, abstentions and broker non-votes will have the effect
of negative votes on such proposal.
All other matters that may be considered and acted upon by the
shareholders at the annual meeting require that the number of shares voted in
favor of the proposal exceed the number of shares voted against the proposal,
provided a quorum is present. Only votes actually cast will be counted for the
purpose of determining whether a proposal is approved by the shareholders.
Abstentions and broker "non-votes" are treated as "true abstentions" under
Georgia law and not as negative votes. Consequently, abstentions and broker
non-votes will have no effect on the outcome of the vote on other proposals
that may be brought before the meeting.
THE COMPANY
The Company was organized in 1984 as a bank holding company under the laws
of the State of Georgia. The Company's bank subsidiary, Habersham Bank (the
"Bank"), engages in general commercial banking business and provides data
processing services to financial institutions. A nonbank subsidiary of the
Company, The Advantage Group, Inc., was organized in 1987. During 1994, The
Advantage Group, Inc. engaged in the development and marketing of personal
computer software and provided data processing services and management
consulting advice to depository institutions. Habersham Bank is now the
primary provider of such services, and The Advantage Group, Inc., administers
the Company's Kids' Advantage banking program and continues to market and
develop certain personal computer software and services.
OWNERSHIP OF STOCK
Principal Holders of Stock
On March 1, 1995, the Company had 401 shareholders of record. The
following table sets forth the persons who beneficially owned, as of March 1,
1995, 5% or more of the outstanding shares of the Stock to the best information
and knowledge of the Company. According to rules adopted by the Securities and
Exchange Commission, one is a "beneficial owner" of securities if one has or
shares the power to vote the securities or to direct their investment. Unless
otherwise indicated, each person is the record owner of and has sole voting and
investment power with respect to, his or her shares.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class (1)
- ------------------- -------------------- -------------
<S> <C> <C>
John Robert Arrendale 46,046 13.74%
200 Hillcrest Heights
Cornelia, Georgia 30531
Thomas A. Arrendale, Jr. 38,000 (2) 11.31%
P. O. Box 558
Baldwin, Georgia 30511
Thomas A. Arrendale, III 29,620 (2) 8.81%
P. O. Box 558
Baldwin, Georgia 30511
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class (1)
- ------------------- -------------------- -------------
<S> <C> <C>
Cyndae Arrendale 25,000 7.46%
P. O. Box 558
Baldwin, Georgia 30511
Nelle Arrendale 20,000 5.97%
Route 2
Clarkesville, Georgia 30523
Glenn Ellard 19,476 5.81%
P. O. Box 82
Clarkesville, Georgia 30523
</TABLE>
Footnotes
(1) The number of issued and outstanding shares used to calculate the
percentage of total ownership includes any shares covered by the option(s)
issued to the individual identified in the table.
(2) Includes 1,000 shares subject to options exercisable on or before April
30, 1995.
Stock Owned by Management
The following table sets forth the number and percentage ownership of
shares of Stock beneficially owned by each director of the Company (including
the Company's Chief Executive Officer) and by all directors and executive
officers as a group, as of March 1, 1995. Unless otherwise indicated, each
person is the record owner of, and has sole voting and investment power with
respect to, his shares.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name of Director Beneficially Owned of Total (1)
- ---------------- ------------------ ------------
<S> <C> <C>
Thomas A. Arrendale, Jr. 38,000 (2) 11.31%
P. O. Box 558
Baldwin, Georgia 30511
Thomas A. Arrendale, III 29,620 (2) 8.81%
P. O. Box 558
Baldwin, Georgia 30511
James J. Holcomb 4,770 (2) 1.42%
P. O. Box 437
Clarkesville, Georgia 30523
James A. Stapleton, Jr. 1090 (2) (3) *
P. O. Box 40
Cornelia, Georgia 30531
David D. Stovall 16,874 (4) 4.92%
133 Grand Avenue
Cornelia, Georgia 30531
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
Number of Shares Percentage
Name of Director Beneficially Owned of Total (1)
- ---------------- ------------------ ------------
<S> <C> <C>
Calvin R. Wilbanks 1400 (2) *
Route 1, Box 1888
Demorest, Georgia 30535
All Directors and Executive
Officers as a Group (8 persons) 101,617 (5) 28.51%
</TABLE>
Footnotes
(*) Indicates less than 1%.
(1) The number of issued and outstanding shares used to calculate the
percentage of total ownership includes any shares covered by the option(s)
issued to the individual or to members of the group, as applicable, identified
in the table.
(2) Includes 1,000 shares subject to options exercisable on or before April
30, 1995.
(3) Mr. Stapleton owns 90 of the indicated shares jointly with his children.
(4) Includes 8,015 shares owned of record by Mr. Stovall and his wife, 859
shares owned of record by Mr. Stovall jointly with his wife and daughter and
8,000 shares subject to options exercisable on or before April 30, 1995.
Excludes 780 shares (as of the latest available evaluation of 12/31/93) held in
Mr. Stovall's account in the Company's Savings Investment Plan Trust (the
"Savings Plan"), as to which Mr. Stovall has no voting or investment power.
(5) Of the indicated shares, 425 shares (as to which beneficial ownership is
disclaimed) are held of record by the spouse of an executive officer and 16,400
shares are subject to options exercisable on or before April 30, 1995.
Excludes 1,577 shares (as of the latest available evaluation of 12/31/93 held
in accounts for the benefit of the Company's executive officers under the Plan,
as to which participants have no voting or investment power.
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own beneficially
more than 10% of the Company's outstanding Common Stock to file with the
Securities and Exchange Commission (the "SEC") initial reports of ownership and
reports of changes in their ownership of the Company's Common Stock.
Directors, executive officers and greater than 10% shareholders are required by
SEC regulations to furnish the Company with copies of all such forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company, during the fiscal year ended December 31,
1994, its directors, executive officers and greater than 10% shareholders
complied with all applicable Section 16 (a) filing requirements, except that
certain of the Company's executive officers (Messrs. Stovall and Ariail and Ms.
Spangler) filed a late report with respect to his or her 1993 allocation of
Common Stock under the Company's Savings and Investment Plan.
4
<PAGE> 7
Mr. Thomas A. Arrendale, Jr. is the father of Mr. Thomas A. Arrendale, III.
PROPOSAL 1: ELECTION OF DIRECTORS
Nominees
The Board of Directors proposes that the six nominees listed below be
elected as directors of the Company to serve until the next annual meeting of
shareholders and until their successors are duly elected and qualified.
If any of such nominees becomes unavailable to serve as a director (which
is not now anticipated), then the persons named as proxies reserve full
discretion to vote for such other person or persons as may be nominated.
The following table sets forth, for each director, his name and age at
December 31, 1994, the year he was first elected as a director of the Company
and his position with the Company other than as a director and his principal
occupation and other business experience for the past five years. During 1994,
the individuals listed below also served as directors of the Bank.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION AS DIRECTORS OF THE NOMINEES LISTED BELOW.
<TABLE>
<CAPTION>
Year
First Position with Company;
Name Age Elected Business Experience
- ---- --- ------- ----------------------
<S> <C> <C> <C>
Thomas A. Arrendale, Jr. 74 1984 Chairman of the Board
of the Company and the
Bank; prior to April, 1990,
President of the Company;
President of the Bank, August
1989 - April, 1990; Director
and President (prior to July
1990, Vice President)
Fieldale Farms, Inc. (poultry
processing and distribution)
Thomas A. Arrendale, III 37 1990 Vice Chairman of the Board
of the Company and the Bank
since September 1991;
Director of Marketing,
Fieldale Farms, Inc. (poultry
processing and distribution)
James J. Holcomb 72 1984 Owner, Mt. Airy Wood
Preserving (wood products)
James A. Stapleton, Jr. 46 1990 President and General
Manager, Habersham Metal
Products
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
Year
First Position with Company;
Name Age Elected Business Experience
- ---- --- ------- -------------------
<S> <C> <C> <C>
David D. Stovall 38 1989 President and Chief
Executive Officer of the
Company and the Bank since
April 1990; prior thereto,
Executive Vice President
and Chief Operating
Officer of the Bank and
Comptroller, Secretary and
Treasurer of the Company;
President and Chairman
of the Board of The
Advantage Group, Inc.
Calvin R. Wilbanks 49 1990 Co-Owner, C.P. Wilbanks
Lumber Company
</TABLE>
Meetings and Committees of the Board
The regular meetings of the Boards of Directors of the Company and the
Bank are scheduled to take place on the third Saturday of each month. During
the year ended December 31, 1994, the Boards of Directors of the Company and
the Bank met twelve times. Each director of the Company attended at least 75%
of the meetings of the Board of Directors of the Company and the committees of
which he was a member (if any), and each director of the Bank attended at least
75% of the aggregate number of meetings of the Board of Directors of the Bank
and the committees of which he was a member.
The Board of Directors of the Company has established a Compensation
Committee, composed of Thomas A. Arrendale, Jr. and James J. Holcomb, for the
purpose of determining compensation of Company officers. The Committee also
administers the Incentive Stock Option Plan. The Committee met once in 1994.
The Company does not have an audit committee.
The Board of Directors of the Bank has established various committees,
including an Audit Committee and a Trust Committee. The Audit Committee's
functions include (a) providing assistance to the Board of Directors in
fulfilling its responsibilities for examinations of the Bank by regulatory
agencies and independent auditors; (b) determining that the Bank has adequate
administrative, operating and internal accounting controls and that it is
operating in accordance with prescribed procedures; and (c) serving as an
independent party in the review of the financial information of the Bank prior
to its distribution to the Bank's shareholders and the public. The current
members of the Audit Committee are: James J. Holcomb (Chairman), James A.
Stapleton, Jr. and Calvin R. Wilbanks. The Committee meetings are called by
the Committee Chairman or the Bank's internal auditor.
6
<PAGE> 9
During 1994, the Audit Committee met twice.
The Trust Committee's functions include (a) determining the investment and
operation policies and practices of the Trust Department and (b) reviewing the
actions of all officers, employees, and committees utilized by the Bank in the
exercise of its fiduciary powers. The current members of the Trust Committee
are: David D. Stovall (Chairman), James A. Stapleton, Jr. and Calvin R.
Wilbanks. The Committee meetings are called by the Committee Chairman or the
Bank's Trust Officer. During 1994, the Trust Committee met five times.
Neither the Company nor the Bank has a standing nominating committee.
Compensation of Directors
During 1994, the same individuals who served as directors of the Company
also served as directors of the Bank. Such individuals were not compensated
for their services as directors of the Company. They were, however,
compensated for their service to the Bank at rates of from $500 to $3,000 per
Board meeting attended. Directors are not compensated for their service as
members of committees. Mr. Stovall received a total of $7,000 in director fees
for 1994.
EXECUTIVE OFFICERS
Officers of the Company are appointed by and hold office at the discretion
of the Board of Directors of the Company. The following table sets forth for
each executive officer of the Company (a) the person's name, (b) his or her age
at December 31, 1994, (c) the year he or she was first elected as an officer of
the Company, and (d) his or her position with the Company, the Bank and The
Advantage Group, Inc., and other business experience for the past five years,
if he or she has been employed by the Bank for less than five years.
<TABLE>
<CAPTION>
Position with Company,
Year Bank and The Advantage
First Group, Inc.;
Name Age Elected Business Experience
- ---- --- ------- ----------------------
<S> <C> <C> <C>
Thomas A. Arrendale, Jr. 74 1984 Chairman of the Board
of the Company and the
Bank; (prior to April,
1990, President of the
Company; President of
the Bank, August 1989 -
April, 1990; Director
and President (prior to
July, 1990, Vice
President) Fieldale
Farms, Inc. (poultry
processing and distribution)
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
Position with Company,
Year Bank and The Advantage
First Group, Inc.;
Name Age Elected Business Experience
- ---- --- ------- -------------------
<S> <C> <C> <C>
David D. Stovall 38 1984 President and Chief
Executive Officer of
the Company and the
Bank since April 1990;
prior thereto, Executive
Vice President and Chief
Operating Officer of
the Bank and Comptroller,
Secretary and Treasurer of
the Company; President and
Chairman of the Board of
The Advantage Group, Inc.
Pamela D. Spangler 47 1985 Assistant Vice President
of the Company, Senior
Vice President of the Bank
and Secretary of The
Advantage Group, Inc.
Edward D. Ariail 36 1990 Vice President and
Corporate Secretary of
the Company and the
Bank since April 1990;
prior thereto, Vice
President of the Bank;
Executive Vice President
of The Advantage Group,
Inc. since May 1989
</TABLE>
8
<PAGE> 11
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries to or on behalf
of the Company's Chief Executive Officer for the fiscal years ended December 31,
1992, 1993 and 1994. None of the Company's other executive officers earned over
$100,000 in salary and bonus during 1994.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation(1) Compensation (2)
---------------------- ----------------
Number of
Securities
Name and Underlying All
Principal Salary Options/ Other
Position Year ($) Bonus($) SARs(#) Compensation($)
-------- ---- ------ -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
David D. Stovall 1994 120,000 0 0 6,388(3)
Chief Executive 1993 114,537 0 2,000 6,853(4)
Officer 1992 102,872 23,628(5) 2,000 6,045(6)
</TABLE>
- ---------------------------
(1) Information with respect to certain perquisites and other personal
benefits has been omitted because the aggregate value of such items does
not meet the minimum amount required for disclosure under SEC regulations.
(2) The Company has not awarded any restricted stock or long-term
incentives. Accordingly, columns relating to such awards have been
omitted.
(3) Includes $2,835 in Company contributions to Mr. Stovall's account under
the Savings Plan and $3,553 in premiums paid by the Company in 1994
under a split dollar life insurance policy for the benefit of Mr. Stovall.
(4) Includes $3,300 in Company contributions to Mr. Stovall's account under
the Savings Plan and $3,553 in premiums paid by the Company in 1993
under a split dollar life insurance policy for the benefit of Mr. Stovall.
9
<PAGE> 12
(5) Includes $16,500 paid in 1992 in lieu of a salary increase for 1993.
(6) Includes $2,492 in Company contributions to Mr. Stovall's account under
the Savings Plan and $3,553 in premiums paid by the Company in 1992
under a split dollar life insurance policy for the benefit of Mr.
Stovall.
STOCK OPTIONS
The Company did not grant any stock options to the Company's Chief
Executive Officer during 1994. The Company has never granted stock
appreciation rights. The following table contains information, with respect to
the Company's Chief Executive Officer, concerning the exercise of options during
1994 and unexercised options held as of the end of 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Options at FY-End (#) Options/SARs at FY-End ($)(1)
Shares ---------------------- -----------------------------
Acquired Value
on Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David D. Stovall 2,000 22,280 8,000 0 32,520 0
(1) Calculated by subtracting the exercise price from the market price of the
Common Stock at fiscal year-end ($43.00 per share) and multiplying the
resulting figure by the number of shares subject to in-the-money options.
</TABLE>
10
<PAGE> 13
PROPOSAL 2: PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK
Article 5 of the Company's Articles of Incorporation presently provides
that the Company is authorized to issue 1,000,000 shares of Common Stock. The
Board of Directors recommends that Article 5 be amended to increase the number
of authorized shares of Common Stock from 1,000,000 to 10,000,000 shares. The
additional shares of Common Stock for which authorization is sought, if and
when issued, would have the same rights and privileges as the shares of Common
Stock now outstanding.
The Board of Directors recommends the increase in authorized Common Stock
to enable the Company to declare a five-for-one stock split in the form of a
400% stock dividend on the outstanding shares of Habersham Common Stock as of a
date to be determined after the Annual Meeting. The stock split will enable
the Company to meet the listing requirements established by the Nasdaq National
Market ("Nasdaq") for the number of shares held by persons who are not
affiliates of the Company (the "public float"). The Company's public float
currently consists of approximately 200,000 shares of Common Stock, which does
not meet Nasdaq's minimum requirement of 1,000,000 shares for companies (such
as Habersham) with 400 to 800 shareholders. After the stock split, the
Company's public float will increase to approximately 1,000,000 shares, which
will exceed Nasdaq requirements.
Management cannot, however, guarantee that the Company's Common Stock will
qualify for listing on Nasdaq. Certain other conditions, including
consummation of the Company's pending acquisition of Security Bancorp, Inc.
(the "Acquisition"), must be met before the Common Stock can begin trading on
Nasdaq. The Acquisition will be accomplished pursuant to an Agreement and Plan
of Merger dated January 16, 1995 between the Company and Security and will, if
consummated, involve the issuance of up to 828,975 shares of Habersham Common
Stock on a post-split basis to the holders of Security common stock.
Management presently anticipates that if all of the conditions to consummation
of the Acquisition are met, the Acquisition will be completed in June 1995.
Although Security's shareholders must approve the Acquisition, the approval of
the Company's shareholders is not required.
As of March 1, 1995 there were 335,051 shares of Common Stock issued and
outstanding. An aggregate of 140,000 shares of Common Stock are reserved for
issuance under the Company's stock option plans.
If Proposal 2 is adopted and the stock split is effected, the Company will
issue approximately 1,340,204 shares of Common Stock in connection with the
stock split. This will leave approximately 8,324,745 shares authorized and
unissued, with up to 828,975 shares being reserved for issuance in connection
with the Acquisition and 700,000 of such shares being reserved for issuance in
connection with the Company's employee benefit plans. Authorized shares that
are not so reserved will be available for issuance by the Board of Directors
without further shareholder approval (except to the extent required by law or
by a securities exchange on which the Common Stock is liated at the time) in
connection with additional stock splits, stock dividends, offerings,
conversions of convertible securities, stock option and other employee benefit
plans and other general corporate purposes. The Board believes that
increasing the amount of authorized Common Stock
11
<PAGE> 14
will give the Company greater flexibility and will allow the Board to issue
additional shares of Common Stock for the purposes listed above without the
expense and delay of a shareholders' meeting.
The additional authorized shares of Common Stock would also be available
for issuance (subject to further shareholder approval if required by law or
stock exchange rules as noted above) in connection with possible future
financing and acquisition transactions. Depending upon the nature and terms
thereof, such transactions could enable the Board to render more difficult or
discourage an attempt by a third party to obtain control of the Company. For
example, the issuance of shares of Common Stock in a public or private sale,
merger, or similar transaction would increase the number of the Company's
outstanding shares, thereby diluting the interest of a party seeking to acquire
control of the Company. Issuances of additional shares of Common Stock,
depending upon their timing and circumstances, may also dilute earnings per
share, decrease the book value per share of shares theretofore outstanding and
proportionately reduce each shareholder's percentage ownership of the Company.
Shareholders do not have preemptive rights to subscribe for or purchase
additional shares of Common Stock.
Other than the issuance of shares in connection with the proposed stock
split, the Acquisition and the Company's stock option and other employee
benefit plans, the Company has no current plans, agreements or arrangements for
the issuance of additional shares of Common Stock.
For the reasons discussed above, the Board of Directors has approved, and
recommends that the shareholders of the Company approve, the following
amendment (the "Amendment") to the Company's Articles of Incorporation:
RESOLVED, that the Articles of Incorporation
be amended by deleting Article 5 thereof in
its entirety and inserting in lieu thereof
the following:
5.
The Corporation shall have authority to
issue Ten Million (10,000,000) shares of
common stock.
The Board has approved the Amendment and recommends that the shareholders
do the same. If the Amendment is approved, the Company will file Articles of
Amendment to the Company's Articles of Incorporation containing the foregoing
Amendment with the Georgia Secretary of State's office. The Amendment will
become effective upon such filing.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
PROPOSAL 2.
12
<PAGE> 15
PROPOSAL 3: HABERSHAM BANCORP OUTSIDE DIRECTORS STOCK OPTION PLAN
INTRODUCTION
On January 21, 1995, the Board of Directors approved the Habersham Bancorp
Outside Directors Stock Option Plan (the "Directors Plan"), the full text of
which is set forth in Appendix A to this Proxy Statement. If approved by the
shareholders, the Directors Plan would be effective as of January 21, 1995 (the
"Effective Date").
The purpose of the Directors Plan is to provide the Company with the
capacity to grant equity-based incentive compensation to non-employee directors
of the Company and to the non-employee directors of any subsidiary bank
(individually, a "Bank"), to promote the acquisition of shares of Habersham
Common Stock by those non-employee directors upon whose judgment and ability
the Company relies to attain its long-term growth and development and to
provide a means to attract and retain well-qualified directors. The Board of
Directors has reserved 70,000 shares of Common Stock for issuance pursuant to
awards that may be made under the Directors Plan.
The following description is qualified in its entirety by reference to the
applicable provisions of the Directors Plan.
TERMS OF THE DIRECTORS PLAN
Administration. The Directors Plan is to be administered by one or more
employee directors of the Company, as appointed by the Board of Directors. The
Board of Directors may from time to time remove from or add members to the
group constituting the administrator of the Directors Plan. Currently, David
Stovall serves as the sole administrator.
Eligibility. All directors of the Company and any Bank are eligible to
participate in the Directors Plan, provided they are not them employed by the
Company, any Bank or any other affiliate of the Company. As of the date of
this proxy statement, four individuals were eligible to participate in the
Directors Plan.
Option Terms. The Directors Plan provides for the grant of nonqualified
stock options to eligible non-employee directors as follows:
(1) each individual who served as a non-employee director of the Company
on April 16, 1994 and who continues serving as a non-employee
director of the Company as of the Effective Date will be granted, as
of the Effective Date, a nonqualified stock option (collectively
referred to as the "One-Time Grants") to purchase 1,000 shares of
Common Stock at an exercise price of $45.94 per share;
(2) each eligible non-employee director will be granted, as of December
31, 1995 and as of December 31 of each subsequent year during which
the Directors Plan is in effect, provided the applicable performance
criterion set forth below is met, a nonqualified stock option
(collectively referred to as "Annual Grants") to purchase:
13
<PAGE> 16
(a) 1,000 shares of Common Stock, if such individual is a
non-employee director of the Company as of each such date; or
(b) 250 shares of Common Stock, if such individual is a non-employee
director of a Bank, but not of the Company, as of each such date.
No Annual Grant will be awarded to a Company director unless the Company's
return on beginning assets, on a consolidated basis, is at least one percent
(1%) for the twelve (12) month period ended on the date of grant. No Annual
Grant will be awarded to a Bank director unless the Bank's return on beginning
assets is at least one percent (1%) for the twelve (12) month period ended on
the date of grant.
Each Annual Grant will be exercisable at a price equal to the Common
Stock's book value as of the date of grant. An optionee must pay the exercise
price in cash or by certified check.
All options granted under the Directors Plan will be immediately vested
but may not be exercised until the later of six (6) months following the date
of grant or the date stockholders approve the Directors Plan. Each option
remains exercisable until the earlier of: (1) the fifth anniversary of the
date on which it was granted; (2) the date the optionee ceases to be a director
of the Company of a Bank, except as a result of death; or (3) the first
anniversary of his date of death.
Awards of nonqualified stock options under the Directors Plan are
nontransferable except by will or the laws of descent and distribution.
Certain Reorganizations. The number of shares of Common Stock reserved
for issuance under the Directors Plan and pursuant to any outstanding options,
together with the option exercise price, are subject to adjustment in the event
of stock splits, stock dividends, recapitalizations and similar events.
Consequently, if the five-for-one stock split referred to in Proposal 2 above
is effected and the Directors Plan is approved, the $45.64 per share exercise
price of the One-Time Grants described above will be decreased by a factor of
five to $9.128 per share.
In the event of a reorganization, merger or consolidation of the Company
with respect to which the Company is not the surviving entity, or the sale of
all or substantially all of the assets of the Company, any outstanding but
unexercised option shall be cashed out on the basis of the greater of the
excess of the fair market value of a share of Common Stock over the exercise
price or, if applicable, the excess of the price paid for a share of Common
Stock in connection with such transaction over the exercise price multiplied by
the number of shares of Common Stock as to which the option remains unexercised
immediately preceding the date of the transaction.
In the event of a dissolution or liquidation of the Company, all
unexercised options or portions thereof under the Directors Plan will terminate
immediately.
Amendment or Termination. The Board of Directors may amend or terminate
the Directors Plan at any time without the approval of the
14
<PAGE> 17
stockholders, but may condition any amendment on stockholder approval if the
Board of Directors believes it is necessary or advisable to comply with any
applicable tax or regulatory requirement. Notwithstanding the foregoing, in no
event may the Board of Directors amend the provisions of the Directors Plan
that relate to the options which will be granted thereunder more than once
every six months, other than to comport with changes in the Internal Revenue
Code of 1986, the Employee Retirement Income Security Act of 1974, or the rules
thereunder. No termination or amendment of the Directors Plan without the
consent of the holder of an award shall adversely affect the rights of that
person.
Term of Plan. The Directors Plan shall terminate ten (10) years after the
Effective Date or on such earlier date that all of the shares reserved for
issuance thereunder have become subject to outstanding options, subject to the
authority of the Board of Directors to provide for an earlier termination.
BENEFITS TABLE
The following summary information concerning the benefits to be provided
under the Directors Plan is set forth in a tabular format for your convenience:
<TABLE>
<CAPTION>
Number of
Name and Position Option Shares*
----------------- --------------
<S> <C> <C>
David D. Stovall 0
Thomas A. Arrendale, Jr. 1,000
Thomas A. Arrendale, III 1,000
James J. Holcomb 1,000
James A. Stapleton, Jr. 1,000
Calvin R. Wilbanks 1,000
Executive Officers as a Group 0
Directors Who are Not Executive 5,000
Officers as a Group
Employees Who are Not Executive 0
Officers as a Group
- --------------------------
</TABLE>
*This table discloses the aggregate number of shares of Common Stock that
would be issued annually pursuant to options authorized by the terms of
the Directors Plan assuming four non-employee directors of the Company
and four non-employee directors of the Bank. The table does not take
into account shares of Common Stock issuable pursuant to those options
described as One-Time Grants. Each of Messrs. Arrendale, Jr., Arrendale,
III, Holcomb, Stapleton and Wilbanks has received a One-Time Grant of an
option to purchase 1,000 shares of Common Stock, subject to shareholder
approval of the Directors Plan.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion outlines generally the federal income tax
consequences of participation in the Directors Plan. Individual circumstances
may vary these results. The federal income tax law and regulations are
frequently amended, and each participant should rely on his or her own tax
counsel for advice regarding federal income tax
15
<PAGE> 18
treatment under the Directors Plan.
A participant will not recognize income upon the grant of a nonqualified
stock option. At the time, generally, the participant exercises a nonqualified
option or portion thereof, he or she will recognize compensation taxable as
ordinary income in an amount equal to the excess of the fair market value of
the Common Stock on the date the option is exercised over the price paid for
the Common Stock, and the Company will then be entitled to a corresponding
deduction.
The terms of the Directors Plan provides only for the grant of
nonqualified stock options. The Directors Plan is not subject to the Employee
Retirement Income Security Act of 1974, nor is it qualified under Section 401
(a) of the Internal Revenue Code of 1986.
SHAREHOLDER APPROVAL
The Board of Directors seeks shareholder approval because the eligible
non-employee directors are subject to Section 16 of the Securities Exchange Act
of 1934. If the Directors Plan is not approved by the stockholders, awards
made to these persons may be deemed "purchases" of Common Stock for purposes of
the short-swing profit recovery provision of Section 16.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ADOPTION OF THE HABERSHAM BANCORP OUTSIDE DIRECTORS STOCK OPTION PLAN.
CERTAIN TRANSACTIONS
Some Company directors, officers, principal shareholders and their
associates were customers of, or had transactions with, the Company or the Bank
in the ordinary course of business during 1994. Some of the directors of the
Company are directors, officers, trustees or principal securities holders of
corporations or other organizations which also were customers of, or had
transactions with, the Company or the Bank in the ordinary course of business
during 1994.
All outstanding loans and other transactions with the directors, officers
and principal shareholders of the Company and the Bank were made in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons and, when made, did not involve more than the
normal risk of collectability or present other unfavorable features. In
addition to banking and financial transactions, the Company and the Bank may
have had additional transactions with, or used products or services of, various
organizations of which directors of the Company and the Bank were associated.
The amounts involved in such noncredit transactions have in no case been
material in relation to the business of the Company, the Bank or such other
organizations. It is expected that the Company and the Bank will continue to
have similar transactions in the ordinary course of its business with such
individuals and their associates in the future.
ACCOUNTING MATTERS
Deloitte & Touche, independent public accountants, was appointed
16
<PAGE> 19
by the Board of Directors of the Company and the Bank to examine their
financial statements for the year ended December 31, 1994. The Board of
Directors intends to continue the services of this firm for the current year
ending December 31, 1995, and a decision on the selection of auditors will be
made at the April 1995 Board meeting.
A representative of Deloitte & Touche will be present at the meeting to
respond to any appropriate questions and to make a statement if he desires to
do so.
MISCELLANEOUS
Shareholder Proposals
Any shareholder of the Company wishing to submit a proposal for action at
the next annual meeting of shareholders of the Company and desiring inclusion
of the same in management's proxy materials must provide a written copy of the
proposal to management of the Company not later than November 20, 1995. Any
such proposal must comply in all respects with the rules and regulations of the
Securities and Exchange Commission.
Other Matters
The Board of Directors of the Company knows of no other matters which may
be brought before the meeting. If, however, any matter other than the election
of directors or matters incident thereto should properly come before the
meeting, votes will be cast pursuant to the proxies in accordance with the best
judgment of the proxyholders.
Expenses and Solicitation of Proxies
The expenses of the solicitation will be paid by the Company. In addition
to solicitation by mail, certain directors, officers and regular employees of
the Company and the Bank may solicit proxies by telephone, telegram or personal
interview for which they will receive no compensation in addition to their
regular salaries. The Company will request brokerage houses and custodians,
nominees and fiduciaries to forward soliciting material to the beneficial
owners of the shares of Stock held of record by such persons, and, upon
request, will reimburse them for their reasonable out-of-pocket expenses in
connection therewith.
17
<PAGE> 20
APPENDIX A
HABERSHAM BANCORP
OUTSIDE DIRECTORS STOCK OPTION PLAN
THIS INDENTURE is made as of the 21st day of January, 1995, by
HABERSHAM BANCORP, a corporation organized and doing business under the laws of
the State of Georgia (the "Company").
1. Purpose.
The Company adopts the Habersham Bancorp Outside Directors Stock
Option Plan (the "Plan") to secure and retain the services of those directors
of the Company and of any subsidiary bank (individually, a "Bank") who are not
employed by the Company, any subsidiary bank or any of its affiliates (the
"Eligible Optionees") by giving them an opportunity to invest in the future
success of the Company.
2. Administration.
The Board of Directors of the Company (the "Company Board") shall
appoint one or more of its employee members to administer (the "Plan
Administrator") the Plan on behalf of the Company. It is intended that the
grants of options under the Plan are being made pursuant to the formulae stated
herein and that the participation of directors shall constitute "participation
in a formula plan which does not disqualify a director from being
disinterested" as described in Rule 16b-3 of the Securities Exchange Act of
1934, as amended.
Each member constituting the Plan Administrator shall serve at the
pleasure of the Company Board. If more than one person serves as Plan
Administrator, the Plan Administrator shall select one of its members as a
chairman and shall hold meetings at the times and in the places as it may deem
advisable. All actions the Plan Administrator takes shall be made by majority
decision. Any action evidenced by a written instrument signed by all of the
members of the Plan Administrator shall be as fully effective as if the Plan
Administrator had taken the action by majority vote at a meeting duly called
and held.
The Plan Administrator shall have complete and conclusive authority to
(a) interpret the Plan, (b) prescribe, amend, and rescind rules and regulations
relating to it, (c) execute a stock option award in favor of those Eligible
Optionees who are granted options pursuant to Section 5, substantially in the
form attached hereto as Exhibit A (the "Award"), and (d) make all other
determinations necessary or advisable for the administration of the Plan. The
Plan Administrator's determinations on these matters shall be conclusive.
In addition to any other rights of indemnification that they may have
as directors of the Company or as members of the Plan Administrator, the
directors of the Company and members of the Plan Administrator shall be
indemnified by the Company against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of action taken
or failure to act under or in connection with the
<PAGE> 21
Plan or any Option granted thereunder, and against all amounts paid by them in
settlement thereof (provided the settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any action, suit or proceeding, except in relation to matters as to which it
shall be adjudged in the action, suit or proceeding that the director or Plan
Administrator member is liable for negligence or misconduct in the performance
of his duties; provided that within 60 days after institution of any action,
suit or proceeding, an indemnitee shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.
3. Grant of Options.
(a) Initial Grants. Each Eligible Optionee serving as a
member of the Company Board on April 16, 1994, and who continues to be
a member of the Company Board on January 21, 1995, shall be granted an
option as of January 21, 1995 to purchase 1,000 shares of common
stock, $2.50 par value per share, of the Company (the "Stock") at an
exercise price of $45.94 per share.
(b) Subsequent Annual Grants During Tenure as a Director.
Each Eligible Optionee shall be granted as of December 31, 1995, and
as of December 31 of each subsequent year during which the Plan is in
effect, an option to purchase at an exercise price per share equal to
the book value of a share of Stock as of the grant date:
(i) 1,000 shares of Stock, if such Eligible
Optionee serves on the Company Board on such date of grant; or
(ii) 250 shares of Stock, if such Eligible
Optionee serves on the Board of Directors of a Bank (a "Bank
Board") but not on the Company Board on such date of grant;
provided the performance criteria set forth in Plan Section 3(d) is
satisfied on such date.
(c) Conditions to Grants. In the event the remaining
number of shares of Stock reserved for issuance under the Plan is
insufficient to grant options for the appropriate number of shares of
Stock to all Eligible Optionees as of any grant date, then no options
shall be granted as of that grant date or any subsequent grant date.
(d) Performance Criteria. As of any grant date, no
Eligible Optionee will be granted an option pursuant to Section
3(b)(i) unless the Company's return on beginning assets, on a
consolidated basis, is at least one percent (1%) for the 12-month
period ended on the date of the grant. As of any grant date, no
Eligible Optionee who is then a member of a Bank Board will be granted
an option pursuant to Section 3(b)(ii) unless that Bank's return on
beginning assets is at least one percent (1%) for the 12-month period
ended on the date of the grant.
2
<PAGE> 22
4. Stock Subject to Plan.
The Company has authorized and reserved for issuance upon the exercise
of options pursuant to the Plan an aggregate of 70,000 shares of Stock. If any
option is cancelled, expires or terminates without the respective optionee
exercising it in full, options with respect to those unpurchased shares of
Stock may be granted to that same optionee or to another eligible individual or
individuals under the terms of this Plan.
The Plan Administrator shall adjust the total number of shares of
Stock reserved for issuance under the Plan and any outstanding options, both as
to the number of shares Stock and the exercise price as set forth in the Plan
and in the applicable Award, for any increase or decrease in the number of
outstanding shares of Stock resulting from a stock split or a payment of a
stock dividend on the Stock, a subdivision or combination of the Stock, a
reclassification of the Stock, a merger or consolidation of the Stock or any
other like changes in the Stock or in their value; provided that any such
adjustment shall be made in a manner consistent with the reason for the
adjustment and shall be effected uniformly among optionees. Outstanding
options shall not be adjusted for cash dividends or the issuance of rights to
subscribe for additional stock or securities of the Company. Any adjustment
may provide for the elimination of any fractional share of Stock which might
otherwise become subject to an option.
In the event of the approval by the stockholders of the Company of a
reorganization, merger or consolidation with respect to which the Company is
not the surviving entity, or the sale of all or substantially all of the assets
of the Company, any outstanding, but unexercised option shall be cashed out on
the basis of the greater of the excess of the fair market value of a share of
Stock over the exercise price or, if applicable, the excess of the price paid
for a share of Stock in connection with such transaction over the exercise
price multiplied by the number of shares of Stock as to which the option
remains unexercised immediately preceding the date of the transaction.
In the event of a dissolution or liquidation of the Company, all
options under the Plan shall terminate as to any unexercised portion thereof as
of the effective date of the dissolution or liquidation.
The grant of an option shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations, or
changes in its capital or business structure, or to merge, consolidate,
dissolve, liquidate, sell or transfer all or any part of its business or
assets.
5. Terms and Conditions of All Options.
Each option granted pursuant to the Plan shall expire on the earlier
of (1) the fifth anniversary of the date of grant, (2) the date the optionee
ceases to be a member of the Company Board or Bank Board, except in the event
of his death, or (3) the first anniversary of
3
<PAGE> 23
the optionee's death in the event the optionee ceases to be a member of the
Company Board or Bank Board due to the optionee's death.
Each option granted pursuant to the Plan shall be fully vested on the
date of grant but may not be exercised until the later of (a) six (6) months
following the date of grant or (b) the date stockholders approve the Plan in
accordance with Plan Section 13 and is not transferrable by the optionee other
than as provided by the will of the optionee or the applicable laws of descent
and distribution. Each option granted pursuant to the Plan shall be subject to
such additional terms as set forth in the Award.
6. Term of Plan.
The effective date of the Plan is the date on which the Company Board
adopts the Plan. The Plan shall terminate ten (10) years after that date,
subject to Plan Section 10.
7. Exercise of Option.
The optionee may purchase shares of Stock subject to an option (the
"Shares") only upon receipt by the Company of a notice in writing from the
optionee of his intent to purchase a specific number of Shares and which notice
contains such representations regarding compliance with the federal and state
securities laws as the Plan Administrator may reasonably request. The purchase
price shall be paid in full upon the exercise of an option and no Shares shall
be issued or delivered until full payment therefor has been made. Payment of
the purchase price for all Shares purchased pursuant to the exercise of an
option shall be made in cash or by certified check.
Until stock certificates reflecting the Shares accruing to the
optionee upon the exercise of the option are issued to the optionee, the
optionee shall have no rights as a shareholder with respect to the Shares. The
Company shall make no adjustment to the Shares for any dividends or
distributions or other rights for which the record date is prior to the
issuance of that stock certificate, except as the Plan otherwise provides.
8. Assignability.
Except as Plan Section 5 permits, no option or any of the rights and
privileges thereof accruing to an optionee shall be transferred, assigned,
pledged or hypothecated in any way whether by operation of law or otherwise,
and no option, right or privilege shall be subject to execution, attachment or
similar process.
9. No Right to Continued Service.
No provision in the Plan or any option shall confer upon any optionee
any right to continue performing services for or to interfere in any way with
the right of the stockholders of
4
<PAGE> 24
the Company to remove such optionee as a director of the Company or a Bank at
any time for any reason.
10. Amendment and Termination.
The Company Board at any time may amend or terminate the Plan without
stockholder approval; provided, however, that the Company Board may condition
any amendment on the approval of the stockholders of the Company if such
approval is necessary or advisable with respect to tax, securities (which
require such approval for a material increase of the number of shares of Stock
subject to options, and for material modifications to the eligibility
requirements of the Plan, among others) or other applicable laws to which the
Company, the Plan, optionees or Eligible Optionees are subject.
Notwithstanding the foregoing, in no event shall the Company Board amend the
Plan more than once every six (6) months, other than to comport with changes in
the Code, the Employee Retirement Income Security Act of 1974, or the rules
thereunder. No amendment or termination of the Plan shall adversely affect the
rights of an optionee with regard to his options without his consent.
11. General Restriction.
Each option is subject to the condition that if at any time the
Company, in its discretion, shall determine that the listing, registration or
qualification of the shares of Stock covered by such option upon any securities
exchange or under any state or federal law is necessary or desirable as a
condition of or in connection with the granting of such option or the purchase
or delivery of shares of Stock thereunder, the delivery of any or all shares of
Stock pursuant to such option may be withheld unless and until such listing,
registration or qualification shall have been effected. If a registration
statement is not in effect under the Securities Act of 1933 or any applicable
state securities laws with respect to the shares of Stock purchasable or
otherwise deliverable under the option then outstanding, the Company may
require, as a condition of exercise of any option or as a condition to any
other delivery of shares of Stock pursuant thereto, that the optionee or the
optionee's representative represent, in writing, that the shares of Stock
received pursuant to the option are being acquired for investment and not with
a view to distribution and agree that the shares of Stock will not be disposed
of except pursuant to an effective registration statement, unless the Company
shall have received an opinion of counsel that such disposition is exempt from
such requirement under the Securities Act of 1933 and any applicable state
securities laws. The Company may endorse on certificates representing shares
of Stock delivered pursuant to an option such legends referring to the
foregoing representations or restrictions or any other applicable restrictions
on resale as the Company, in its discretion, shall deem appropriate.
12. Choice of Law.
The laws of the State of Georgia shall govern the Plan.
5
<PAGE> 25
13. Stockholder Approval.
The Company shall submit the Plan to its stockholders for approval by
a majority of stockholders present and entitled to vote within twelve months of
the adoption of the Plan by the Company Board; provided that unless stockholder
approval is obtained within the twelve-month period, both the Plan and all
outstanding options issued thereunder shall be rendered immediately void and of
no effect.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed in
the form and as of the date set forth above.
HABERSHAM BANCORP
By: /s/ David D. Stovall
--------------------
Title: President
-----------------
ATTEST:
/s/ Edward D. Ariail
- --------------------
Title: Secretary
--------------
[CORPORATE SEAL]
6
<PAGE> 26
APPENDIX B
HABERSHAM BANCORP
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 15, 1995
The undersigned shareholder of Habersham Bancorp (the "Company") hereby
appoints David D. Stovall and Edward D. Ariail as proxies with full power of
substitution, acting by majority or by either of them if only one be present
and acting, to vote all shares of common stock of the Company which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders (the "Meeting") to be held at the Central Office of the
Company, Highway 441 North, Cornelia, Georgia on Saturday, April 15, 1995 at
1:00 p.m. and at any adjournments thereof, upon the proposals described in the
accompanying Notice of the Annual Meeting and the Proxy Statement relating to
the Meeting (the "Proxy Statement"), receipt of which is hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS 1, 2 AND 3.
PROPOSAL 1: To elect the nominees listed below to serve as directors of the
Company for the ensuing year:
Thomas A. Arrendale, Jr., Thomas A. Arrendale, III, James J.
Holcomb, James A. Stapleton, Jr., David D. Stovall, and
Calvin R. Wilbanks
____FOR all nominees ____WITHHOLD AUTHORITY
listed above (except to vote for all
as indicated to the nominees listed
contrary below). above.
INSTRUCTION: To withhold authority for any individual nominee, mark "FOR"
above, and write that nominee's name in the space below:
________________________________________
PROPOSAL 2: To increase the number of authorized shares of Common Stock from
1,000,000 to 10,000,000 shares.
____FOR ____AGAINST ____ABSTAIN
PROPOSAL 3: To approve the Habersham Bancorp Outside Directors Stock Option
Plan.
____FOR ____AGAINST ____ABSTAIN
This proxy, when properly executed, will be voted as directed, but if no
direction to the contrary is indicated, it will be voted FOR Proposals
1, 2 and 3.
Discretionary authority is hereby conferred as to all other matters which
may come before the meeting.
Dated:___________________________, 1995
(Be sure to date your Proxy)
_______________________________________
Name(s) of Shareholder(s)
_______________________________________
Signature(s) of Shareholder(s)
If stock is held in the name of more than one person, all holders should
sign. Signatures should correspond exactly with the name or names appearing on
the stock certificate(s). When signing as attorney, executor, administrator,
trustee, guardian or custodian, please indicate the capacity in which you are
acting. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in name by authorized
person.
Please mark, date and sign this Proxy, and return it in the enclosed,
return-addressed envelope. No postage is necessary.
PLEASE RETURN PROXY AS SOON AS POSSIBLE
