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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)
AMERICORP, INC.
-----------------------------------------------
(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):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(j)(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 O-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 O-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:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule O-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:
Notes:<PAGE>
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AMERICORP, INC.
7393 Hodgson Memorial Drive
Savannah, Georgia 31406
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of Americorp, Inc. (the "Company") for use
at the annual meeting of shareholders of the Company to be held on May 26,
1995, and any adjournment thereof, for the purposes set forth in the
accompanying notice of the meeting. The expenses of this solicitation,
including the cost of preparing and mailing this Proxy Statement, will be paid
by the Company. Copies of solicitation materials may be furnished to banks,
brokerage houses and other custodians, nominees and fiduciaries for forwarding
to beneficial owners of shares of the Company's Common Stock, and normal
handling charges may be paid for such forwarding service. In addition to
solicitations by mail, directors and regular employees of the Company may
solicit Proxies in person or by telephone or telegraph. It is anticipated
that this Proxy Statement and the accompanying Proxy will first be mailed to
shareholders on April 28, 1995.
The record of shareholders entitled to vote at the annual meeting was
taken as of the close of business on March 31, 1995. On that date, the
Company had outstanding and entitled to vote 5,473,889 shares of Common Stock,
par value $0.01 per share.
Any Proxy given pursuant to this solicitation may be revoked by any
shareholder who attends the meeting and gives oral notice of his or her
election to vote in person, without compliance with any other formalities. In
addition, any Proxy given pursuant to this solicitation may be revoked prior
to the meeting by delivering an instrument revoking it or a duly executed
proxy bearing a later date to the Secretary of the Company. If the Proxy is
properly completed and returned by the shareholder and is not revoked, it will
be voted at the meeting in the manner specified thereon. If the Proxy is
returned but no choice is specified thereon, it will be voted for all the
persons named below under the caption "Information about Nominees for
Director."
Enclosed with the Proxy Statement is a copy of the Company's Annual
Report on Form 10-KSB filed with the Securities and Exchange Commission for
the year ended December 31, 1994. The Company will furnish copies of any
exhibits to the Form 10-KSB on request and upon the payment of the Company's
expense in furnishing the exhibits to any record or any beneficial owner of
its Common Stock as of March 31, 1995 who requests a copy of such exhibit.
Any request for the exhibits to the Form 10-KSB report should be in writing
addressed to:
Mr. James R. McLemore, Jr.
Americorp, Inc.
7393 Hodgson Memorial Drive
Savannah, Georgia 31406
If the person requesting the exhibits was not a shareholder of record on
March 31, 1995, the request must include a representation that the person was
a beneficial owner of Common Stock on that date.<PAGE>
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VOTING SECURITIES AND PRINCIPAL HOLDERS
The following table sets forth as of March 1, 1995, beneficial ownership
of the Company's Common Stock by (i) each "person" (as that term is defined by
the Securities and Exchange Commission) known by the Company to be the
beneficial owner of more than 5% of the Company's voting securities, (ii) by
each nominee for director, (iii) by each individual named on the Compensation
Table below and (iv) by all directors and officers of the Company as a group.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percent
of Beneficial Owner Owned Beneficially of Class
------------------- ------------------ --------
<S> <C> <C>
Bank Corporation of Georgia 3,649,261(1) 66.67%
4951 Forsyth Road
Macon, GA 31210
Stephen W. Doughty -0- 0.00%
4951 Forsyth Road
Macon, GA 31210
Joseph W. Evans 3,649,261 (1) 66.67%
4951 Forsyth Road
Macon, GA 31210
J. Thomas Wiley, Jr. -0- 0.00%
7393 Hodgson Memorial Drive
Savannah, GA 31406
Heys E. McMath, III -0- 0.00%
7393 Hodgson Memorial Drive
Savannah, GA 31406
All Officers & Directors 3,649,261 (1) 66.67%
as a Group (4 persons)
</TABLE>
____________________________
(1) Includes 3,649,261 shares of stock owned by Bank Corporation
of Georgia ("BCG") which are voted by Joseph W. Evans,
President and Director of the Company. Mr. Evans is also
Chief Executive Officer and a Director of BCG.
NOMINATION AND ELECTION OF DIRECTORS
The by-laws of the Company provide that the Board of
Directors shall consist of three directors. The number of
directors may be increased or decreased from time to time by the
2<PAGE>
board of directors by amendment of the by-laws, but no decrease
shall have the effect of shortening the term of an incumbent
director. The term of office for directors continues until the
next annual meeting and until their successors are elected and
qualified. Each Proxy executed and returned by a shareholder
will be voted as specified thereon by the shareholder. If no
specification is made, the Proxy will be voted for the election
of the nominees named below to constitute the entire Board of
Directors. In the event that any nominee withdraws or for any
reason is not able to serve as a director, the Proxy will be
voted for such other person as may be designated by the Board of
Directors as a substitute nominee, but in no event will the Proxy
be voted for more than three nominees. The affirmative vote of
the majority of the outstanding shares of Common Stock
represented in person or by proxy at a meeting at which a quorum
is present is required for election of the nominees named below.
A quorum is present when the holders of a majority of the shares
outstanding on the record date are present in person or by proxy.
An abstention or a broker non-vote would be included in
determining whether a quorum is present at the meeting and would
have the effect of a vote against the director. Management of
the Company has no reason to believe that any nominee will not
serve if elected. All of the nominees are currently directors of
the Company. The Board of Directors recommends a vote "FOR" the
proposed nomination and election of directors, and the enclosed
Proxy will be so voted unless the shareholder executing the Proxy
specifically votes against the election of directors or abstains
from voting by marking the appropriately designated block on the
Proxy.
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The following information as of March 15, 1995, has been
furnished by the respective nominees for Director. Except as
otherwise indicated, each nominee has been or was engaged in his
present or last principal employment, in the same or a similar
position, for more than five years.
<TABLE>
<CAPTION>
Name (Age) Information About Nominee
---------- -------------------------
<S> <C>
Joseph W. Evans (45) Mr. Evans has been President and a
Director of the Company and Ameribank,
N.A., the Company's wholly-owned
subsidiary (the "Bank") since 1990. He
is President and CEO and a Director of
Bank Corporation of Georgia, a Macon,
Georgia based bank holding company, and
is Chairman of the Board of Directors
of First South Bank, N. A., its wholly-
owned subsidiary.
Stephen W. Doughty A Director of the Company and the Bank sinc 1990,
(43) Mr. Doughty is Executive Vice President
of Bank Corporation of Georgia, a
Macon, Georgia bank holding company,
and is President of its wholly-owned
subsidiary, First South Bank, N. A. He
is also a Director of each.
J. Thomas Wiley, Jr. Mr. Wiley has been a Director of the
(42) Company and President, CEO, and
Director of the Bank since 1990. Mr.
Wiley is also an Executive Vice
President of Bank Corporation of
Georgia, where he has served since
1982, and a Director of First South
Bank, N. A.
</TABLE>
There are no family relationships betweeen any director, executive
officer, or nominee for director of the Company or of its subsidiary.
3<PAGE>
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EXECUTIVE COMPENSATION
The Company does not separately compensate any of its executive
officers. The following table sets forth the annual compensation paid by the
Bank for fiscal years ending December 31, 1994, 1993, and 1992 to J. Thomas
Wiley, Jr., the President and Chief Executive Officer of the Bank and Heys E.
McMath, III, Executive Vice President of the Bank, the only other executive
officer whose salary and bonus exceeded $100,000 during the 1994 fiscal year.
<TABLE>
<CAPTION>
Name & Principal Other Annual
Position Year Salary($) Bonus($) Compensation
- - ---------------- ---- --------- -------- -------------
<S> <C> <C> <C> <C>
J. Thomas Wiley, Jr. 1994 $ 110,000 $ 43,505 (1)
(President & Chief Executive Officer 1993 110,000 30,505 (1)
of the Bank, Director of the Company) 1992 100,000 10,500 (1)
Heys B. McMath, III 1994 77,260 25,220 (1)
(Executive Vice President of the Bank, 1993 (2) 68,119 3,500 (1)
Director of the Bank) 1992 (2) -0- -0-
__________________________________________
(1) Does not meet the SEC threshold for disclosure.
(2) Mr. McMath was employed by the Bank in January, 1993.
</TABLE>
DIRECTOR'S COMPENSATION
Directors of the Company are not separately compensated for
meetings of the Board of Directors of the Company. The Directors
of the Bank currently receive a fee of $500 per month for service
as a director.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with directors
and officers of the Company and their associates, including
corporations in which such officers or directors are
shareholders, directors and/or officers, on the same terms
(including interest rates and collateral) as those prevailing at
the time for comparable transactions with other persons. Such
transactions have not involved more than the normal risk of
collectibility or presented other unfavorable features. At
December 31, 1994, loans to directors and officers and their
associates totalled $359,109, or 8.6% of total shareholders'
equity.
Effective January 1, 1992, the Company entered into a cost-
sharing arrangement with BCG under which BCG provides management,
accounting, auditing, data processing, and other support services
to the Company. The Company paid an aggregate amount of $120,000
to BCG in 1994 for these services.
4<PAGE>
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors met once in 1994 before the 1994
annual meeting, and three times in 1994 after the meeting. All
directors attended each Board meeting held during 1994. The
Company has no committees, but the Bank does have an Audit
Committee, Compensation Committee, Loan Committee, and Loan
Review Committee.
INFORMATION CONCERNING THE COMPANY'S ACCOUNTANTS
The certified public accounting firm of Evans, Porter, Bryan
& Company was the independent accountant for the Company during
the year ended December 31, 1994. Representatives of Evans,
Porter, Bryan & Company are expected to be present at the annual
meeting and will have the opportunity to make a statement if they
desire to do so and to respond to appropriate questions. The
Company anticipates that Evans, Porter, Bryan & Company will be
the Company's accountants for the current fiscal year.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the
Company's 1996 Annual Meeting must be received by December 28,
1995, in order to be eligible for inclusion in the Company's
Proxy Statement and Proxies for that meeting.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than
those stated above that are to be brought before the meeting. If
any other matters should be presented for consideration and
voting, however, it is the intention of the persons named as
proxies in the enclosed Proxy to vote in accordance with their
judgment as to what is in the best interest of the Company.
By Order of the Board of Directors,
JAMES R. McLEMORE, JR.
Secretary
April 28, 1995
5<PAGE>
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AMERICORP, INC.
7393 HODGSON MEMORIAL DRIVE
SAVANNAH, GEORGIA 31406
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 26, 1995
The annual meeting of shareholders of Americorp, Inc. (the "Company")
will be held on Friday, May 26, 1995, at 9:00 A.M. at the board room of the
Company, 7393 Hodgson Memorial Drive, in Savannah, Georgia, for the purposes
of considering and voting upon:
1. The election of three directors to constitute the Board of
Directors to serve until the next annual meeting and until their
successors are elected and qualified; and
2. Such other matters as may properly come before the meeting or
any adjournment thereof.
Only shareholders of record at the close of business on March 31, 1995
will be entitled to notice of and to vote at the meeting or any adjournment
thereof.
The Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed herewith. Please sign, date and return the Proxy promptly in the
enclosed business reply envelope. If you attend the meeting you may, if you
wish, withdraw your Proxy and vote in person.
Also enclosed is a copy of the Company's 1994 Annual Report on Form 10-
KSB, without exhibits.
By Order of the Board of Directors,
JOSEPH W. EVANS
Chairman of the Board and Director
April 28, 1995
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE
MAY BE RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY.
6<PAGE>
APPENDIX A
COMMON STOCK
AMERICORP, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS FOR THE 1995 ANNUAL MEETING OF SHAREHOLDERS.
The undersigned hereby appoints Hugh W. Tracy and Joseph W. Evans, or
either of them with power of substitution to each, the proxies of the
undersigned to vote the Common Stock of the undersigned at the Annual Meeting
of Shareholders of AMERICORP, INC. to be held on May 26, 1995, and any
adjournment thereof.
1. / / FOR all nominees for director listed below (except as marked to
the contrary);
Stephen W. Doughty, Joseph W. Evans, Hugh W. Tracy, J. Thomas Wiley, Jr.
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below)
________________________________________________________________________
/ / WITHHOLD AUTHORITY to vote for all nominees listed above.
2. In accordance with their best judgement with respect to any other
matters that may properly come before the meeting.
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ELECTION OF THE PERSONS
NAMED IN THE PROXY STATEMENT, AND, UNLESS INSTRUCTIONS TO THE CONTRARY
ARE INDICATED IN THE SPACE PROVIDED, THIS PROXY WILL BE SO VOTED.
__________________________________
Signature(s) of Shareholder(s)
Please sign this Proxy exactly as
name appears on the Proxy
Note: When signing as an attorney,
trustee, administrator or guardian,
please give your title as such. In
the case of joint tenants, each
joint owner must sign.
Date:________________________<PAGE>
