<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>
EAGLE 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
EAGLE BANCSHARES, INC.
4305 LYNBURN DRIVE
TUCKER, GEORGIA 30084
(404) 908-6690
June 23, 1995
DEAR FELLOW SHAREHOLDER:
You are cordially invited to attend the 1995 Annual Meeting of
Shareholders of Eagle Bancshares, Inc. (the "Company" or "Eagle"), which will
be held at the Reid Cofer Public Library, 4316 Church Street, Tucker, Georgia,
on Thursday, July 20, 1995, at 9:30 a.m., local time (the "Annual Meeting").
The following Proxy Statement outlines the business to be conducted at
the Annual Meeting, which includes the election of one class of directors, the
approval of the 1995 Employee Stock Incentive Plan and the ratification of the
appointment of Arthur Andersen LLP, as independent public accountants.
Enclosed are the Notice of Meeting, Proxy Statement, form(s) of proxy
card and the 1995 Annual Report. WE HOPE YOU CAN ATTEND THE ANNUAL MEETING IN
PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, IT IS IMPORTANT
FOR YOU TO COMPLETE THE ENCLOSED PROXY CARD(S) AND RETURN THE PROXY CARD(S) IN
THE ENCLOSED POSTAGE-PAID ENVELOPE AS PROMPTLY AS POSSIBLE.
If you have any questions about the Proxy Statement or the 1995 Annual
Report, please let us hear from you.
Sincerely,
/s/ Conrad J. Sechler, Sr.
--------------------------
Conrad J. Sechler, Sr.
Chairman of the Board
<PAGE> 3
EAGLE BANCSHARES, INC.
4305 LYNBURN DRIVE
TUCKER, GEORGIA 30084
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 20, 1995
NOTICE HEREBY IS GIVEN that the 1995 Annual Meeting of Shareholders of
Eagle Bancshares, Inc. (the "Company" or "Eagle") will be held at the Reid
Cofer Public Library, 4316 Church Street, Tucker, Georgia, on Thursday, July
20, 1995, at 9:30 a.m., local time (the "Annual Meeting"), for the following
purposes:
(1) To elect two directors to serve for a term of three years or until
their successors have been duly elected and qualified.
(2) To vote upon a proposal to adopt the 1995 Employee Stock Incentive
Plan.
(3) To ratify the appointment of Arthur Andersen LLP, as independent
public accountants for the Company for the fiscal year ending March 31, 1996.
(4) Such other matters as properly may come before the Annual Meeting
or any adjournments thereof. The Board of Directors is not aware of any other
business to be presented for a vote of the shareholders at the Annual Meeting.
Information relating to the above matters is set forth in the attached
Proxy Statement. Shareholders of record at the close of business on June 9,
1995 will be entitled to receive notice of and to vote at the Annual Meeting
and any adjournments thereof.
By Order Of The Board of Directors
Charles J. Alford, Jr.
Secretary
Tucker, Georgia
June 23, 1995
PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
IF YOU ATTEND THE ANNUAL MEETING AND SO DESIRE, YOU MAY REVOKE THE PROXY CARD
AND VOTE IN PERSON THOSE SHARES OF STOCK HELD BY YOU OTHER THAN SHARES OF
COMMON STOCK ALLOCATED TO AN ACCOUNT FOR YOU PURSUANT TO THE TUCKER FEDERAL
SAVINGS & LOAN ASSOCIATION EMPLOYEE STOCK OWNERSHIP PLAN.
<PAGE> 4
EAGLE BANCSHARES, INC.
4305 LYNBURN DRIVE
TUCKER, GEORGIA 30084
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 20, 1995
This Proxy Statement is furnished to the shareholders of Eagle
Bancshares, Inc. (the "Company" or "Eagle") in connection with the solicitation
of proxies by the Board of Directors of the Company to be voted at the 1995
Annual Meeting of Shareholders of the Company and at any adjournments thereof
(the "Annual Meeting"). The Annual Meeting will be held at the Reid Cofer
Public Library, 4316 Church Street, Tucker, Georgia, on Thursday, July 20, 1995
at 9:30 a.m., local time.
The approximate date on which this Proxy Statement and the
accompanying proxy card(s) are first being sent or given to shareholders is
June 23, 1995.
VOTING
GENERAL
The securities which can be voted at the Annual Meeting consist of
Common Stock of the Company, $1.00 par value per share (the "Common Stock"),
with each share entitling its owner to one vote on each matter submitted to the
shareholders. The record date for determining the holders of Common Stock who
are entitled to notice of and to vote at the Annual Meeting is June 9, 1995.
On the record date, 1,554,600 shares of Common Stock were outstanding and
eligible to be voted at the Annual Meeting.
QUORUM AND VOTE REQUIRED
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock is necessary to constitute a quorum at the Annual
Meeting. In counting the votes to determine whether a quorum exists at the
Annual Meeting, the proposal receiving the greatest number of all votes cast
"for" or "against" and abstentions (including instructions to withhold
authority to vote) will be used.
In voting for the proposal to elect directors (Proposal 1),
shareholders may vote in favor of all nominees, withhold their votes as to all
nominees or withhold their votes as to specific nominees. The vote required to
approve Proposal 1 is governed by Georgia law and is a plurality of the votes
cast by the holders of shares entitled to vote, provided a quorum is present.
As a result, in accordance with Georgia law, votes that are withheld will not
be counted and will have no effect.
In voting for the proposal to adopt the 1995 Employee Stock Incentive
Plan (Proposal 2), shareholders may vote in favor of the proposal or against
the proposal or may abstain from voting. The vote required to approve Proposal
2 is governed by federal law and is the affirmative vote of the holders of a
majority of the shares represented and entitled to vote at the Annual Meeting,
provided a quorum is present. In accordance with federal
<PAGE> 5
law, abstentions are considered in determining the number of votes required to
obtain a majority of the shares represented and entitled to vote at the Annual
Meeting and will have the same legal effect as a vote against such proposal.
In voting for the proposal to ratify the Board of Directors'
appointment of independent accountants for the Company (Proposal 3),
shareholders may vote in favor of the proposal or against the proposal or may
abstain from voting. The vote required to approve Proposal 3 is governed by
Georgia law, and the votes cast favoring such proposal must exceed the votes
cast opposing such proposal, provided a quorum is present. As a result, in
accordance with Georgia law, abstentions will not be counted and will have no
effect.
Under the rules of the New York Stock Exchange and the American Stock
Exchange (the "Exchanges") that govern most domestic stock brokerage firms,
member brokerage firms that hold shares in street name for beneficial owners
may, to the extent that such beneficial owners do not furnish voting
instructions with respect to any or all proposals submitted for shareholder
action, vote in their discretion upon proposals which are considered
"discretionary" proposals under the rules of the Exchanges. Member brokerage
firms that have received no instructions from their clients as to
"non-discretionary" proposals do not have discretion to vote on these
proposals. Such "broker non-votes" will not be considered in determining
whether a quorum exists at the Annual Meeting and will not be considered as
votes cast in determining the outcome of any proposal.
HOLDERS OF COMMON STOCK
Proxy cards are being transmitted with this Proxy Statement to all
holders of Common Stock of the Company. All properly executed proxy cards
delivered by shareholders to the Company in time to be voted at the Annual
Meeting and not revoked will be voted at the Annual Meeting in accordance with
the directions given. Shareholders should specify their choices on the
accompanying proxy card. IF NO SPECIFIC INSTRUCTIONS ARE GIVEN WITH REGARD TO
THE MATTERS TO BE VOTED UPON, THE SHARES REPRESENTED BY A SIGNED PROXY CARD
WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED ON THE PROXY CARD AND
DESCRIBED HEREIN. The Board of Directors of the Company does not know of any
other business to be brought before the Annual Meeting, but it is intended
that, if any other matters properly come before the Annual Meeting, the persons
named as proxies will vote upon such matters according to their judgment. All
proxy cards delivered pursuant to this solicitation are revocable at any time
before they are voted at the option of the persons executing them by giving
written notice to the Secretary of the Company, by delivering a later dated
proxy card or by voting in person at the Annual Meeting.
PARTICIPANTS IN THE ESOP
Separate proxy cards are being transmitted to all persons who have
shares of Common Stock allocated to their accounts as participants or
beneficiaries under the Tucker Federal Savings & Loan Association Employee
Stock Ownership Plan (the "ESOP"). These proxy cards appoint Richard B. Inman,
Jr., Zelma B. Martin and Conrad J. Sechler, Jr., who act as Trustees for the
ESOP, to vote the shares held for the accounts of the participants or their
beneficiaries in the ESOP in accordance with the instructions noted thereon.
IN THE EVENT NO PROXY CARD IS RECEIVED FROM A PARTICIPANT OR BENEFICIARY OR A
PROXY CARD IS RECEIVED WITHOUT INSTRUCTIONS, OR IN THE EVENT SHARES ARE NOT YET
ALLOCATED TO ANY PARTICIPANT'S ACCOUNT, THE TRUSTEES WILL VOTE THE SHARES OF
STOCK OF THE PARTICIPANT AND ANY UNALLOCATED SHARES "FOR" EACH OF THE PROPOSALS
LISTED ON THE PROXY CARD AND DESCRIBED HEREIN. The Trustees do not know of any
other business to be brought before the Annual Meeting but it is intended that,
if any other matters properly come before the Annual Meeting, the Trustees as
proxies will vote upon such matters according to their judgment.
Any ESOP participant or beneficiary who executes and delivers a proxy
card to the Trustees may revoke it at any time prior to its use by executing
and delivering to the Trustees a duly executed proxy card bearing a later date
or by giving written notice to the Trustees at the following address: Tucker
Federal Savings & Loan Association Employee Stock Ownership Plan, 2355 Main
Street, Tucker, Georgia 30084. Under the terms of the
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<PAGE> 6
ESOP, only the Trustees of the plan can vote the shares allocated to the
accounts of participants, even if such participants or their beneficiaries
attend the Annual Meeting in person.
COSTS OF SOLICITATION
In addition to soliciting proxies through the mail, the Company may
solicit proxies through its directors, officers and employees in person and by
telephone. Brokerage firms, nominees, custodians and fiduciaries also may be
requested to forward proxy materials to the beneficial owners of shares of
Common Stock held by them. All expenses incurred in connection with the
solicitation of proxies will be borne by the Company. The Company has engaged
the services of Corporate Investors Communications, Inc., a proxy solicitation
firm, to assist in soliciting proxies from beneficial owners of shares of the
Company's Common Stock held by banks, brokerage houses and other custodians,
nominees and fiduciaries. The Company anticipates that such assistance will
cost approximately $3,000, plus certain out-of- pocket expenses.
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of June 1, 1995
regarding the ownership of the Company's Common Stock by each person known to
the Company to be the beneficial owner of more than 5% of the Company's Common
Stock and by all directors and executive officers of the Company as a group,
based on data furnished to the Company by such persons. Information regarding
the beneficial ownership of Common Stock by directors and director nominees is
included under "Proposal 1 - Election of Directors" and by executive officers
named in the Summary Compensation Table is included under "Proposal 1 -
Executive Officers."
<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY
NAME AND ADDRESS OWNED(1) PERCENT OF CLASS
- ---------------- -------- ----------------
<S> <C> <C>
J.C. Serrato, Jr., M.D. 143,500 9.30 %
711 Center Street
Suite 320
P.O. Drawer 9456
Columbus, Georgia 31908
Tucker Federal Savings & 108,787 (2) 7.05 %
Loan Association
Employee Stock Ownership Plan
2355 Main Street
Tucker, Georgia 30084
All directors and 283,435 (3) 18.23 %
executive officers
as a group (8 persons)
- -------------------------------------------
</TABLE>
(1) The stock ownership information shown above has been furnished to the
Company by the named persons and members of the group or obtained from
information filed with the Securities and Exchange Commission (the
"Commission"). Beneficial ownership of the Company's principal shareholders as
reported in this table has been determined in accordance with regulations of
the Commission and includes shares of Common Stock which may be acquired within
60 days. Except as otherwise indicated, the named persons and members of the
group have sole voting and investment power with regard to the shares shown as
owned by them.
-3-
<PAGE> 7
(2) The ESOP is a tax qualified employee benefit plan covering eligible
employees of the Company and its subsidiaries, including Tucker Federal Savings
& Loan Association ("Tucker Federal"). Richard B. Inman, Jr., Zelma B. Martin
and Conrad J. Sechler, Jr. are the Trustees of the ESOP. The Trustees may vote
only unallocated shares and allocated shares with respect to which the Trustees
do not receive timely voting instructions from participants or their
beneficiaries. As of June 1, 1995, 99,605 shares held by the ESOP were
allocated to participants' accounts and 9,182 shares held by the ESOP were
unallocated. The Trustees disclaim beneficial ownership of shares held by the
ESOP that are voted by participants.
(3) Includes 8,198 shares of Common Stock held by the ESOP and allocated
to the accounts of the executive officers of the Company; and 7,666 shares held
of record by certain family members of the above-referenced group as to which
the respective members of the group disclaim beneficial ownership.
PROPOSAL 1 - ELECTION OF DIRECTORS
NOMINEES
The Bylaws of the Company provide that the Board of Directors shall
consist of seven members and the Restated Articles of Incorporation of the
Company, as amended, provide that the directors shall be divided into three
classes as nearly equal in number as possible. Directors are elected by
shareholders for a term of three years and until their successors are elected
and qualified. The term of office of one of the classes of directors expires
each year, and a new class of directors is elected annually for a term of three
years at the Annual Meeting of Shareholders.
The Board of Directors, acting in its capacity as the Nominating
Committee, has nominated Weldon A. Nash, Jr. and Conrad J. (Jere) Sechler, Jr.
to stand for election as directors at the Annual Meeting. Mr. Nash was elected
to the Board of Directors in March 1991. On April 25, 1995, Mr. Sechler, Jr.
was elected by the Board of Directors to fill the unexpired term of Conrad L.
Allgood, Jr., following Mr. Allgood's retirement. Mr. Sechler, Jr.'s term as a
director is scheduled to expire at the Annual Meeting. If elected by the
shareholders, the nominees will serve a three year term until the 1998 Annual
Meeting of Shareholders or until their successors are duly elected.
Information regarding the two nominees is set forth below.
Each of the nominees has consented to serve if elected. If either of
the nominees should be unavailable for any reason (which is not anticipated),
the Board of Directors may designate a substitute nominee or nominees (in which
case the persons named as proxies on the enclosed proxy card(s) will vote all
valid proxy cards for the election of such substitute nominee or nominees),
allow the vacancy or vacancies to remain open until a suitable candidate or
candidates are located, or by resolution provide for a lesser number of
directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" THE PROPOSAL TO ELECT WELDON A. NASH, JR. AND CONRAD J. (JERE) SECHLER,
JR. AS DIRECTORS OF THE COMPANY TO HOLD OFFICE FOR A TERM OF THREE YEARS AND
UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED.
INFORMATION REGARDING NOMINEES AND DIRECTORS
The following table sets forth certain information as of June 1, 1995
regarding the two nominees for director and all current directors whose terms
of office will continue after the Annual Meeting.
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<PAGE> 8
PERSONS NOMINATED TO SERVE AS DIRECTORS UNTIL THE
1998 ANNUAL MEETING OF SHAREHOLDERS
<TABLE>
<CAPTION>
Shares
Beneficially
Owned
(Percent
Name Business Information of Class)(1)
- ---- -------------------- ------------
<S> <C> <C>
Weldon A. Nash, Jr. Mr. Nash has served as President and Chief Executive Officer of 13,812(2)
Weldon, Inc., a company based in Stone Mountain, Georgia which (*)
designs, builds and develops residential and commercial properties
since January 1, 1975. Mr. Nash, 52, was first elected as a
director in March 1991.
Conrad J. (Jere) Sechler, Jr. Mr. Sechler, Jr. was first elected as a director to fill the 35,624(3)
unexpired term of Conrad L. Allgood, Jr. who retired in April (2.3%)
1995. Mr. Sechler, Jr. has served as President of Eagle Service
Corporation, a wholly-owned subsidiary of Tucker Federal Savings
and Loan Association since 1991 and served as Executive Vice
President from 1989 to 1991. He has been a director of Tucker
Federal since 1985. He formulated the business ventures
of Atlanta Mortgage Services and Eagle Real Estate Advisors as produc-
tion units for Tucker Federal and Eagle Bancshares during his adminis-
tration of Eagle Service Corporation. Prior to that time he was a self-
employed real estate broker specializing in commercial real estate
activities in and around metropolitan Atlanta. Mr. Sechler, Jr., 49,
is the son of Conrad J. Sechler, Sr.
</TABLE>
DIRECTORS TO SERVE UNTIL THE
1996 ANNUAL MEETING OF SHAREHOLDERS
<TABLE>
<CAPTION>
Shares
Beneficially
Owned
(Percent
Name Business Information of Class)(1)
- ---- -------------------- ------------
<S> <C> <C>
Charles J. Alford, Jr. Mr. Alford is an attorney in Tucker, Georgia and has served as 55,664(4)
General Counsel to Tucker Federal from its organization in 1956 (3.61%)
until May 1994. He has served as Vice President of the Company
since its incorporation in September 1985 and has acted as
Secretary of the Company since January 1989 and Treasurer of
the Company from 1985 to 1993. Mr. Alford, 73, was first
elected to the Board of Directors in 1985.
</TABLE>
-5-
<PAGE> 9
<TABLE>
<CAPTION>
Shares
Beneficially
Owned
(Percent
Name Business Information of Class)(1)
- ---- -------------------- ------------
<S> <C> <C>
Richard B. Inman, Jr. Mr. Inman has served as President and Chief Executive 59,668(5)
Officer of Tucker Federal since October 1990 and as a (3.86%)
director of Tucker Federal since 1988. Mr. Inman also has acted as
Treasurer of the Company since May 1993. From 1982 until
November 1990, Mr. Inman owned and operated Inman Cream
Company and worked as an investment banker. Mr. Inman,
43, was first elected to the Board of Directors in 1992.
Conrad J. Sechler, Sr. Mr. Sechler, Sr. was an organizer of and has served as Chairman 70,707(6)
of the Board of Tucker Federal since its organization in (4.58%)
1956, and has served as Chairman of the Board and President
of the Company since its incorporation in September 1985.
Mr. Sechler, Sr. was the Managing Officer of Tucker Federal
from January through September 1990. He also served as
President and Chief Operating Officer of Eagle Service
Corporation, a wholly-owned subsidiary of Tucker Federal,
from August 1971 to January 1991. Mr. Sechler, Sr., 81, was
first elected to the Board of Directors in 1985. Mr.
Sechler, Sr. is the father of Conrad J. (Jere) Sechler, Jr.,
who is a nominee for director.
</TABLE>
DIRECTORS TO SERVE UNTIL THE
1997 ANNUAL MEETING OF SHAREHOLDERS
<TABLE>
<CAPTION>
Shares
Beneficially
Owned
(Percent
Name Business Information of Class)(1)
- ---- -------------------- ------------
<S> <C> <C>
George G. Thompson Mr. Thompson was the Superintendent of Gwinnett County 1,800(7)
Public Schools from 1990 until December 1994. (*)
Prior to that time he was the Administrative Assistant
to the Superintendent of the Gwinnett County Public
Schools from 1982 until 1989. He is currently employed by The
Center for Leadership in School Reform as a Senior Associate.
Mr. Thompson is 49 and has served as a director since 1993.
Richard J. Burrell Mr. Burrell retired in 1994 after 40 years of service with 13,250(8)
Household International, Inc., a financial services company. (*)
During his employment with Household International, Inc.,
Mr. Burrell served as Governmental Relations Director
from 1962 until 1994. Mr. Burrell previously has served
as president of the Alabama and Florida Financial Services
Associations and Georgia Equity Lenders Association. Mr.
Burrell is a director of the Consumer Credit Counseling
Service of Atlanta. Mr. Burrell is 66 and was first elected
as a director in 1994.
</TABLE>
_______________
* Less than one percent.
-6-
<PAGE> 10
(1) The stock ownership information shown above has been furnished to the
Company by the named persons or obtained from information filed with the
Commission. Beneficial ownership as reported in this table has been determined
in accordance with regulations of the Commission and includes shares of Common
Stock which may be acquired within 60 days. Except as otherwise indicated, the
named persons have sole voting and investment power with regard to the shares
shown as owned by them.
(2) With regard to Mr. Nash, the shares shown include (i) 6,666 shares which
are held of record as joint tenants by the spouse and mother-in-law of Mr. Nash
as to which he disclaims beneficial ownership and (ii) 1,500 shares which may
be acquired by Mr. Nash upon the exercise of stock options granted pursuant to
the Eagle Bancshares, Inc. 1994 Directors Stock Option Incentive Plan (the
"DSOP").
(3) With regard to Mr. Sechler, Jr., the shares shown include (i) 14,333
shares which may be acquired by Mr. Sechler, Jr. upon exercise of stock options
granted in accordance with Mr. Sechler, Jr.'s 1990 and 1994 employment
agreements with Eagle Service Corporation, a wholly-owned subsidiary of Tucker
Federal, and pursuant to the Eagle Bancshares, Inc. Stock Option and Incentive
Plan (the "Stock Option Plan"); (ii) 1,500 shares which may be acquired by Mr.
Sechler, Jr. upon exercise of stock options granted pursuant to the DSOP;
(iii) 7,500 shares of restricted stock awarded in accordance with Mr. Sechler,
Jr.'s 1994 employment agreement for which Mr. Sechler, Jr. has voting power;
however, in accordance with the vesting provisions of the award, 3,750 of such
shares are subject to forfeiture; and (iv) a total of 2,313 shares held for the
account of Mr. Sechler, Jr. as a participant in the ESOP. See "Compensation of
Executive Officers - Compensation Committee Report."
(4) With regard to Mr. Alford, the shares shown include 1,500 shares which
may be acquired by Mr. Alford upon the exercise of stock options granted
pursuant to the DSOP. Mr. Alford is the father of Walter C. Alford, who serves
as General Counsel to Tucker Federal. See "Compensation of Executive Officers
- - Compensation Committee Interlocks and Insider Participation."
(5) With regard to Mr. Inman, the shares shown include (i) 6,667 shares
which may be acquired by Mr. Inman upon the exercise of stock options granted in
accordance with Mr. Inman's 1989 and 1993 employment agreements with Tucker
Federal and pursuant to the Stock Option Plan; (ii) 1,500 shares which may be
acquired by Mr. Inman upon the exercise of stock options granted pursuant to
the DSOP; (iii) 15,000 shares of restricted stock awarded in accordance with
Mr. Inman's 1993 employment agreement for which Mr. Inman has voting power;
however, in accordance with the vesting provisions of the award, 7,500 of such
shares are subject to forfeiture; (iv) a total of 2,601 shares held for the
account of Mr. Inman as a participant in the ESOP; and (v) 1,000 shares which
are held of record by the spouse of Mr. Inman as to which he disclaims
beneficial ownership. See "Compensation of Executive Officers - Compensation
Committee Report" and "Compensation of Executive Officers - Executive
Employment Agreements."
(6) With regard to Mr. Sechler, Sr., the shares shown include (i) 1,500
shares which may be acquired by Mr. Sechler, Sr. upon the exercise of stock
options granted pursuant to the DSOP; (ii) a total of 457 shares held for the
account of Mr. Sechler, Sr. as a participant in the ESOP; and (iii) 58,750
shares owned by corporations which Mr. Sechler, Sr. votes as majority owner of
such corporations.
(7) With regard to Mr. Thompson, the shares shown include 1,500 shares which
may be acquired by Mr. Thompson upon the exercise of stock options granted
pursuant to the DSOP.
(8) With regard to Mr. Burrell, the shares shown include 1,250 shares which
may be acquired by Mr. Burrell upon the exercise of stock options granted
pursuant to the DSOP.
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<PAGE> 11
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the
full Board and through committees. The Board of Directors has standing
committees consisting of the Stock Option Plan Committee, Audit Committee and
Compensation Committee. During the fiscal year ended March 31, 1995, the Board
of Directors held eight meetings. No director of the Company attended fewer
than 75% of all meetings of the full Board and of each committee on which such
director served during this period.
The Stock Option Plan Committee, composed of Messrs. Alford and
Thompson, administers the Eagle Bancshares, Inc. Stock Option and Incentive
Plan (previously defined as the "Stock Option Plan") and has exclusive power to
determine, within the provisions of the Stock Option Plan, persons eligible to
participate in that plan and to grant options to eligible employees thereunder.
The Stock Option Plan Committee also has the power to interpret and construe
any provision of the Stock Option Plan and to make policy consistent with the
Stock Option Plan. The Stock Option Plan Committee met one time during the
fiscal year ended March 31, 1995.
The Audit Committee of the Company, composed of Messrs. Allgood,
Burrell, Nash, Thompson and Sechler, Sr., also acts as the Audit Committee of
the Board of Directors of Tucker Federal. In the capacity of Audit Committee
for the Company, it selects the firm to be engaged as independent accountants
for the Company for the next fiscal year, reviews the plan for the audit
engagement, financial statements, plans and results of internal auditing, and
generally reviews financial reporting procedures and reports for regulatory
authorities. The Audit Committee met five times during the fiscal year ended
March 31, 1995. Mr. Allgood resigned from the Board of Directors in April
1995.
The Compensation Committee, composed of Messrs. Alford (Chairman),
Allgood, Nash and Thompson, has the responsibility of reviewing and approving
the compensation of all executive officers and determining the factors and
other issues regarding incentive compensation arrangements. The Compensation
Committee met four times during the fiscal year ended March 31, 1995. Mr.
Allgood resigned from the Board of Directors in April 1995.
In addition to the standing committees of the Company, the Board of
Directors acted in its capacity as the Nominating Committee and met one time
during the fiscal year ended March 31, 1995. While the Board acting as
Nominating Committee will consider nominees recommended by the shareholders, it
has not actively solicited recommendations from the shareholders for nominees.
Article X of the Company's Restated Articles of Incorporation, as
amended, sets forth the procedures for shareholder nominations and proposals.
Article X states that nominations for the election of directors and proposals
for any new business to be taken up at any annual or special meeting of
shareholders may be made by the Board of Directors or by any shareholder
entitled to vote generally in the election of directors. In order for a
shareholder to make any such nomination and/or proposal, he or she must give
notice thereof in writing, delivered or mailed by first class United States
mail, postage prepaid, to the Secretary of Company not less than ten days nor
more than sixty days prior to any such meeting. However, if less than 17 days'
notice of the meeting is given to shareholders, such written notice must be
delivered or mailed, as prescribed, to the Secretary of the Company not later
than the close of the seventh day following the day on which notice of the
meeting was mailed to shareholders. Each such notice given by a shareholder
with respect to nominations for the election of directors must set forth (i)
the name, age, business address and, if known, residence address of each
nominee proposed in such notice, (ii) the principal occupation or employment of
each such nominee, and (iii) the number of shares of Common Stock beneficially
owned by each such nominee.
The Board of Directors of Tucker Federal has the following standing
committees in addition to the Audit Committee: the Executive Committee, the
Real Estate Acquisition Committee and the Investment Committee. Such
committees are composed of both inside and outside directors of Tucker Federal
and perform those duties
-8-
<PAGE> 12
customarily performed by committees of such designations in other financial
institutions. The Audit Committee meets quarterly with Tucker Federal's
Internal Auditor.
DIRECTOR COMPENSATION
Members of the Board of Directors of the Company receive $300 for each
full Board or committee meeting attended for their services as directors of the
Company. Other than Mr. Inman, who receives no fees from Tucker Federal for
services as a director or committee member thereof, directors of Tucker Federal
receive an annual fee of $5,000, payable quarterly, in addition to $400 for
each Board meeting attended. Executive Committee members of Tucker Federal
receive a fee of $200 for each such committee meeting attended and members of
all other Tucker Federal committees receive a fee of $300 for each committee
meeting attended.
EAGLE BANCSHARES, INC. 1994 DIRECTORS STOCK OPTION INCENTIVE PLAN.
On February 10, 1994, the Board of Directors of the Company approved and
adopted the Eagle Bancshares, Inc. 1994 Directors Stock Option Incentive Plan
(previously defined as the "DSOP"). Generally, the DSOP provides for grants of
nonqualified stock options to be made to directors of the Company or Tucker
Federal on and after February 10, 1994, as follows:
(1) Upon the adoption of the plan for then current directors or upon
initially becoming a director of the Company or Tucker Federal,
thereafter, an individual receives an option to purchase 1,000 shares
of Common Stock, which is exercisable on the date of grant; and
(2) Upon beginning any term as a director of the Company or Tucker
Federal, an individual receives an option to purchase 750 shares of
Common Stock which vests at the rate of 250 shares per full year of
service as a director thereafter.
All options granted under the DSOP expire no later than the date immediately
following the 10th anniversary of the date of grant, and may expire sooner in
the event of the disability or death of the optionee, or if the optionee ceases
to serve as a director. All options granted under the DSOP may not be assigned
or transferred except upon death, and the exercise price of all options issued
under the DSOP is the fair market value of the Common Stock on the date that
the option is granted.
During the fiscal year ended March 31, 1995, options to purchase 1,250
shares of Common Stock were granted to Richard J. Burrell under the DSOP.
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION DIRECTOR'S RETIREMENT
PLAN. Participants under the Directors' Retirement Plan will receive a benefit
in the form of a monthly annuity for the life of the Participant with payments
commencing as of the first day of the month following the later of (i) the date
on which the Participant is no longer a Director or (ii) the date on which the
Participant attains age 65 (the "payment commencement date") and continuing
until the first day of the month in which the Participant's death occurs if the
Participant survives until his payment commencement date (although monthly
payments are suspended during any period in which the Participant again serves
as a Director). A Participant who dies prior to his payment commencement date
will receive no monthly benefit under the Directors' Retirement Plan.
The amount of a Participant's monthly payments under the Directors'
Retirement Plan is generally equal to the product of (i) the average monthly
compensation (including only compensation paid for service as a Director) of
the Participant, and (ii) a percentage based upon the Participant's Years of
Service ranging from 0% with less than six years of service up to 100% with at
least twelve years of service. A Participant's average monthly compensation is
determined by averaging the Participant's monthly compensation during the 24
month period in the Participant's compensation history during which the
Participant's compensation is the highest.
-9-
<PAGE> 13
In addition to the monthly benefit (if any) provided to a Participant
under the Directors' Retirement Plan, a Participant also is generally entitled
to an additional lump sum benefit if (i) the Participant has completed at least
12 but not 18 or more Years of Service as of the date on which the Participant
is no longer a Director, or (ii) the Participant was a Director as of the
effective date of the Directors' Retirement Plan, has completed 12 Years of
Service as of such date and ceases to be a Director as of, or prior to, the end
of his current term of service as a Director. The lump sum benefit payable to
such Participants is 1,000 shares of the Common Stock of the Company or a cash
payment equal to the fair market value (determined in accordance with the
provisions of the Eagle Bancshares, Inc. DSOP and determined as of the date of
payment) of such 1,000 shares, whichever is elected by the Participant.
Generally, all benefits under the Directors' Retirement Plan are
unsecured obligations of Tucker Federal, and Participants do not, and cannot,
make contributions to fund benefits under the Directors' Retirement Plan.
Generally, the Directors' Retirement Plan is not funded and benefit payments
are made directly by Tucker Federal although Tucker Federal may make
discretionary contributions to a trust to aid in funding the benefits to be
provided under the Directors' Retirement Plan, and, upon a change of control
(as defined in the Directors' Retirement Plan), the Company must, within ten
days of the change of control, make an irrevocable contribution to a trust in
an amount sufficient to pay all accrued benefits and lump sum benefits to which
Participants are entitled as of the date of the change of control.
EXECUTIVE OFFICERS OF THE COMPANY
The following provides information as of June 1, 1995 as to the name,
age and position of the executive officers of the Company and its subsidiaries,
including all positions and offices with the Company and its subsidiaries and
their business experience during the past five years and shares of Common Stock
beneficially owned. There are no agreements or understandings between any
officer and any other person pursuant to which any officer was selected.
<TABLE>
<CAPTION>
Shares
Beneficially
Name and Age Current Position(s) and Business Experience Owned(1)(%)
- ------------ ------------------------------------------- -----------
<S> <C> <C>
Conrad J. Sechler, Sr. Mr. Sechler has been Chairman of the Board and 70,707(2)
(81) President of the Company since its incorporation in (4.58%)
September 1985 and was an organizer of and has served
as Chairman of the Board of Tucker Federal since its
organization in 1956. Mr. Sechler was the Managing
Officer of Tucker Federal from January through
September 1990. He also was President and Chief
Operating Officer of Eagle Service Corporation,
a wholly-owned subsidiary of Tucker Federal, from
August 1971 to January 1991.
Charles J. Alford, Jr. Mr. Alford has been Vice President of the Company 55,664(3)
(73) since its incorporation in September 1985 and has (3.61%)
acted as Secretary of the Company since January
1989 and Treasurer of the Company from 1985 to 1993.
Mr. Alford is an attorney in Tucker, Georgia and served as
General Counsel to Tucker Federal from its organization in 1956
until 1994.
</TABLE>
-10-
<PAGE> 14
<TABLE>
<S> <C> <C>
Richard B. Inman, Jr. Mr. Inman has served as President and Chief Executive 59,668(4)
(43) Officer of Tucker Federal since October 1990 and has (3.86%)
been a director of Tucker Federal since August 1988.
Mr. Inman also has acted as Treasurer of the Company
since May 1993. From 1982 until November 1990, Mr.
Inman owned and operated Inman Cream Company and worked
as an investment banker. Mr. Inman was elected to the
Board of Directors of the Company in 1992.
Betty Petrides Mrs. Petrides has been Executive Vice President of Tucker 31,413(5)
(41) Federal since October 1988. She was named Secretary (2.03%)
of Tucker Federal in January 1989. Prior to joining
Tucker Federal, Mrs. Petrides was a consultant in
governmental affairs with special emphasis on banking
and state and local issues. She was elected to the Board of
Directors of Tucker Federal in April, 1995 to fill the unexpired
term of Conrad L. Allgood, Jr., who retired.
Conrad J. (Jere) Mr. Sechler, Jr. has been President of Eagle Service Corporation, 35,624(6)
Sechler, Jr. (49) a wholly-owned subsidiary of Tucker Federal, since 1991 and served (2.3%)
as Executive Vice President from 1989 to 1991. Prior to 1989,
Mr. Sechler was self-employed as a real estate broker and consultant.
Mr. Sechler has served as a director of Tucker Federal since 1985 and
was first elected as a director of the Company in April 1995 to fill
the unexpired term of Conrad L. Allgood, Jr. who retired.
- ---------------------------------
</TABLE>
* Less than one percent.
(1) The stock ownership information shown above has been furnished to the
Company by the named persons. Beneficial ownership as reported in this table
has been determined in accordance with regulations of the Commission and
includes shares of Common Stock which may be acquired within 60 days. Except
as otherwise indicated, the named persons have sole voting and investment power
with regard to the shares shown as owned by them.
(2) With regard to Mr. Sechler, Sr., the shares shown include (i) 1,500
shares which may be acquired by Mr. Sechler, Sr. upon the exercise of stock
options granted pursuant to the DSOP; (ii) a total of 457 shares held for the
account of Mr. Sechler, Sr. as a participant in the Company's ESOP; and (iii)
58,750 shares owned by corporations which Mr. Sechler votes as a majority owner
of such corporations.
(3) With regard to Mr. Alford, the shares shown include 1,500 shares which
may be acquired by Mr. Alford upon the exercise of stock options granted
pursuant to the DSOP.
(4) With regard to Mr. Inman, the shares shown include (i) 6,667 shares
which may be acquired by Mr. Inman upon the exercise of stock options granted in
accordance with Mr. Inman's employment agreement with Tucker Federal and
pursuant to the Stock Option Plan; (ii) 1,500 shares which may be acquired by
Mr. Inman upon the exercise of stock options granted pursuant to the DSOP;
(iii) 15,000 shares of restricted stock awarded in accordance with Mr. Inman's
employment agreement for which Mr. Inman has voting power; however, in
accordance with the vesting provisions of the award, 7,500 of such shares are
subject to forfeiture; (iv) a total of 2,601 shares held for the account of Mr.
Inman as a participant in the Company's ESOP; and (v) 1,000 shares which are
held of record by the spouse of Mr. Inman as to which he disclaims beneficial
ownership. See "Compensation of Executive Officers - Compensation Committee
Report" and "Compensation of Executive Officers - Executive Employment
Agreements."
-11-
<PAGE> 15
(5) With regard to Mrs. Petrides, the shares shown include (i) 19,833 shares
which may be acquired by Mrs. Petrides upon exercise of stock options granted
in accordance with Mrs. Petrides' employment agreement with Tucker Federal and
pursuant to the Stock Option Plan; (ii) 7,500 shares of restricted stock
awarded in accordance with Mrs. Petrides' employment agreement for which Mrs.
Petrides has voting power; however, in accordance with the vesting provisions
of the award, 3,750 of such shares are subject to forfeiture; and (iii) a total
of 2,830 shares held for the account of Mrs. Petrides as a participant in the
Company's ESOP; and (iv) 1,250 shares which may be acquired by Mrs. Petrides
upon the exercise of stock options granted pursuant to the DSOP. In addition,
pursuant to Mrs. Petrides' employment agreement with Tucker Federal, Mrs.
Petrides is entitled to be granted an option to purchase 10,000 shares of
Common Stock, which option will be exercisable immediately. The actual grant
of the option has not been made and the share ownership information excludes
such entitlement. See "Compensation of Executive Officers - Compensation
Committee Report" and "Compensation of Executive Officers - Executive
Employment Agreements."
(6) With regard to Mr. Sechler, Jr., the shares shown include (i) 14,333
shares which may be acquired by Mr. Sechler, Jr. upon exercise of stock options
granted in accordance with Mr. Sechler, Jr.'s employment agreement with Eagle
Service Corporation, a wholly-owned subsidiary of Tucker Federal, and pursuant
to the Stock Option Plan; (ii) 1,500 shares which may be acquired by Mr.
Sechler, Jr. upon exercise of stock options granted pursuant to the DSOP; (iii)
7,500 shares of restricted stock awarded in accordance with Mr. Sechler, Jr.'s
employment agreement for which Mr. Sechler, Jr. has voting power; however, in
accordance with the vesting provisions of the award, 3,750 of such shares are
subject to forfeiture; and (iv) a total of 2,313 shares held for the account of
Mr. Sechler, Jr. as a participant in the Company's ESOP. See "Compensation of
Executive Officers - Compensation Committee Report" and "Compensation of
Executive Officers - Executive Employment Agreements."
COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION COMMITTEE REPORT
The following report of the Compensation Committee of the Board of
Directors (the "Committee") discusses generally the Committee's executive
compensation objectives and policies in connection with developing and
implementing compensation for executive officers and the relationship of those
objectives and policies to corporate performance for the fiscal year ended
March 31, 1995. The report also specifically discusses the Committee's bases
for compensation of the President and Chief Executive Officer of Tucker
Federal, as reported in the Summary Compensation Table. In 1993, the Committee
engaged KPMG Peat Marwick to evaluate the Company's executive compensation
policy in connection with a review of compensation practices at comparable
institutions and to recommend an executive compensation program. The Committee
has implemented changes pursuant to KPMG Peat Marwick's recommendations. Each
member of the Committee is a disinterested director. The Committee strongly
believes that the performance of each executive officer has the potential to
impact the short-term and long-term profitability of the Company, consequently
the design of the executive compensation program has both short-term and
long-term components.
EXECUTIVE COMPENSATION OBJECTIVES AND POLICIES. The objective of the
Committee is to provide a competitive compensation program with incentives to
promote superior corporate performance, thereby providing a direct link between
corporate performance and compensation. It is expected that total compensation
will vary annually based on Company and individual performance. The Committee
believes that compensation should be based both on short-term and long-term
measurements and be directly and visibly tied to Company performance, thus
introducing substantial risk in the payout levels. This approach is
illustrated by a comparison of the payouts under the Bonus column of the
Summary Compensation Table from 1993 to 1995. The Committee has established
the following policies to serve as guidelines for the compensation program and
for compensation decisions:
-- Develop a package of total compensation designed to attract
talent, motivate a high level of individual performance and
retain executives whose skills and leadership are essential
for building long-term shareholder value;
-12-
<PAGE> 16
-- Establish annual incentive compensation for executive officers
directly tied to corporate performance; and
-- Implement long-term incentives to link executive compensation
to an equity interest to align executive compensation with
benefits realized by shareholders.
Total executive compensation consists of base salary, short-term and
long-term incentive compensation with the emphasis on long-term incentives.
Base salary is determined by a review of salaries paid by financial
institutions within the Southeast and financial institutions outside of the
region that are comparable in size. Peer Group comparative information is
relevant, but the Committee's position on total compensation is driven
primarily by the Company's performance and individual contributions. The
Company's base salary level for executive officers are below the median of base
salaries of the selected group of financial institutions.
Incentive compensation is based upon a mix of short-term and long-term
incentives. Short-term incentive compensation or bonus awards are granted in
cash and are based upon whether the Company meets or exceeds earnings per share
target levels. Company earnings must reach a prescribed threshold level before
incentive compensation is awarded pursuant to a formula. The formula provides
for awards ranging in amount from 15% of base salary at the threshold
performance level to 100% of base salary at the maximum performance level.
Short-term incentive compensation cannot be earned when the level of
nonperforming assets and delinquencies exceed an established percentage of
total assets of the Company on the last day of any fiscal year. These criteria
serve to insure a continued level of safety and soundness of the institution.
Long-term incentive awards are provided through the grant of stock
options pursuant to the Company's Stock Option Plan. In addition, long-term
incentive may be provided by a grant of restricted stock. Option grants and
restricted stock awards are subject to three year vesting requirements. The
Committee believes that a significant portion of senior executives'
compensation should be dependent upon value created for the shareholders;
options and restricted stock are believed to be an excellent vehicle to
accomplish this by tying the interest of executives of the Company directly to
the interest of shareholders. Options are granted with an exercise price of
not less than the fair market value of the Company's Common Stock on the date
of grant thus providing value in the executive's options only if the value for
other shareholders is created by superior Company performance. Options
generally are exercisable for a period of ten years. Long-term incentive
compensation is the largest component of total executive compensation.
However, the amount of the award is not based on any formula, but is intended
to provide the executive with a meaningful ownership interest in the Company,
thereby linking compensation to performance.
All three of the executive officers listed in the Summary Compensation
Table are subject to employment agreements. Compensation arrangements for
those executives are based upon and in accordance with the employment
agreements, each of which has an initial three year term. Officers not named
in the Summary Compensation Table and all other employees receive total
compensation based upon the factors noted above, including an incentive
performance award component of their annual compensation.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. The compensation of
Richard B. Inman, Jr., President and Chief Executive Officer of Tucker Federal,
is based upon an employment agreement entered into on October 1, 1993. In
connection with the employment agreement, which was approved by the Committee,
the base salary was determined based upon the competitive analysis described
above, and is subject to adjustment annually by the Committee, provided that
the base salary may not be less than $120,000 per year and any increases in
base salary are not subject to reduction. Mr. Inman's base salary has not
been adjusted since the effective date of the employment agreement. Short-term
and long-term incentive compensation for Mr. Inman is determined in accordance
with the employment agreement based on the criteria discussed above. See
"Management - Employment Agreements." For the year ended March 31, 1995, Mr.
Inman was awarded a cash bonus of $94,800.
OMNIBUS BUDGET RECONCILIATION ACT OF 1993 IMPLICATIONS FOR EXECUTIVE
COMPENSATION. It is the responsibility of the Committee to address the issues
raised by the recent change in the tax laws which made certain
non-performance-based
-13-
<PAGE> 17
compensation in excess of $1,000,000 to executives of public companies
nondeductible to these companies beginning in 1994. In this regard, the
Committee must determine whether any actions with respect to this new limit
should be taken by the Company. Given the Company's current level of executive
compensation, it is not now necessary to consider this issue. The Committee
will continue to monitor this situation and will take appropriate action if it
is warranted in the future.
THE COMPENSATION COMMITTEE
Charles J. Alford, Jr., Chairman
Weldon A. Nash, Jr.
George G. Thompson
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Charles J. Alford serves as a director and Vice President and
Secretary of the Company and participates in decisions on executive
compensation. George G. Thompson, the other director on the Compensation
Committtee, is not and never has been an officer or employee of the Company.
The law firm of Walter C. Alford, attorney-at-law, and son of Charles
J. Alford, Jr. a director of the Company and Tucker Federal, received legal
fees from Tucker Federal in the amount of $262,412 the fiscal year ended March
31, 1995. The legal fees were paid for services rendered by the law firm on
behalf of Tucker Federal for matters involving litigation, title examinations,
foreclosure proceedings and the closing of loan transactions, including
mortgage title insurance premiums paid to the title insurance company. The
fees paid were comparable to fees which could have been obtained in arms-length
negotiated transactions with unaffiliated third parties. In addition, in May
1994, Walter Alford was appointed General Counsel to Tucker Federal and
receives a retainer from Tucker Federal in the amount of $12,000 per year.
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION. The following table summarizes, for the
Company and its subsidiaries, the elements of compensation paid or accrued
during the three fiscal years ended March 31, 1995 to the Chief Executive
Officer of Tucker Federal and each of the other executive officers whose salary
and bonus exceeded $100,000 for the fiscal year ended March 31, 1995 (the
"named executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
------------------------
Annual Compensation Restricted Securities
-------------------------------- Stock Underlying
Awards Options All Other
Name and Principal Position Year Salary($)(1) Bonus($)(2) ($)(3) (#)(4) Compensation ($)(5)
- --------------------------- ---------------------------------- ------- ------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Richard B. Inman, Jr. 1995 $120,000 $ 94,800 - - $20,320
President and Chief Executive Officer 1994 108,000 243,635 $219,375 11,750 22,902
Tucker Federal 1993 96,000 162,760 - - -
Conrad J. (Jere) Sechler, Jr. 1995 $93,750 $117,924 $129,375 5,000 21,040
President 1994 75,000 104,228 - 1,500 19,502
Eagle Service Corporation 1993 75,000 81,380 - - 5,230
Betty Petrides 1995 $93,750 $117,924 $129,375 5,000 20,775
Executive Vice President and Secretary 1994 75,000 104,228 - - 17,034
Tucker Federal 1993 75,000 81,380 - - 4,921
- -----------------------------
</TABLE>
-14-
<PAGE> 18
(1) Includes, for Mr. Inman, directors fees of $900, $-0- and $-0- paid during
fiscal 1995, 1994 and 1993, respectively. For additional information
regarding the compensation of Messrs. Inman and Sechler, Jr. and Mrs.
Petrides, see "Compensation Committee Report" and "Executive Employment
Agreements."
(2) Reflects cash bonus awards paid during fiscal 1995, 1994 and 1993 for the
achievement of specific performance criteria (see "Compensation of
Executive Officers -- Compensation Committee Report -- Executive
Compensation Objectives and Policies"). In addition, for Mr. Inman, the
1994 bonus amount includes a portion of a restricted stock award (3,750
shares) which vested on the grant date. The dollar value of this award,
based on the number of shares of restricted stock multiplied by the
closing price of the Company's Common Stock on October 1, 1993, the grant
date, was $73,125.
In addition, for Mr. Sechler, Jr. and Ms. Petrides, reflects for 1995 a
portion of a restricted stock award (1,875 shares) which vested on the
grant date. The dollar value of each of these awards, based on the number
of shares of restricted stock multiplied by the closing price of the
Company's Common Stock on June 1, 1994, the grant date, was $42,188.
(3) The dollar amount shown equals the number of shares of restricted stock
awarded multiplied by the closing price of the Company's Common Stock on
March 31, 1995.
After giving effect to the portion of the restricted stock award referred
to in footnote (2) above which vested on the grant date (3,750 shares),
Mr. Inman held 11,250 shares of restricted stock on March 31, 1994, which
had a value of $261,563 based on the closing price of the Company's Common
Stock on March 31, 1994 of $23.25. The total restricted stock award
(15,000 shares) vests over a three year period, with one-fourth of the
shares vesting on the grant date and an additional one-fourth vesting on
each of the first, second and third anniversaries of the grant date.
Dividends are paid on all shares of restricted stock at the same rate as
on unrestricted shares.
After giving effect to the portion of the restricted stock award referred
to in footnote (2) above which vested on the grant date (1,875 shares),
Mr. Sechler, Jr. and Mrs. Petrides each held 5,625 shares of restricted
stock on March 31, 1995, which had a value of $129,375 based on the
closing price of the Company's Common Stock on March 31, 1995 of $23.00.
The total restricted stock award for each of Mr. Sechler, Jr. and Mrs.
Petrides (7,500 shares) vests over a three year period, with one-fourth of
the shares vesting on the grant date and an additional one-fourth vesting
on each of the first, second and third anniversaries of the grant date.
Dividends are paid on all shares of restricted stock at the same rate as
on unrestricted shares.
(4) Mrs. Petrides' 1987 employment agreement provided for the grant of options
in the amount of 2,000 shares per year for five years if she remained in
the employ of Tucker Federal. Pursuant to that arrangement, Mrs. Petrides
is entitled to be granted an option to purchase 10,000 shares of Common
Stock, but the actual grant of the option has not been made and the data
in the table does not reflect such option for 10,000 shares.
(5) All Other Compensation paid during fiscal 1995 includes the following:
(i) contributions to the Section 401(k) profit sharing plan by Tucker
Federal: Mr. Inman - $4,928; Mr. Sechler, Jr. - $4,605; and Mrs. Petrides
- $4,746; and (ii) contributions to the ESOP by Tucker Federal: Mr. Inman
- $15,329; Mr. Sechler, Jr. - $16,435; and Mrs. Petrides - $16,029.
All Other Compensation paid during fiscal 1994 includes the following:
(i) contributions to the Section 401(k) profit sharing plan by Tucker
Federal: Mr. Inman - $2,887; Mr. Sechler, Jr. - $2,490; and Mrs. Petrides
- $2,250; and (ii) contributions to the ESOP by Tucker Federal: Mr. Inman
- $20,015; Mr. Sechler, Jr. - $17,012; and Mrs. Petrides - $14,784.
All Other Compensation paid during fiscal 1993 includes the following:
(i) contributions to the Section 401(k) profit sharing plan by Tucker
Federal: Mr. Inman - $0; Mr. Sechler, Jr. - $2,438; and Mrs. Petrides -
$2,011; and (ii) contributions to the ESOP by Tucker Federal: Mr. Inman -
$0; Mr. Sechler, Jr. - $2,792; and Mrs. Petrides - $2,910.
-15-
<PAGE> 19
OPTIONS. The following table sets forth information regarding the
number and terms of stock options granted to the named executive officers
during the fiscal year ended March 31, 1995. In addition, in accordance with
the rules and regulations of the Commission, set forth is the present value of
each option granted, calculated using the Black-Scholes option pricing model.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
- ------------------------------------------------------------------------------------------------------
% of Total
Number of Options
Securities Underlying Granted to Exercise or
Options Employees in Base Price Grant Date
Name Granted (1) Fiscal Year(1) ($/Sh) Expiration Date Present Value ($)(2)
- ---- ------------------- -------------- ---------- --------------- --------------------
<S> <C> <C> <C> <C> <C>
Richard B. Inman, Jr. - - - - -
Conrad J. (Jere) Sechler, Jr. 5,000 6.54% $22.50 06/01/04 $48,400
Betty Petrides 5,000 6.54% $22.50 06/01/04 $48,400
- --------------
</TABLE>
(1) Options granted pursuant to the Stock Option Plan represent 6.54% of total
options granted to employees of the Company during fiscal 1995. The
options vest in increments, with 33% of the shares covered thereby becoming
exercisable on the date of grant, an additional 33% of the option shares
becoming exercisable on each successive anniversary date, and full vesting
occurring on the third anniversary date. Pursuant to the terms of the
Stock Option Plan, the Stock Option Plan Committee retains discretion,
subject to plan limits, to modify the terms of outstanding options and to
reprice options. The options were granted for a period of ten years,
subject to earlier termination upon the occurrence of certain events
related to termination of employment or "change in control" of the Company
or Tucker Federal. The exercise price may be paid in cash, by delivery of
already owned shares or by a combination thereof, subject to certain
conditions.
(2) The "Grant Date Present Value" is calculated using the Black-Scholes
Warrant Valuation Call Option Model, assuming a constant dividend yield.
This model assumes no dilution effects and includes the following
assumptions for the option to purchase 5,000 shares granted to each of Mr.
Sechler, Jr. and Mrs. Petrides: stock price as of the grant date - $22.50;
expected monthly volatility - 1.667%; annual risk free rate of return
(drawn from the bid yield on the ten year Treasury note on the grant date)
- 7.40%; annual dividend yield - 3.50%; and period to exercise - ten years.
-16-
<PAGE> 20
The following table sets forth option exercises by the named executive
officers during the fiscal year ended March 31, 1995, including the aggregate
value of gains on the date of exercise. The table also sets forth (i) the
number of shares covered by options (both exercisable and unexercisable) as of
March 31, 1995 and (ii) the respective value for "in-the-money" options, which
represents the positive spread between the exercise price of existing options
and the fair market value of the Company's Common Stock at March 31, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options at
Year End(#) Fiscal Year End($)(1)
Shares Acquired Value --------------------------- --------------------------
Name on Exercise(#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard B. Inman, Jr. 11,000 $182,875 8,167 4,000 $ 23,335 -
Conrad J. (Jere) Sechler, Jr. 5,550 89,375 15,833 1,917 180,416 $ 834
Betty Petrides - - 19,833 1,667 269,791 834
</TABLE>
- -----------
(1) Exercisable and unexercisable options granted pursuant to the DSOP on
February 10, 1994 and held by Mr. Sechler, Jr. were not "in-the-money" at March
31, 1995.
-17-
<PAGE> 21
PERFORMANCE GRAPH
The Commission requires that the Company provide a line graph
presentation that compares the Company's cumulative five year return on an
indexed basis with an overall stock market index and either a published
industry index or an index of peer companies selected by the Company. The
performance graph set forth below compares the Company's cumulative total
shareholder return on Common Stock with the cumulative total return of
companies on the Standard and Poors 500 Index and on the Standard and Poors
Savings and Loan Holding Companies Index. The graph assumes that the value of
the investment in the Company's Common Stock in each index was $100 on March
31, 1990 and also assumes dividend reinvestment. The shareholder return
reflected below for the five year historical period may not be indicative of
future performance.
COMPARISION OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG EAGLE BANCSHARES, INC., THE S & P 500 INDEX
AND THE S & P SAVINGS & LOANS COMPANIES INDEX
[GRAPH]
* $100 INVESTED ON 03/31/90 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVEDENDS.
FISCAL YEAR ENDING MARCH 31.
<TABLE>
<CAPTION>
3/31/90 3/31/91 3/31/92 3/31/93 3/31/94 3/31/95
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Eagle Bancshares, Inc. $100 $ 96 $119 $270 $371 $378
S&P 500 Index $100 $114 $127 $146 $149 $172
S&P Savings and Loan
Holding Co's Index $100 $112 $120 $143 $127 $141
</TABLE>
-18-
<PAGE> 22
EXECUTIVE EMPLOYMENT AGREEMENTS
The compensation of Richard B. Inman, Jr., President and Chief
Executive Officer of Tucker Federal, for the period from October 1, 1993
through March 31, 1995 is based on an employment agreement between Mr. Inman
and Tucker Federal entered into on October 1, 1993, which was approved by the
Compensation Committee. The agreement provides for a three year term of
employment at a base salary of not less than $120,000 per year and any
increases in base salary are not subject to reduction. Mr. Inman's base salary
has not been increased since 1993. The employment agreement provides for an
annual performance-based cash bonus which is based upon the performance of the
Company in meeting or exceeding earnings per share target levels. If
performance of the Company reaches the threshold level, short-term incentive
compensation will be awarded pursuant to a formula. The formula provides an
award of from 15% of base salary at the threshold performance level to 100% of
base salary at the maximum performance level. No bonus will be paid under the
agreement, as amended, regardless of the Company's net income, if certain
nonperforming and delinquent loans and foreclosed properties as defined under
the agreement exceed 3% of total assets of Tucker Federal as of the end of the
applicable fiscal year. The agreement further stipulates that Mr. Inman will
continue to receive his base salary for the greater of (i) the remaining term
of the agreement or (ii) one (1) year following termination without cause and
Mr. Inman will receive any unpaid pro rated bonus earned. The agreement also
provides for long-term incentive compensation through the grant of stock
options pursuant to the Stock Option Plan and through the award of restricted
stock. Pursuant to the agreement, Mr. Inman was granted on October 1, 1993 an
incentive stock option pursuant to the Stock Option Plan to purchase 10,000
shares of Common Stock at $19.50 per share. The option vests in increments of
one-third over a three year period and expires ten years from the date of
grant. Mr. Inman also was granted a restricted stock award for 15,000 shares
of Common Stock on October 1, 1993. One-fourth of the restricted stock award
vested on the date of grant and the balance vests in increments of one-fourth
over a three-year period. The initial three year term of the agreement is
extended automatically for an additional three-year term unless Tucker Federal
or Mr. Inman gives contrary written notice no less than thirty days prior to
the date on which the agreement would otherwise be extended.
To ensure the continuity of the management team of Tucker Federal and
its wholly-owned subsidiary, Eagle Service Corporation, Tucker Federal entered
into an employment agreement with Betty Petrides, Executive Vice President of
Tucker Federal, and Eagle Service Corporation entered into an employment
agreement with Conrad J. Sechler, Jr., President of Eagle Service Corporation.
Both agreements were entered into on June 1, 1994 and provide for the
employment of the respective individuals for a period of three years at a base
salary of $93,750 annually and certain other benefits. Each agreement provides
for an annual performance-based cash bonus which is based upon the performance
of the Company in meeting or exceeding earnings per share target levels. If
performance of the Company reaches the threshold level, short-term incentive
compensation will be awarded pursuant to a formula. The formula provides an
award of from 15% of base salary at the threshold performance level to 100% of
base salary at the maximum performance level. No bonus will be paid under
either agreement, regardless of the Company's net income, if nonperforming
assets, as defined under the agreements, exceed 3% of total assets of Tucker
Federal as of the end of the applicable fiscal year. Each agreement provides
that the employee will continue to receive salary and benefits, including a
portion of the bonus earned, for the remaining term of the agreement, or one
year, whichever is greater, following termination without cause. Pursuant to
each agreement, on June 1, 1994, the Stock Option Plan Committee affirmed the
grant of incentive stock options to each of Mrs. Petrides and Mr. Sechler, Jr.
to purchase 5,000 shares of Common Stock of the Company each at $22.50 per
share. The options vest in one-third increments over a three-year period and
expire ten years from the date of grant. Pursuant to each agreement, Mrs.
Petrides and Mr. Sechler, Jr. each were granted a restricted stock award for
7,500 shares of Common Stock on June 1, 1994. One-fourth of the restricted
stock award vested on the date of grant and the balance vests in increments of
one-fourth over a three-year period. In addition, Mrs. Petrides is entitled to
be granted options for 2,000 shares of Common Stock for each 12 months employed
from October 1987 for a period of five years. Under that arrangement, Mrs.
Petrides is entitled to be granted an option for a total of 10,000 shares of
Common Stock, but the actual grant has not been made. The exercise price is to
be determined at the time of the option grant.
-19-
<PAGE> 23
Additionally, the employment agreements of each of Mr. Inman, Mrs.
Petrides and Mr. Sechler, Jr. provide that in the event there is a "Change of
Control" (as hereafter defined) of the ownership of Tucker Federal, with regard
to Mr. Inman and Mrs. Petrides, or Eagle Service Corporation, with regard to
Mr. Sechler, Jr., such executives may at any time immediately resign upon
notice to the Company. For purposes of this paragraph, the "Company" will
refer to Tucker Federal, with regard to Mr. Inman and Mrs. Petrides, or to
Eagle Service Corporation, with regard to Mr. Sechler, Jr. Upon a Change of
Control of the Company, each executive will receive their base salary through
the date of termination. Additionally, any restrictions on awards of vested
restricted stock will expire. Any vested incentive stock options must be
exercised within 90 days of termination and any vested nonqualified stock
options must be exercised within 30 days following termination. If, however, a
Change of Control occurs, and the executive's employment is terminated within
one year of such Change of Control without cause, the executive will receive a
100% of his base salary commencing immediately after termination and payable
over a period of 12 months or the remaining term of the Agreement, whichever
period is greater. The executive also will receive any earned but unpaid base
salary and annual incentive compensation payments prorated for the remainder of
full calendar months ended upon the date of termination. Any restricted stock
awards or stock options granted to the executive prior to termination pursuant
to a long-term incentive compensation plan will become fully vested upon a
Change of Control. All other benefits granted under the employment agreements
will be continued in accordance with such terms for 12 calendar months from the
effective date of termination pursuant to a Change of Control. Note, however,
that any payment in connection with a Change of Control shall be limited so
that such payment will not constitute a "golden parachute payment" pursuant to
Section 280G of the Internal Revenue Code of 1986, as amended. A "Change of
Control" shall be deemed to have occurred if (i) a tender offer shall be made
and consummated resulting in a change in the ownership of 25% or more of the
outstanding voting securities of the Company, (ii) the Company shall be merged
or consolidated with another corporation and as a result of such merger or
consolidation less than 75% of the outstanding voting securities of the
surviving or resulting corporation shall be owned in the aggregate by the
former shareholders of the Company, other than affiliates (within the meaning
of the Securities Exchange Act of 1934) of any party to such merger or
consolidation, and the same shall have existed immediately prior to such merger
or consolidation, (iii) the Company shall sell substantially all of its assets
to another corporation which is not a wholly owned subsidiary, or (iv) a
person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, shall acquire 25% or more of the
outstanding voting securities of the Company (whether directly, indirectly,
beneficially or of record).
CERTAIN TRANSACTIONS
Prior to the enactment of the Financial Institutions Reform, Recovery,
and Enforcement Act of 1989 ("FIRREA"), effective August 9, 1989, Tucker
Federal had a policy of making consumer loans and loans for the financing and
improvement of personal residences to its officers, Directors and employees at
preferred rates. All such loans were approved by the Board of Directors.
These loans were made in the ordinary course of business and on substantially
the same terms and collateral, except for interest rates, as those of
comparable transactions prevailing at the time, and did not involve more than
the normal risk of collectibility or present other unfavorable features.
Tucker Federal's policy was to extend residential mortgage loans to such
persons at rates equivalent to 1/4% (rounded upward to the nearest 1/8 of 1%)
above Tucker Federal's cost of funds, adjusted each six months. Consumer loans
were granted to such persons at rates equivalent to 2% above Tucker Federal's
cost of funds. Upon leaving the employment of Tucker Federal, loans for such
persons reverted to the prevailing note rate for a fixed or adjustable rate
loan.
As a result of the enactment of FIRREA, Tucker Federal was required to
change its policy concerning extension of loans to Directors and executive
officers. Pursuant to FIRREA, Tucker Federal may not extend loans at preferred
interest rates to Directors or to executive officers. However, the interest
rates in effect on loans made before the enactment of FIRREA generally will
continue in effect. FIRREA allows employees who are not Directors or executive
officers to receive loans at an interest rate that is one percent below the
prevailing interest rate for comparable transactions (for example, 9% instead
of 10%). Such loans are subject to the rules of the Office of Thrift
Supervision ("OTS") and may be reviewed by the OTS during its examinations of
Tucker Federal.
-20-
<PAGE> 24
Set forth below is certain information relating to loans made to
executive officers, Directors and Director nominees of the Company and Tucker
Federal, and their affiliates (including immediate family members), during the
fiscal year ended March 31, 1995, and whose aggregate loan balances exceeded
$60,000 at any time during the preceding fiscal year. Loans to affiliates of
the executive officers, Directors and Director nominees are not listed below,
as all such loans were made in the ordinary course of business, on
substantially the same terms, including interest rates and collateral, as those
prevailing for comparable transactions with other persons, and did not involve
more than the normal risk of collectibility or present other unfavorable
features.
<TABLE>
<CAPTION>
DATE ORIGINAL RATE BALANCE
LOAN LOAN LOAN NOTE AT AT
NAME TYPE MADE AMOUNT RATE 3-31-95 3-31-95
- ---- ---- ---- ------ ---- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Conrad J. Sechler, Sr. Mortgage 1/85 $170,000 11.375% 4.75% $146,117
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 and regulations
of the Commission thereunder require the Company's executive officers and
directors and persons who own more than ten percent of the Company's Common
Stock, as well as certain affiliates of such persons, to file initial reports
of ownership and reports in changes in ownership with the Commission and the
National Association of Securities Dealers, Inc. Executive officers, directors
and persons owning more than ten percent of the Company's Common Stock are
required by Commission regulation to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on its review of the copies of
such forms received by it and written representations that no other reports
were required for those persons, the Company believes that, during the fiscal
year ended March 31, 1995, its executive officers, directors, and owners of
more than ten percent of the Company's Common Stock complied with all such
applicable filing requirements.
PROPOSAL 2 - APPROVAL OF EAGLE BANCSHARES, INC.
1995 EMPLOYEES STOCK INCENTIVE PLAN
GENERAL
Effective as of May 5, 1995, the Board of Directors of the Company
adopted the Eagle Bancshares, Inc. 1995 Employees Stock Incentive Plan (the
"ESIP") in the form attached hereto as Exhibit A, subject to shareholder
approval.
The ESIP is intended to further the growth and development of the
Company by encouraging certain employees of the Company (or any parent or
subsidiary corporations, including Tucker Federal) to obtain a proprietary
interest in the Company through the grant or purchase of the Company's Common
Stock. The Company believes that the ESIP will aid in attracting and retaining
such individuals and in stimulating the efforts of such individuals in
promoting the growth, efficiency and profitability of the Company. If the ESIP
is approved by the shareholders, the ESIP will become effective as of May 5,
1995, which is the date of its adoption by the Board of Directors. However, it
is not anticipated that stock options or restricted shares will be granted to
any of the employees of the Company or its subsidiaries during 1995. See
"Anticipated ESIP Stock Rights Which Will Be Granted" below.
-21-
<PAGE> 25
The following summary of the principal features and effects of the
ESIP does not purport to be complete and is subject to, and qualified in its
entirety by reference to, the text of the ESIP which is set forth in the
attached Exhibit A.
TYPES OF AWARDS
Incentive stock options ("ISOs"), nonqualified stock options
("NQSOs"), reload options and restricted stock awards may be granted under the
ESIP (collectively, "ESIP Stock Rights").
ADMINISTRATION
The ESIP will be administered by a committee consisting of three or
more individuals appointed by the Board of Directors of the Company from among
its members (the "ESIP Committee"). The members of the ESIP Committee cannot
participate in the ESIP, must be "disinterested persons" within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and must be "outside directors" within the meaning of Section 162(m)(4)(C)(i)
of the Internal Revenue Code of 1986, as amended (the "Code"). The Board from
time to time may remove members from, or add members to, the ESIP Committee,
and shall fill all vacancies on the ESIP Committee.
The ESIP Committee will have authority (i) to determine the
individuals to whom ESIP Stock Rights will be granted from among those
individuals who are eligible, as well as the terms of ESIP Stock Rights and the
number of shares of Common Stock in connection with such ESIP Stock Rights,
(ii) to determine whether an option will constitute an ISO intended to qualify
under Section 422 of the Code or a NQSO not intended to qualify under Section
422 and (iii) to interpret the provisions of, and prescribe, amend and rescind
any rules and regulations relating to, the ESIP.
ELIGIBILITY AND GRANTS OF ESIP STOCK RIGHTS
Under the terms of the ESIP, all employees of the Company (and any
parent or subsidiary corporations), including such employees who are also
members of the Board (or of the board of directors of a parent or subsidiary
corporation) are eligible for consideration for the granting of ESIP Stock
Rights by the ESIP Committee. As of May 5, 1995, there were approximately 325
employees of the Company and its subsidiaries, all of whom are eligible to
participate in the ESIP, and it is anticipated that no employees would receive
a grant of ESIP Stock Rights initially. See "Anticipated ESIP Stock Rights
Which Will Be Granted" below.
SHARES AVAILABLE
The stock subject to the ESIP Stock Rights and other provisions of the
ESIP is the authorized but unissued or reacquired shares of Common Stock of the
Company. Subject to adjustment in accordance with the terms of the ESIP, up to
100,000 shares of Common Stock, in the aggregate, may be granted or purchased
under the ESIP, and the unexercised portion of shares of Common Stock allocable
to expired or terminated options or shares of restricted stock returned to the
Company by forfeiture may again become subject to ESIP Stock Rights under the
ESIP.
TERMS OF OPTIONS
OPTION PRICE. The purchase price of the Common Stock underlying each
option granted under the ESIP will be the fair market value of the Common Stock
on the date the option is granted, unless otherwise determined by the ESIP
Committee. However, the option price for ISOs may not be less than 100% (110%
for options granted to an optionee who owns more than 10% of the total combined
voting power of all classes of stock of either the Company or any parent or
subsidiary corporation of the Company) of the fair market value of the Common
Stock on the date the ISO is granted, and the option price for NQSOs may not be
less than 75% of the fair market value of the Common Stock on the date the NQSO
is granted.
VESTING. Options granted under the ESIP will become exercisable
(i.e., vested) in accordance with a schedule established by the ESIP Committee
at the time the options are granted; provided, if the optionee ceases to be an
employee of the Company, the optionee's rights with regard to all non-vested
options cease immediately.
-22-
<PAGE> 26
In the event the ESIP Committee does not establish a vesting schedule at the
time options are granted, each such option will become exercisable with respect
to all shares of Company Common Stock subject to the option as of the date of
grant of the option. Notwithstanding the vesting schedule established by the
ESIP Committee, all non-vested options previously granted to an optionee
immediately vest upon the optionee becoming "Disabled" (as defined in the
ESIP), or upon his death or upon a "Change of Control" of the Company (as
defined in the ESIP). See "Change of Control" below.
TERM AND EXERCISE OF OPTIONS. Each option granted under the ESIP may
be exercised on such dates, during such periods and for such number of shares
as determined by the ESIP Committee and as specified in each option agreement.
The term of any option will be determined by the ESIP Committee, but the term
may not exceed 10 years from the date of grant (or 5 years in the case of ISOs
granted to optionees who own more than 10% of the total combined voting power
of all classes of stock of either the Company or any parent or subsidiary
corporation). No option may be granted under the ESIP after 10 years from the
earlier of the date the ESIP is approved by the shareholders or is adopted by
the Board. An option granted under the ESIP may be exercised for less than the
full number of shares of Common Stock subject to such option, provided that no
option may be exercised for less than (i) 100 shares or (ii) the total
remaining shares subject to the option, if less than 100 shares. Upon exercise
of an option, an option holder must pay for the Common Stock subject to the
exercise. Payment may be made in cash, in shares of Common Stock (including
the retention by the Company of optioned shares of Common Stock with a fair
market value equal to the exercise price), in options on shares of Common
Stock, or by a combination of the foregoing.
TRANSFERS. The ESIP does not permit an optionee to sell, assign or
otherwise transfer options except by bequest or inheritance at the death of the
optionee, and any purported transfer is null and void. Options are exercisable
during the optionee's life only by the optionee (unless the optionee is
incapacitated and unable to exercise options). Upon the death of the optionee,
options will be exercisable by the optionee's beneficiary.
TERMINATION OF EMPLOYMENT. Vested options must be exercised within
the earlier of: (i) three months after an employee optionee ceases to be in the
employ of the Company or any parent or subsidiary for any reason other than
death or disability; (ii) the expiration date of the option; (iii) one year
after termination of employment with the Company or a parent or subsidiary
because of disability unless the optionee dies within this one year period; or
(iv) one year after the death of an optionee who dies (a) while in the employ
of the Company or a parent or subsidiary, (b) within three months after
termination of employment with the Company or a parent or subsidiary, or (c)
within one year after employment with the Company or a parent or subsidiary
terminated due to disability. However, the ESIP Committee may provide
different exercise expiration periods with respect to NQSOs granted under the
ESIP.
TERMS OF RESTRICTED STOCK
VESTING. Restricted stock granted under the ESIP shall be subject to
such restrictions as the ESIP Committee shall determine and shall be subject to
forfeiture by the recipient until the earlier of (i) the time such restrictions
lapse or are satisfied, or (ii) the time such shares are forfeited.
Notwithstanding the foregoing, all outstanding shares of restricted stock vest
immediately upon the recipient's death or disability, or upon a Change of
Control of the Company. See "Change of Control" below.
TRANSFERS. The ESIP does not permit a recipient to sell, assign or
otherwise transfer restricted stock prior to the time all restrictions have
lapsed or are satisfied. The ESIP Committee, in its sole discretion, may elect
to waive any restrictions with respect to a recipient's restricted stock award
in the event of death, disability, retirement or other circumstances determined
by the ESIP Committee. See "Termination of Employment" below.
TERMINATION OF EMPLOYMENT. Generally, the termination of the
recipient's employment with the Company or a parent or subsidiary for any
reason (other than a "Change of Control") will result in forfeiture of any
restricted stock for which the restrictions have not lapsed, although the ESIP
Committee may provide otherwise. See "Change of Control" below.
-23-
<PAGE> 27
AMENDMENT AND TERMINATION
The Board of Directors of the Company may amend or terminate the ESIP
at any time, provided that (i) no amendment may be effected without the consent
of the option holders or restricted stock recipients if such amendment would
affect in any way the rights of such option holders or restricted stock
recipients under the ESIP, and (ii) no amendment may be effected without the
prior approval of the shareholders of the Company if (A) the amendment would
cause the applicable portions of the ESIP to fail to qualify as an "incentive
stock option plan" pursuant to Section 422 of the Code, (B) the amendment would
materially increase the benefits accruing to participants under the ESIP, (C)
the amendment would materially increase the number of securities which may be
issued under the ESIP, (D) the amendment would materially modify the
requirements as to eligibility for participation in the ESIP, or (E) the
amendment would modify the material terms of the ESIP within the meaning of
regulations under Section 162(m) of the Code.
The ESIP will terminate on the later of (i) the complete exercise or
lapse of the last outstanding ESIP Stock Right granted under the ESIP or (ii)
the last date upon which options may be granted under the ESIP (which may not
be later than 10 years after the date on which the ESIP is adopted), subject to
its earlier termination by the Board at any time.
CHANGE OF CONTROL
For purposes of the ESIP, the term "change of control" is defined to
mean any one of the following events:
(i) The acquisition by a Person (including "affiliates" and
"associates" of such Person, but excluding the Company, any "parent" or
"subsidiary" of the Company, or any employee benefit plan of the Company or of
any "parent" or "subsidiary" of the Company) of a sufficient number of shares
of the Common Stock, or securities convertible into the Common Stock, and
whether through direct acquisition of shares or by merger, consolidation, share
exchange, reclassification of securities or recapitalization of or involving
the Company or any "parent" or "subsidiary" of the Company, to constitute the
Person the actual or beneficial owner of 10% or more of the Common Stock, but
only if such acquisition occurs without approval or ratification by a majority
of the members of the Board prior to such acquisition;
(ii) A change of control of the Company or of any bank or thrift
subsidiary of the Company, as otherwise defined or determined by the Office of
Thrift Supervision (or successor agency) or regulations promulgated by it;
(iii) Any transaction requiring shareholder approval for the
acquisition of the Company by any Person other than the Company or a
"subsidiary" of the Company through purchase of assets, merger or otherwise;
(iv) The filing of an application with any regulatory authority
having jurisdiction over the ownership of the Company in connection with any
transaction by a Person to acquire 10% or more of the combined voting power of
the Company's then outstanding securities;
(v) Any sale, lease, transfer, exchange, mortgage, pledge or other
disposition, in one transaction or a series of transactions, of all or
substantially all of the assets of the Company or of any "subsidiary" of the
Company to a Person described in subsection (a) above, but only if such
transaction occurs without approval or ratification by a majority of the
members of the Board; or
(vi) During any fiscal year of the Company, individuals who at the
beginning of such year constitute the Board cease for any reason to constitute
at least a majority thereof, unless the election of each director who was not a
director at the beginning of such period has been approved in advance by a
majority of the directors in office at the beginning of the fiscal year.
RELOAD OPTIONS
All options granted under the ESIP may be accompanied by a reload
option, determined by the ESIP Committee in its sole discretion. A reload
option is an option that is granted to an optionee who pays for exercise
-24-
<PAGE> 28
of all or part of an option with shares of Common Stock or with an option on
shares of Common Stock and is for the same number of shares as is exchanged in
payment for the exercise of the option. The reload option is granted as of the
date of the payment made in shares of Common Stock and is subject to all of the
same terms and conditions as the original option that was exercised, except
that the exercise price for each share of Common Stock subject to the reload
option shall be the fair market value of such a share on the date the reload
option is granted and the term of any reload option shall not extend beyond the
original term of the option with respect to which such reload option was
granted. An optionee who pays for the exercise of a reload option with shares
of Common Stock is entitled to a successive reload option. For purposes of
granting reload options, the retention of optioned shares by the Company shall
be treated as a payment for exercise with shares of Common Stock.
ADJUSTMENTS
In the event of changes in the number of outstanding shares of the
Common Stock by reason of a recapitalization, reclassification, stock split,
combination of shares or dividend payable in shares of Common Stock, an
appropriate and equitable adjustment will be made by the ESIP Committee to the
number and kind of shares subject to options granted under the ESIP, and to the
number and kind of shares remaining available for the granting of ESIP Stock
Rights.
Additionally, in the event that the Company is involved in a
reorganization involving a merger, consolidation, acquisition of the stock or
acquisition of the assets of the Company that does not constitute a Change of
Control, the ESIP Committee, in its discretion, may declare that (i)
outstanding options apply to the securities of the resulting corporation; (ii)
outstanding ESIP Stock Rights are nonforfeitable and fully exercisable or
vested; and/or (iii) outstanding ESIP Stock Rights are nonforfeitable and fully
exercisable or vested and are to be terminated after giving at least 30 days
notice to all optionees and/or restricted stock recipients. If the Company is
dissolved, all of the rights of all optionees and restricted stock recipients
will become immediately nonforfeitable and exercisable through the date of
dissolution.
FEDERAL INCOME TAX CONSEQUENCES
The Company intends that part of the ESIP qualify as an incentive
stock option plan and that any option granted in accordance with such portion
of the ESIP qualify as an ISO, all within the meaning of Section 422 of the
Code. The tax effects of any other stock option granted under the ESIP should
be determined under Section 83 of the Code. The following is a brief
description of the consequences under the Code of the receipt or exercise of
ESIP Stock Rights.
ISO'S. An option holder has no tax consequences upon issuance or,
generally, upon exercise of an ISO. An option holder will recognize income
when he sells or exchanges the shares acquired upon exercise of an ISO. This
income will be taxed at the applicable capital gains rate if the sale or
exchange occurs after the expiration of the requisite holding periods.
Generally, the requisite holding periods expire two years after the date of
grant of the ISO and one year after the date of acquisition of the Common Stock
pursuant to the exercise of the ISO.
If an option holder disposes of the Common Stock acquired pursuant to
exercise of an ISO before the expiration of the requisite holding periods, the
option holder will recognize compensation income in an amount equal to the
difference between the option price and the lesser of (i) the fair market value
of the shares on the date of exercise and (ii) the price at which the shares
are sold. This amount will be taxed at ordinary income rates. If the sale
price of the shares is greater than the fair market value on the date of
exercise, the difference will be recognized as gain by the option holder and
taxed at the applicable capital gains rate. If the sale price of the shares is
less than the option price, the option holder will recognize a capital loss
equal to the excess of the option price over the sale price.
-25-
<PAGE> 29
For these purposes, the use of shares acquired upon exercise of an ISO
to pay the option price of another option (whether or not it is an ISO) will be
considered a disposition of the shares. If this disposition occurs before the
expiration of the requisite holding periods, the option holder will have the
same tax consequences as are described in the immediately preceding paragraph.
If the option holder transfers any such shares after holding them for the
requisite holding periods or transfers shares acquired pursuant to exercise of
a NQSO or on the open market, he generally will not recognize any income upon
the exercise. Whether or not the transferred shares were acquired pursuant to
an ISO and regardless of how long the option holder has held such shares, the
basis of the new shares received pursuant to the exercise will be computed in
two steps. In the first step, a number of new shares equal to the number of
older shares tendered (in payment of the option's exercise) is considered
exchanged under Section 1036 of the Code and the rulings thereunder; these new
shares receive the same holding period and the same basis that the option
holder had in the old tendered shares, if any, plus the amount included in
income from the deemed sale of the old shares and the amount of cash or other
nonstock consideration paid for the new shares, if any. In the second step,
the number of new shares received by the option holder in excess of the old
tendered shares receives a basis of zero, and the option holder's holding
period with respect to such shares commences upon exercise.
An option holder may have tax consequences upon exercise of an ISO if
the aggregate fair market value of shares of the Common Stock subject to ISOs
which first become exercisable by an option holder in any one calendar year
exceeds $100,000. If this occurs, the excess shares will be treated as though
they are subject to a NQSO instead of an ISO. Upon exercise of an option with
respect to these shares, the option holder will have the tax consequences
described below with respect to the exercise of NQSO's.
Finally, except to the extent that an option holder has recognized
income with respect to the exercise of an ISO (as described in the preceding
paragraphs), the amount by which the fair market value of a share of the Common
Stock at the time of exercise of the ISO exceeds the option price will be
included in determining an option holder's alternative minimum taxable income
and may cause the option holder to incur an alternative minimum tax liability
in the year of exercise.
There will be no tax consequences to the Company upon the issuance or,
generally, upon the exercise of an ISO. However, to the extent that an option
holder recognizes ordinary income upon exercise, as described above, the
Company will have a deduction in the same amount.
NQSO'S. Neither the Company nor the option holder has income tax
consequences from the issuance of NQSO's. Generally, in the tax year when an
option holder exercises NQSO's, the option holder recognizes ordinary income in
the amount by which the fair market value of the shares at the time of exercise
exceeds the option price for such shares. The Company will have a deduction in
the same amount as the ordinary income recognized by the option holder in the
Company's tax year in which or with which the option holder's tax year (of
exercise) ends.
If an option holder exercises a NQSO by paying the option price with
previously acquired shares of Common Stock, the option holder will recognize
income (relative to the new shares he is receiving) in two steps. In the first
step, a number of new shares equivalent to the number of older shares tendered
(in payment of the NQSO exercised) is considered to have been exchanged in
accordance with Section 1036 of the Code and the rulings thereunder, and no
gain or loss is recognized. In the second step, with respect to the number of
new shares acquired in excess of the number of old shares tendered, the option
holder will recognize income on those new shares equal to their fair market
value less any nonstock consideration tendered.
The new shares equal to the number of the older shares tendered will
receive the same basis the option holder had in the older shares, and the
option holder's holding period with respect to the tendered older shares will
apply to those new shares. The excess new shares received will have a basis
equal to the amount of income recognized by the option holder by exercise,
increased by any nonstock consideration tendered. Their holding period will
commence upon the exercise of the option.
RESTRICTED STOCK. A holder of restricted stock will recognize income
upon its receipt, but generally only to the extent that it is not subject to a
substantial risk of forfeiture. If the restricted stock is subject to
restrictions
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<PAGE> 30
that lapse in increments over a period of time, so that the holder becomes
vested in a portion of the shares as the restrictions lapse, the holder will
recognize income in any tax year only with respect to the shares that become
nonforfeitable during that year. The income recognized will be equal to the
fair market value of those shares, determined as of the time that the
restrictions on those shares lapse. That income generally will be taxable at
ordinary income tax rates. The Company generally will be entitled to a
deduction in an amount equal to the amount of ordinary income recognized by the
holder of the restricted stock.
A holder of restricted stock may elect instead to recognize ordinary
income for the taxable year in which he receives an award of restricted stock
in an amount equal to the fair market value of all shares of restricted stock
awarded to him (even if the shares are subject to forfeiture). That income
will be taxable at ordinary income tax rates. At the time of disposition of
the shares, a holder who has made such an election will recognize gain in an
amount equal to the difference between the sales price and the fair market
value of the shares at the time of the award. Such gain will be taxable at the
applicable capital gains rate. Any such election must be made within 30 days
after the transfer of the restricted stock to the holder. The Company will be
entitled to a deduction in an amount equal to the amount of ordinary income
recognized by the holder at the time of his election.
LIMITATION ON COMPANY DEDUCTIONS. No federal income tax deduction is
allowed for compensation paid to a "covered employee" in any taxable year of
the Company beginning on or after January 1, 1994, to the extent that such
compensation exceeds $1,000,000. For this purpose, "covered employees" are
generally the chief executive officer of the Company and the four highest
compensated officers of the Company whose annual salary and bonus exceeds
$100,000, and the term "compensation" generally includes amounts includable in
gross income as a result of the exercise of stock options or stock appreciation
rights, or the receipt of restricted stock. This deduction limitation does not
apply to compensation that is (1) commission based compensation, (2)
performance based compensation, (3) compensation which would not be includable
in an employee's gross income, and (4) compensation payable under a written
binding contract in existence on February 17, 1993, and not materially modified
thereafter.
Proposed regulations indicate that compensation attributable to a
stock option will generally satisfy the limitation exception for performance
based compensation if the grant or award is made by a "compensation committee"
(a committee composed of "outside" directors), the plan under which the option
or right is granted states the maximum number of shares with respect to which
options or rights may be granted during a specified period to any employee,
and, under the terms of the option or right, the amount of compensation the
employee could receive is based solely on an increase in the value of the stock
after the date of the grant or award. Stock options granted under the ESIP may
possibly satisfy these requirements, depending upon the specific terms,
provisions, restrictions and limitations of such options or rights.
ERISA. The ESIP is not, and is not intended to be, an employee
benefit plan or qualified retirement plan. The ESIP is not, therefore, subject
to the Employee Retirement Income Security Act of 1974, as amended, or Section
401(a) of the Code.
EFFECTIVE DATE OF ESIP
If the ESIP is approved by shareholders, the ESIP will become
effective as of May 5, 1995, which is the date it was approved by the Board of
Directors of the Company.
ANTICIPATED ESIP STOCK RIGHTS WHICH WILL BE GRANTED
The table set forth below shows the grants of ESIP Stock Rights that
are expected to be made by the ESIP Committee as of the date the ESIP is
approved by the shareholders:
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<PAGE> 31
<TABLE>
<CAPTION>
Name of Individual Position Anticipated ESIP Stock Rights
Which Will Be Granted
================================================================================================================
<S> <C> <C>
Richard B. Inman, Jr. President and Chief Executive 0
Officer of Tucker Federal
Conrad J. (Jere) Sechler, Jr. President of Eagle Service 0
Corporation
Betty Petrides Executive Vice President and 0
Secretary of Tucker Federal
All current executive officers as a group 0
(5 persons) -----------------
All current directors who are not 0
executive officers as a group (3 persons) -----------------
All non-executive officer employees as a 0
group (320 persons) -----------------
</TABLE>
It is not currently anticipated that any individuals would be granted ESIP
Stock Rights by the ESIP Committee in 1995.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" THE PROPOSAL TO ADOPT THE 1995 EMPLOYEE STOCK INCENTIVE PLAN.
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen LLP, independent
public accountants, as independent accountants for the Company for the fiscal
year ending March 31, 1996, which appointment the shareholders are requested to
ratify. The appointment will be reconsidered by the directors if not ratified
by shareholders.
Representatives of Arthur Andersen LLP are expected to be present at
the Annual Meeting, will have an opportunity to make a statement if they desire
to do so and will be available to respond to shareholders' questions.
KPMG Peat Marwick LLP was engaged as independent accountants to the
Company for the fiscal year ended March 31, 1994. On June 28, 1994, the Board
of Directors changed the Company's independent accountants for the fiscal year
ended March 31, 1995 from KPMG Peat Marwick LLP to Arthur Andersen LLP, which
appointment was ratified by the shareholders of the Company.
The accountants report on the financial statements of the Company for
the fiscal year ended March 31, 1994 did not contain an adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles. The accountants report was modified, in
fiscal year 1994, due to the adoption of Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes" on April 1, 1993, and
the adoption of SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" at March 31, 1994. For the fiscal year ended March 31, 1994
and the subsequent interim period preceding such change of independent
accountants, there were no disagreements with KPMG Peat Marwick LLP on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure. During the fiscal year ended March 31, 1994 and
the subsequent interim period preceding such change of independent accountants,
there were no "reportable events" as that term is defined in the regulations of
the Commission.
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<PAGE> 32
In addition, the Company did not during its two most recent fiscal
years prior to engaging Arthur Andersen LLP consult with Arthur Andersen LLP
regarding the application of accounting principles to a specific transaction or
the type of audit opinion that might be rendered on the financial statements of
the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 1996.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Proposals of shareholders of the Company intended to be presented at
the 1996 Annual Meeting of Shareholders must be received by the Company at its
principal executive offices on or before February 23, 1996 to be eligible for
inclusion in the Company's Proxy Statement and form of Proxy relating to the
1996 Annual Meeting of Shareholders.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors knows of no other matters other than those
described herein which may properly come before the Annual Meeting. However,
if any other matters should properly come before the Annual Meeting, it is the
intention of the persons designated as proxies to vote on such matters in
accordance with their judgment.
UPON THE WRITTEN REQUEST OF ANY PERSON WHOSE PROXY IS SOLICITED BY
THIS PROXY STATEMENT, THE COMPANY WILL FURNISH TO SUCH PERSON WITHOUT CHARGE
(OTHER THAN FOR EXHIBITS) A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR ITS FISCAL YEAR ENDED MARCH 31, 1995, INCLUDING FINANCIAL STATEMENTS AND
SCHEDULES THERETO, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
REQUESTS SHOULD BE DIRECTED TO EAGLE BANCSHARES, INC., 4305 LYNBURN DRIVE,
TUCKER, GEORGIA 30084-0086, ATTENTION: CHARLES J. ALFORD, JR., SECRETARY. SUCH
ANNUAL REPORT IS NOT TO BE TREATED AS PART OF THE PROXY SOLICITATION MATERIALS
OR AS HAVING BEEN INCORPORATED HEREIN BY REFERENCE.
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<PAGE> 33
APPENDIX A
EAGLE BANCSHARES, INC.
REVOCABLE PROXY COMMON STOCK
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 1995 ANNUAL MEETING
OF SHAREHOLDERS
The undersigned hereby appoints Betty Petrides and Zelma B. Martin, and each
of them, proxies, with full power of substitution, to act for and in the name
of the undersigned to vote all shares of Common Stock of Eagle Bancshares, Inc.
(the "Company") which the undersigned is entitled to vote at the 1995 Annual
Meeting of Shareholders of the Company, to be held at the Reid Cofer Public
Library, 4316 Church Street, Tucker, Georgia, on Thursday, July 20, 1995, at
9:30 a.m., local time, and at any and all adjournments thereof, as indicated
below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE BELOW-LISTED
PROPOSALS
<TABLE>
<S> <C> <C>
1) Elect as directors the two nominees listed below to serve for a term of three years or until their successors have been duly
elected and qualified:
[ ] FOR BOTH NOMINEES listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary below). for both nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list
below.
Weldon A. Nash, Jr. and Conrad J. (Jere) Sechler, Jr.
2) Adopt the 1995 Employee Stock Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3) Ratify the appointment of Arthur Andersen LLP as independent public accountants for the Company for the fiscal year ending
March 31, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the Annual Meeting and any and all
adjournments thereof.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
(Continued and to be signed and dated on the reverse side.)
(Continued from the other side.)
PROXY - SOLICITED BY THE BOARD OF DIRECTORS
This proxy card will be voted as directed. IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY CARD WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3 LISTED ON THE REVERSE
SIDE OF THIS PROXY CARD. If any other business is presented at the Annual
Meeting, this proxy card will be voted by the proxies in their best judgment. At
the present time, the Board of Directors knows of no other business to be
presented at the Annual Meeting.
The undersigned may elect to withdraw this proxy card at any time prior to its
use by giving written notice to the Corporate Secretary, or by executing and
delivering to the Corporate Secretary a duly executed proxy card bearing a later
date, or by appearing at the Annual Meeting and voting in person.
_________________________________
Signature
_________________________________
Signature, if shares held jointly
Date: ___________________________
Please mark, date and sign exactly as your name appears on this proxy card. When
shares are held jointly, both holders should sign. When signing as attorney,
executor, administrator, trustee, guardian or custodian, please give your full
title. If the holder is a corporation or a partnership, the full corporate or
partnership name should be signed by a duly authorized officer.
Do you plan to attend the Annual Meeting? [ ] YES [ ] NO
