<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>
GREENE COUNTY BANCSHARES, 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), 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:
/ / 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
GREENE COUNTY BANCSHARES, INC.
MAIN AND DEPOT STREETS
GREENEVILLE, TENNESSEE 37743
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 1996
To the Shareholders of Greene County Bancshares, Inc.:
Notice is hereby given that the Annual Meeting of the Shareholders of
Greene County Bancshares, Inc. (the "Corporation") will be held on Tuesday, May
14, 1996 at 11:00 a.m., local time, at the Holiday Inn, 11-E By Pass,
Greeneville, Tennessee, (lunch will follow immediately) for the following
purposes:
(1) To elect thirteen (13) directors to the Board of Directors to
hold office for a period of one year or until their successors
shall have been duly elected and qualified.
(2) To consider and vote on adoption of the proposed "Incentive
Stock Option Plan of Greene County Bancshares, Inc. and
Subsidiaries of 1995."
(3) To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.
The Board of directors has fixed the close of business on March 15, 1996,
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting.
A copy of the Annual Report for the year ended December 31, 1995 is
enclosed with the proxy material.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
NECESSARY IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY
WITHDRAW YOUR PROXY AND VOTE IN PERSON.
Greeneville, Tennessee 37743 By order of the Board of Directors
Dated: May 3, 1996 F. Harrison Lamons, Chairman
<PAGE> 3
GREENE COUNTY BANCSHARES, INC.
MAIN AND DEPOT STREETS
GREENEVILLE, TENNESSEE 37743
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Greene County Bancshares, Inc.
the("Corporation"), for use at the Annual Meeting of Shareholders of the
Corporation to be held on Tuesday, May 14, 1996, at 11:00 a.m., local time, at
the Holiday Inn, 11-E By Pass, Greeneville, Tennessee (lunch will follow
immediately) and at any and all adjournments thereof. If the enclosed proxy is
properly executed, returned and not revoked, it will be voted in accordance
with the specifications, if any, made thereon by the shareholders, and if
specifications are not made, it will be voted in favor of all nominees for
directors set forth herein.
At the meeting, the shareholders will elect thirteen (13) directors to
serve until the next annual meeting and until their successors are duly elected
and qualified.
The cost of solicitation of proxies will be borne by the Corporation.
Proxies may be solicited by directors, officers or regular employees of the
Corporation, in person or by telephone, telegraph, fax or by mail. The
Corporation may reimburse brokerage firms and others for their expenses in
forwarding solicitation material regarding the meeting to beneficial owners. On
or about May 3, 1996, the Corporation will commence mailing this Proxy
Statement, the enclosed form of proxy and attached Notice to holders of its
common stock.
Shareholders who sign proxies have the right to revoke them at any time
before they are voted by filing with the Secretary of the Corporation, Greene
County Bancshares, Inc., Main and Depot Streets, Greeneville, Tennessee 37743
either an instrument revoking the proxy or a duly executed proxy bearing a
later date, or by attending the meeting and voting in person or by calling
Greene County Bancshares, Inc. at 423-639-5111. A shareholder may attend the
annual meeting even though he or she may have executed a proxy.
The Corporation does not intend to present any matters for action other
than those listed in the Notice of Annual Meeting and has not been informed
that any persons intend to present any other matters for action at the Annual
Meeting. However, if any matters are properly brought before the meeting, the
persons designated as proxies will vote in accordance with their best
discretion on such matters.
VOTING SECURITIES
The close of business on March 15, 1996 has been fixed as the record date
for the determination of the shareholders entitled to notice of and to vote at
the meeting. As of the close of business on March 15, 1996, the corporation had
authorized 1,000,000 shares of
<PAGE> 4
common stock, $10.00 par value, 442,444 shares of which were issued and
outstanding and held of record by 1,351 shareholders, and 7,000 shares subject
to options. Each outstanding share of common stock of the Corporation is
entitled to one vote.
Unless otherwise specified, execution of the accompanying proxy will grant
authority to the persons named therein as proxies to vote the shares registered
in the shareholder's name for the election of each of the nominees named
herein. Shareholders of the Corporation do not have the right to cumulate their
votes in the election of directors. The affirmative vote of a plurality of the
votes cast is required for the election of the nominees as directors. In all
other matters scheduled to come before the meeting, a majority of the shares
represented at the meeting (provided a quorum is present) is required for
approval.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to those
persons known to the Corporation to be beneficial owners (as determined under
rules and regulations of the Securities and Exchange Commission) of more than
five percent (5%) of the Corporation's Common Stock, its only class of voting
securities as of March 1, 1996, as well as by all officers and directors of the
Corporation as a group. Unless otherwise noted, each person named has sole
voting and disposition power with respect to the shares indicated.
Name of Amount of Percentage of
Address of Common Stock Outstanding
Beneficial Owners Beneficial Owned Common Stock
----------------- ---------------- ------------
Philip M. Bachman, Jr. 43,591 9.85%
1330 E. Allen Bridge Rd.
Greeneville, Tn. 37743
All directors and officers
as a group (24 persons) 88,359 19.97%
ELECTION OF DIRECTORS
The By-Laws of the Corporation allows for sixteen (16) directors to be
elected. However, management believes that thirteen (13) directors is
sufficient for management of the corporation.
The Board of Directors proposes that the thirteen (13) nominees listed
below be elected as directors, to serve for a period of one year or until their
successors are duly elected and qualified. Unless otherwise directed, it is the
intention of the persons named in the proxy to vote the proxies for the
election of the nominees listed below, all of whom
2
<PAGE> 5
are presently directors of the Corporation. Each of the nominees listed below
with the exception of Mr. Norris also currently serves as a director of Greene
County Bank ("GCB"), a wholly-owned subsidiary of the Corporation. Messrs.
Bachman and Norris currently serve as directors of American Fidelity Bank
('AFB'), also a wholly-owned subsidiary of the Corporation. If any nominee
should become unable to serve as a director, the persons named as proxies
reserve the full discretion to vote for such other person or persons as may be
nominated.
<TABLE>
<CAPTION>
Previous Director of Number of Shares
Five Years Corporation Owned (% of
Business or Bank Class) at
Name (Age) Experience SINCE 3-1-96 (1)
- ---------------------- --------------------- ------------------ --------------------
<S> <C> <C> <C>
Phil M. Bachman(58) Automobile Dealer 1968 43,591 (9.85%)
1330 E. Allen Bridge President-Bachman-
Greeneville, Tn 37743 Bernard Motors
Harrison Lamons(67) Pres, Lamons Sales 1971 2,000 (0.45%)
1 Andrew Johnson Dr. Manufactures
Greeneville, Tn 37743 Representative
Terry Leonard(58) Real Estate 1975 3,129 (0.71%)
701 Big Valley Trail Development and
Greeneville, Tn 37743 Management
Ralph T. Brown(63) Dentist 1979 5,920 (1.34%)
111 Magnolia Dr.
Greeneville, Tn 37743
James A. Emory(63) President 1983 4,240 (0.96%)
431 Fairground Rd J.A.E. Foods, Inc.
Greeneville, Tn 37743
W. T. Daniels(51) Property 1987 200 (0.05%)
1804 Brentwood Drive Management
Greeneville, Tn 37743
R. Stan Puckett(40) President & CEO of 1989 600 (0.14%)
310 Grapevine Trail Greene County Bank
Greeneville, Tn 37743 and the Corporation
Davis Stroud(62) Executive Vice 1989 369 (0.08%)
112 Greenfield Ct President
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
Greeneville, Tn 37743 Greene County Bank
Charles S. Brooks(57) Chairman of the 1990 30 (0.01%)
165 Parrish Dr. Board-McInturff,
Greeneville, Tn 37743 Milligan & Brooks
Insurance
J.W. Douthat(65) President 1990 1,030 (0.23%)
6160 McDonald Rd. Tri State Tractor
Mohawk, Tn 37810 & Turf
Patrick A. Norris(68) Retired 1992 1,426 (0.32%)
932 S. Briarcliff Cir. President
Maryville, Tn 37803 Mountain Life Ins.
Helen Horner(67) Director of Tourism 1992 19,116 (4.32%)
210 Susong Lane Greene County
Greeneville, Tn 37743 Partnership
Jerald K. Jaynes(58) President & CEO 1992 550 (0.12%)
2370 Warrensburg Rd Unaka Co. Inc.
Greeneville, Tn 37743
</TABLE>
(1) Includes shares held by the named individual's spouse and/or dependent
children, all shares which the named individual may be deemed to be
beneficially own.
The Board of Directors of the Corporation met 17 times in 1995. GCB has an
Audit Committee and an Executive Committee and AFB has an Executive, Audit and
Insurance Committee. All directors of the Corporation attended at least 75% of
the aggregate number of meetings of the Board and of Committees upon which the
director served on 1995.
The Audit Committee of GCB consists of Messrs. Leonard (Chairman), Brown,
Lamons and Jaynes. This committee meets quarterly with the internal auditor and
management of GCB to (1) monitor the accounting and financial reporting
practices of GCB; (2) determine whether the Bank has adequate administrative,
operating and internal accounting controls; and (3) serve as an independent
objective party in review of GCB's financial information. This Committee met 4
times during 1995.
The Executive Committee of GCB consists of Messrs. Bachman, Emory, Puckett
and Stroud, with two other member of the board serving on a rotating monthly
basis. This committee (1) reviews all loans of $5,000.00 to $25,000.00 and
approves all loans in excess of $25,000.00 to $1,000,000 with the exception of
insider loans exceeding $500,000 which requires Board of Director approval
along with all loans over $1,000,000. (2) reviews all investments made by GCB;
and (3) reviews matters concerning personnel.
4
<PAGE> 7
This committee met 51 times during 1995.
The Executive Committee of AFB, which met 7 times during 1995, consists of
P. A. Norris (Chairman), Bradford Sayles, W.W. Borden, James T. Stalsworth and
Phil Bachman. The Executive Committee has the responsibility of reviewing the
banks operations.
Nominees for election to the Board of Directors of the Corporation are
selected and approved by the Board of Directors at its February meeting prior
to the Annual Meeting. There is no standing nominating committee. Additional
nominations can be made by Shareholders of the Corporation as follows; (1) by
proxy at the Annual Meeting; (2) by nomination from the floor in person at the
Annual Meeting; or (3) by written or oral contact with the Chairman of the
Board at any time prior to the Annual Meeting.
PROPOSAL FOR INCENTIVE STOCK OPTION PLAN
The Board of Directors of the Corporation recommends approval of the
proposed "Incentive Stock Option Plan of Greene County Bancshares, Inc. and
Subsidiaries of 1995" ("ISOP") as described below. The proposed ISOP must be
approved by the holders of a majority of the common stock of the Corporation.
The stated purpose of the ISOP is to aid the Corporation and its
subsidiary Banks in securing and retaining key employees of outstanding ability
by making it possible to offer them an increased incentive, in the form of a
proprietary interest in the common stock of the Corporation, to join or
continue in service of the Corporation and/or its subsidiary Banks and to
increase the welfare and success of the Corporation and its subsidiary Banks.
The total number of shares of the Corporation that may be optioned under the
ISOP is 30,000 shares of the Corporation's $10 par value common stock. The
option price per share shall not be less than 100% of the fair market value of
the optioned stock at the time an option is granted or if the option is granted
to an owner of 10% or more of the stock of the Corporation, the option price
shall be not less than 110% of the fair market value of the optioned stock at
the time an option is granted pursuant to the ISOP.
The ISOP shall be administered by a committee appointed by the Board of
Directors of the Corporation which committee shall have the power and authority
to administer, construe and interpret the ISOP and to make rules for carrying
it out and to make changes in such rules. The terms of each option granted
under the proposed ISOP shall be as determined from time to time by the
committee and shall be set forth in an Incentive Stock Option Agreement in the
form attached as an exhibit to the ISOP and approved by the committee, subject
to the limitations set forth in the ISOP.
The key employees who will be eligible to participate in the ISOP are
defined to include persons in the regular full-time common law employment of
the Corporation or any
5
<PAGE> 8
subsidiary as an executive or non-executive officer thereof, who in the opinion
of the committee of the Corporation, is or is expected to be primarily
responsible for the management, growth or protection of some part or all of
the business of the Corporation. As of the date hereof, it is anticipated that
the approximate number of persons who will be "key employees" as defined in the
ISOP is twelve. The dollar value of the options granted in 1995 under the ISOP
is not determinable as of the date hereof. Neither the dollar value nor the
number of options that may be available in the future to any executive officer
or other key employee are determinable as of the date hereof. Such
determination must be made by the committee of the Corporation.
MANAGEMENT REMUNERATION
The following table discloses compensation for services in all capacities
for the three years ended December 31, 1995, which were paid by the Corporation
(including its subsidiaries) to the chief executive officer and all other
executive officers whose salary and bonus exceeded $100,000 in 1995.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
==========================================================================================================================
Annual Compensation(1) Long-Term Compensation
Awards Payouts
- --------------------------------------------------------------------------------------------------------------------------
Securities
Other Restricted Underlying All
Annual Stock Options/ LTIP Other
Name and Principal Position Year Salary Bonus Compensation Award(s) SARs Payouts Compensation
($) ($) ($) ($) (#) ($) ($) (2)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
R. Stan Puckett
(President and CEO) 1995 $160,000 $68,266 600 $22,500
1994 $145,000 $21,750 600 $21,750
1993 $120,000 $18,000 600 $18,000
Davis Stroud
(Executive Vice
President) 1995 $116,000 $30,440 204 $17,400
1994 $105,829 $10,610 166 $15,874
1993 $ 98,200 $ 9,820 187 $14,730
</TABLE>
1 The aggregate amount of perquisites and other benefits not reported above
for 1995 did not exceed $50,000 or 10% of the total annual salary and
bonus reported above for such named executive officer.
2 Profit Sharing Plan contribution.
6
<PAGE> 9
OPTION/SAR GRANTS TABLE
The following tables present information concerning stock options and
stock appreciation rights ("SARs") granted to the named executive officers of
the Company and exercises of options by such persons during the last fiscal
year.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
- ----------------------------------------------------------------------------------------------------
Individual Grants
- ----------------------------------------------------------------------
Number of Percent of
Securities Total Potential Realized
Underlying Options/SARs Exercise Value at Assumed Annual
Options/ Granted to or Rates of Stock Price
SARs Employees Base Appreciation For Option Term
Granted In Fiscal Price Expiration ------------------------------
Name (#) Year ($/Sh) Date(1) 0 %($)(2) 5%($) 10%($)
(a) (b) (c) (d) (e) (f) (g) (h)
<S> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Stan Puckett
President & CEO 600 31.58% $141 2005 $23,670 $91,591 $195,794
Davis Stroud
Executive Vice
President 204 10.74% $180 2005 $ 0 $23,093 $ 58,522
</TABLE>
(1) The options expire ten years from date of grant.
(2) Reflects value at grant-date market price.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISED IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
- --------------------------------------------------------------------------------------
Number of Value of
Securities Unexercised
Underlying in-the-money
Unexercised Options/SARs
Options/SAR at Fiscal
at Fiscal Year- Year-End ($)
End (#)
Name Shares Acquired Value Realized Exercisable/ Exercisable/
(#) ($) Unexercisable Unexercisable
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stan Puckett
President & CEO 0 0 3748(E) $244,323
Davis Stroud
Executive Vice President 0 0 557(E) $ 9,550
</TABLE>
7
<PAGE> 10
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the Company's executives generally are made
by a six-member Compensation Committee of the Board of Directors. Each member
of the Compensation Committee is a non-employee director and is appointed
annually.
The Committee is responsible for developing and making recommendations to
the Board concerning compensation paid to the Chief Executive Officer and
Executive Vice President and, based upon the recommendation of the Chief
Executive Officer, all other employees. The Committee is further responsible
for administrating all aspects of the Company's executive compensation program.
Executive compensation is intended to be set at levels that the Compensation
Committee believes is consistent with others in the Corporation's industry, and
the Committee also considers general economic conditions and other external
factors.
Base salaries for executive officers are determined initially by
evaluating the responsibilities of the position held, and by reference to the
competitive marketplace for management talent, including a comparison of base
salaries for comparable positions at comparable companies within the financial
services industry. Annual salary adjustments are determined by evaluating the
competitive marketplace, the performance of the Corporation and the performance
of the executive. Compensation paid during 1995 to executive officers,
consisted of base salary, bonus, stock options and contributions paid with
respect to the Corporations Profit Sharing Plan. For the year 1995, based on
the factors discussed above and a review by the Committee, Mr. Puckett received
a 10.3% increase in base pay and Mr. Stroud received a 9.5% increase in base
pay. Payments to the Corporation's Profit Sharing Plan are made to all
employees on a non-discriminatory basis.
Messrs. Puckett and Stroud have a performance goal with the Corporation
whereby bonus awards are issued. The performance goal is based on the ROAA
(return on average assets) of Greene County Bank, the Corporation's largest
subsidiary. The bonus awarded in 1995 totaled 13.5% and 9.0%, respectively, of
their base salaries for the year 1995. Messrs. Puckett and Stroud, along with
other members of senior management, received a special bonus in 1995 as a
result of a favorable examination review. The bonus for Mr. Puckett totaled
$46,666, and for Mr. Stroud, $20,000.
It is the philosophy of the Compensation Committee that stock options
should be awarded only to the key employees of the Corporation to promote
long-term interests between such employees and the Corporation's stockholders
and to assist in the retention of such employees.
Mr. Puckett was granted options, at the time of his employment in January
1989, to purchase 300 shares per year of the Corporation's stock at one and
one-half (1 1/2) times
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<PAGE> 11
book value excluding reserves at year end. The number of options per year was
increased to 600 shares as a result of a 1991 stock split. The options expire
ten (10) years from date of grant.
In 1995, Mr. Stroud, along with other members of senior management, were
granted options to purchase 1300 shares of stock under the proposed Incentive
Stock Option Plan. The 1300 shares were prorated based on salaries. For 1995,
Mr. Stroud received an option to purchase 204 shares at market value, on date
of grant, of $180 per share. The options granted under the Plan will become
effective if the Plan is approved by the Corporation shareholders at the May
14, 1996 shareholders' meeting and will expire ten (10) years from date of
grant.
COMPENSATION COMMITTEE
TERRY LEONARD (CHAIRMAN) PHILIP M. BACHMAN, JR.
RALPH BROWN CHARLES BROOKS
HELEN HORNER J.W. DOUTHAT
PROFIT SHARING PLAN
GCB and AFB have a contributory Profit Sharing Plan (the "Plan") covering
all employees with more than one year of service. Participating employees
contribute 3% of their monthly salary and GCB and AFB (depending on which bank
the participant is employed) contribute 15% of participating employee's salary
(not to exceed 10% of profit before taxes) to fund the Plan. The Plan has a
vesting schedule that fully vests each employee after two years of employment.
Contribution in the amount of $22,500 and $17,400 were made for the
accounts of Mr. Puckett and Mr. Stroud under the Plan in 1995. Mr. Puckett
and Mr. Stroud are fully vested under the Plan.
EMPLOYMENT CONTRACTS
GCB has contracted with Davis Stroud, Executive Vice President of GCB, to
provide for his employment by GCB until he reaches the age of 65. Pursuant to
such agreement, Mr. Stroud has agreed not to compete with GCB after leaving the
employment of GCB. In consideration of this agreement, GCB has agreed to pay
Mr. Stroud the sum of $16,600 per year for 10 years after his retirement at age
65. In the event Mr. Stroud dies prior to reaching the retirement age of 65,
the same amounts will be paid to his beneficiaries over a 10 year period. In
the event Mr. Stroud dies after retirement but prior to the expiration of the
full 10 year term, the remainder of such benefits will be paid to his
beneficiaries on the same terms for the remainder of the ten-year term. A life
insurance policy on Mr. Stroud's life of which GCB is the beneficiary is
coordinated to pay or
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<PAGE> 12
reimburse GCB for these benefits.
DIRECTOR COMPENSATION
Directors receive $400 for each regularly-scheduled meeting of the full
Board of Directors, and $1,300 retainer fee per quarter. Directors are allowed
to miss two meetings per year. The $400 per meeting is not paid for any
subsequent meetings missed. GCB's Executive Committee meets weekly, and its
members receive $250 per meeting and a $1,500 retained fee per year. The Audit
Committee meets quarterly and its members receive $200 per meeting.
TRANSACTIONS WITH MANAGEMENT
The Corporation's directors and principal officers, as well as business
organizations and individuals associated with them, are customers of the
Corporation's subsidiary Banks and had normal banking transactions with the
Banks during 1995. All loan transactions 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
unrelated borrowers and did not involve more than the normal risk of
collectibility or present other unfavorable features.
BOARD OF DIRECTORS INTERLOCKS AND INSIDER PARTICIPATION
Except for Directors Bachman and Brooks, no member of the Board of
Directors of the Corporation or the Banks was (a) an officer or employee of the
Corporation or Banks or any of its subsidiaries during the fiscal year ended
December 31, 1995, (b) a former officer of the Corporation or the Banks or any
of its subsidiaries, or (C) an insider (i.e., director, officer, director or
officer nominee, greater than 5% stockholder, or immediate family member of the
foregoing) of the Corporation or the Banks and engaged in transactions with the
Corporation or the Banks or any subsidiary involving more than $60,000 during
the fiscal year ended December 31, 1995 (except for the transactions described
below).
The Corporation purchases insurance coverage from McInturff, Milligan and
Brooks of which Charles Brooks is Chairman of the Board, and from Greeneville
Insurance Agency of which Philip Bachman Jr. is a part owner. During 1995,
premiums totaling $85,931 were paid to McInturff, Milligan and Brooks and
$47,705 to Greeneville Insurance Agency for coverage. Management believes the
fees paid are fair and reasonable and do not exceed those premiums that would
be paid to a third party firm.
Philip Bachman, Jr. is President of Bachman-Bernard Motors. From time to
time
10
<PAGE> 13
Greene County Bank purchases vehicles from different dealerships of which
Mr. Bachman's Company is one. Payments for vehicles purchased from Mr.
Bachman's company during 1995 totaled $12,072. Management believes the price
paid was fair and reasonable and does not exceed what would have been paid to a
third party.
SHAREHOLDERS PROPOSALS
Proposals of shareholders intended to be presented at the 1997 Annual
Meeting must be received by the Corporation for inclusion in its 1997 proxy
materials no later than November 15, 1996.
PERFORMANCE OF CORPORATION'S COMMON STOCK
The following graph compares the performance of the Corporation's Common
Stock to (1) the Dow Jones Equity Market Index and (2) Dow Jones Regional Banks
South Index. The graph assumes that $100 was initially invested in the
Corporation's Common Stock and in each index and that all dividends were
reinvested.
EIGHT YEAR COMPARISON
CUMULATIVE SHAREHOLDER RETURN
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
1988 1989 1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Greene County Bancshares, Inc. 100 126 136 143 175 209 231 248
S & P Bank Composite Index 100 117 78 122 156 167 153 235
S & P Major Regional Banks Index 100 117 79 136 167 172 157 238
</TABLE>
11
<PAGE> 14
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Corporation, at the recommendation of the
Audit Committee, selected Coopers & Lybrand L.L.P. as its independent public
accountants for 1996. Coopers & Lybrand L.L.P. also was employed by the
Corporation and the Banks in this capacity in 1995. Representatives of Coopers
& Lybrand L.L.P. are expected to be present at the Annual Meeting and will have
an opportunity to make a statement if they desire to do so. Such
representatives also are expected to be available to respond to questions.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
THE BANK'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE MADE AVAILABLE TO SHAREHOLDERS UPON WRITTEN REQUEST
TO ALEX JOHNSON, C/O GREENE COUNTY BANCSHARES, INC., MAIN & DEPOT STREETS,
GREENEVILLE, TENNESSEE 37743.
INCORPORATION BY REFERENCE
The Annual Report of the Corporation is being delivered to stockholders
with this Proxy Statement. The financial statements and management's discussion
and analysis of financial condition and results of operations contained in the
Annual Report and 10-K are hereby incorporated by reference and made a part of
this Proxy Statement.
By order of the Board of Directors
Secretary
May 3, 1996
12
<PAGE> 15
APPENDIX A
PLEASE SIGN AND RETURN IMMEDIATELY
GREENE COUNTY BANCSHARES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
OF GREENE COUNTY BANCSHARES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS CALLED FOR MAY 14, 1996.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of GREENE
COUNTY BANCSHARES, INC. (the "Corporation") does hereby nominate, constitute
and appoint R. Stan Puckett and Davis Stroud, or either of them, as true and
lawful proxies and attorneys-in-fact, with full power of substitution, to vote
all shares of the undersigned held of record by the undersigned on March 15,
1996, at the Annual Meeting of Shareholders of GREENE COUNTY BANCSHARES, INC.
to be held at the Holiday Inn, 11-E By Pass, Greeneville, Tennessee, May 14,
1996 at 11:00 a.m., local time, (lunch will follow immediately) as set forth
below and in their discretion on any other business as may properly come before
the meeting or any adjournment thereof.
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<S> <C> <C>
(1) / / For the election to the Board of Directors of all the of following
nominees, except as indicated to the contrary below: Philip M. Bachman,
Jr.; Harrison Lamons; Terry Leonard; Ralph T. Brown; James A. Emory;
W.T. Daniels; R. Stan Puckett; Davis Stroud; Charles S. Brooks; J.W.
Douthat; Patrick A. Norris; Helen Horner and Jerald Jaynes
/ / Against the following nominees (please print name or names)
/ / Withhold authority to vote for the following nominees, (please print name
or names as to which authority is withheld).
/ / Against all nominees.
(2) / / Proposal to adopt the "Incentive Stock Option Plan of Greene County
Bancshares, Inc. and Subsidiaries of 1995:"
/ / For / / Against / / Abstain
(3) / / In their discretion, the Proxies are authorized to vote upon any other
matter which may properly come before said meeting or any adjournment
thereof. The Proxies will vote in accordance with recommendations of the
Board of Directors.
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Your shares will be voted in accordance with your instructions. IF NO CHOICE IS
SPECIFIED, SHARES WILL BE VOTED FOR ALL NOMINEES IN THE ELECTION OF DIRECTORS
AND FOR PROPOSAL 2 ABOVE. Proxies may be revoked at any time prior to the time
of the Annual Meeting by executing a later proxy or by giving written notice to
the Secretary of the Corporation at Main and Depot Streets, Greeneville,
Tennessee 37743.
Date ---------------------------
--------- (Signature)
Date ---------------------------
--------- (Signature if held jointly)
Number of shares
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Please sign exactly as your name appears at left. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporation, please sign in full
corporation name by President or other authorized officer. If a partner, please
sign in partnership by authorized person.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
