<PAGE>
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:
/ / 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 Section 240.14a-11(c) or Section
240.14a-12
ALLIED BANKSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(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>
ALLIED BANKSHARES, INC.
P.O. BOX 1020
149 MAIN STREET
THOMSON, GEORGIA 30824
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 9, 1996
To the Shareholders of Allied Bankshares, Inc.:
The Annual Meeting of the shareholders of ALLIED BANKSHARES, INC. (the
"Company") will be held on Tuesday, April 9, 1996, at 1:30 p.m. at the Thomson-
McDuffie County Library, 338 Main Street, Thomson, Georgia, for the purpose of
considering and voting upon:
1. The election of eight directors to constitute the Board of
Directors of the Company to serve until the next annual meeting of
shareholders and thereafter until their successors are elected and
qualified;
2. Such other business as may properly come before the meeting or any
adjournment thereof.
Only shareholders of record at the close of business on February 9, 1996,
will be entitled to notice of and to vote at the meeting or any adjournment
thereof.
A Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed herewith. Please sign, date and return the Proxy promptly in the
enclosed business reply envelope. If you attend the meeting, you may, if you
wish, withdraw your Proxy and vote in person.
Also, enclosed is a copy of the Company's 1995 Annual Report to
Shareholders.
By Order of the Board of Directors
Ben O. Howell, Jr.
SECRETARY
March 13, 1996
IMPORTANT NOTICE
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE POSTAGE PAID
ENVELOPE WHICH HAS BEEN PROVIDED.
<PAGE>
ALLIED BANKSHARES, INC.
P.O. BOX 1020
149 MAIN STREET
THOMSON, GEORGIA 30824
ANNUAL MEETING OF SHAREHOLDERS
---------------------
PROXY STATEMENT
---------------------
The enclosed proxy is solicited on behalf of the Board of Directors of
Allied Bankshares, Inc. (the "Company") in connection with the Annual Meeting of
Shareholders of the Company to be held on Tuesday, April 9, 1996 (the "Annual
Meeting"). The enclosed proxy is for use at the Annual Meeting if a shareholder
is unable to attend the Annual Meeting in person or wishes to have his shares
voted by proxy even if he attends the Annual Meeting. The proxy may be revoked
at any time before it is exercised by the respective shareholder providing
notice to the Corporate Secretary of the Company, by submitting a proxy having a
later date, or by the shareholder appearing at the Annual Meeting and electing
to vote in person. All shares represented by valid proxies received pursuant to
this solicitation and not revoked before they are exercised will be voted in the
manner specified therein. If no specification is made, the proxies will be voted
in favor of approval of each of the proposals described below. The expense of
solicitation, which is not expected to exceed the normal expense of a proxy
solicitation for a meeting at which directors are elected, will be borne by the
Company. This Proxy Statement and the enclosed proxy are being first mailed to
the Company's shareholders on or about March 14, 1996.
The close of business on February 9, 1996 has been set as the record date
for the determination of shareholders entitled to vote at the meeting. On
February 28, 1996, the total number of outstanding shares of the Company's
Common Stock (the only voting securities of the Company) was 12,648,943, each of
which is entitled to one vote.
The Company's principal executive offices are located at 149 Main Street,
Thomson, Georgia 30824.
PROPOSAL 1. ELECTION OF DIRECTORS
The Company's by-laws provide for a Board of Directors consisting of not
fewer than five, nor more than twenty-five, persons. The Board of Directors, in
accordance with the by-laws, has fixed the number of directors for 1996 at
eight. All directors, when elected, will serve for a term extending until the
next Annual Meeting of shareholders and thereafter, if reelected, or until their
successors are elected and qualified. Each present member of the Board of
Directors has been nominated to stand for reelection at the Annual Meeting in
1996.
The presence in person or by proxy of the holders of more than one-half of
the shares outstanding and entitled to vote shall constitute a quorum. If a
quorum is present, a plurality of the shares represented at the meeting and
entitled to vote shall be necessary for the election of directors.
EFFECT OF ABSTENTIONS AND BROKER NON-VOTES.
With respect to the election of directors, abstentions and broker non-votes
will be included in determining whether a quorum is present at the meeting.
Provided a quorum is present, neither a broker non-vote nor an abstention will
have any effect on the outcome of the vote for any proposal including the
election of directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE NOMINEES
LISTED BELOW. PROXIES, UNLESS INDICATED TO THE CONTRARY, WILL BE VOTED "FOR" THE
LISTED NOMINEES.
<PAGE>
The following table sets forth the name of each nominee for director of the
Company, his age, positions held, and a brief description of his principal
occupation and business experience for the preceding five years. Except as
otherwise indicated, each nominee has been or was engaged in his present or last
principal occupation, in the same or a similar position, for more than five
years.
<TABLE>
<CAPTION>
NAME AGE BUSINESS EXPERIENCE
- ------------------------------- --- ---------------------------------------------------------------------------
<S> <C> <C>
Boone A. Knox (1)(2) 59 A director since 1984, he is Chairman of the Board of Directors and Chief
Executive Officer of the Company.
Robert E. Knox, Jr. (1)(4) 50 A director since 1984, he is a partner in the law firm of Knox & Swan,
Thomson, Georgia.
John W. Lee 57 A former director from 1984 through 1989, in 1993 he retired as President
of GIW Industries, Inc. an iron and steel foundry which produces
specialized pumps and castings.
Brooks Pennington (3) 70 A director since 1985, he is Chairman of the Board of Pennington Seed,
Inc., a national distributor of lawn seed and related seed products.
Brooks Pennington, III (3) 41 A director since 1985, he is President and General Counsel of Pennington
Seed, Inc.
James H. Rigsby, Jr. 48 A director since 1986, he has been President and Chief Operating Officer of
the Company since 1986.
Jack B. Smith 64 A director since 1994, he retired in 1995 as Chairman of the Board of
Hoover Treated Wood Products, Inc.
James E. Wilson, Jr. 73 A director since 1984, he is Vice President of Wilson Homes, Inc., a
partner in Wilson Farms, a partnership which has land investments, and an
investor in two motels.
</TABLE>
- ------------------------
(1) Boone A. Knox and Robert E. Knox, Jr. are first cousins.
(2) Boone A. Knox also serves as a director on the Board of Cousins Properties
Incorporated, a publicly held Atlanta-based real estate development company.
(3) Brooks Pennington, III is the son of Brooks Pennington.
(4) Robert E. Knox, Jr. serves as counsel for the Company and its subsidiary
banks. During 1995, Mr. Knox's law firm, Knox and Swan, was paid legal fees
totaling $31,302 for legal services performed for the Company in the normal
course of business.
EXECUTIVE OFFICERS OF THE COMPANY
Set forth below are the names, ages, titles, and descriptions of the prior
business experience of the executive officers of the Company. The executive
officers are elected by the Board of Directors for one-year terms in January of
each year and serve until their successors are elected and qualified.
BOONE A. KNOX, 59 years of age, has been Chairman of the Board of Directors
and Chief Executive Officer of the Company since its formation in 1984. He
served as President and Chief Executive Officer of the Allied Bank of Georgia
from 1975 through 1986 and is currently the Chairman of its Board of Directors.
Additionally, Mr. Knox is a director of Cousins Properties Incorporated, a
publicly held Atlanta-based real estate development company located in Atlanta,
Georgia.
JAMES H. RIGSBY, JR., 48 years of age, has been President and Chief
Operating Officer of the Company since 1986.
W. TATTNALL THOMPSON, IV, 46 years of age, is Vice President of the Company
and has been employed by the Company since 1985.
BEN O. HOWELL, JR., 42 years of age, is Secretary/Treasurer and Chief
Financial Officer of the Company and has been employed by the Company since
1985.
2
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION
Executive compensation decisions are made by the Executive Committee of the
Board of Directors. The Executive Committee believes that the actions of each
executive officer have the potential to impact the short-term and long-term
profitability of the Company. Consequently, the Committee considers its task of
designing and administrating executive compensation to be very important.
The Executive Committee approved both 1995 bonuses and executive
compensation in November 1995.
COMPENSATION POLICY
The Executive Committee's Executive Compensation Policy is designed to
provide a competitive level of compensation, reward above-average long-term
performance and assist the Company in attracting and maintaining qualified
executives. The Stock Price Performance Graph on page 5 illustrates the
Company's performance over the past five years.
BASE SALARY
Base salary represents the minimum labor cost to the Company. Factors
considered in setting base salary are the scope and authority of the position,
the responsibility given to the executive, the length of service with the
Company, individual performance and the salaries paid by other banks of similar
size and profitability for similar positions.
BONUSES
Prior to 1992, generally all officers and employees of the Company received
a portion of their annual compensation at the end of the year in the form of a
"bonus" payment. This system was changed beginning in January of 1992. Bonuses
are paid to key executives or employees at the discretion of the Executive
Committee based on the performance of the Company and for significant or
exceptional performance by the executive.
STOCK INCENTIVE PLAN
The Company does not offer any stock incentive plans to its executives.
However, each executive officer owns common stock of the Company.
PROFIT SHARING PLAN
The Company has a qualified profit sharing plan which includes all eligible
employees and officers of the Company.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Knox was paid $154,000 in base salary for 1995. Mr. Knox's compensation
as CEO was based on the excellent financial results of the Company for 1995-net
income of $9.2 million or $.73 per share-and performance ratios of the Company
for 1995-a return on average assets of 1.73% and a return on average equity of
14.68%.
Mr. Knox's compensation for 1995 was determined by Messrs. Robert E. Knox,
Jr. and James E. Wilson, Jr., outside directors. The committee recommended that
Mr. Knox be paid a $40,000 cash bonus for 1995.
The Executive Committee believes that the salaries of the Company's
executive officers are reasonable and provide for the interests and needs of the
Company to operate its business at a reasonable cost, provide the necessary
incentive for the executive officers to achieve superior performance and
maximize the value of the Company's stock for the shareholders.
3
<PAGE>
The following table sets forth the annual and other compensation paid by the
Company to Boone A. Knox, Chairman of the Board and Chief Executive Officer of
the Company, and James H. Rigsby, Jr., President and Chief Operating Officer of
the Company (the "Named Officers"), the only Company officers whose total
compensation for 1995 exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<S> <C> <C> <C> <C>
ANNUAL COMPENSATION
<CAPTION>
ALL
OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
<S> <C> <C> <C> <C>
Boone A. Knox 1995 $ 154,000 $ 40,000 $ 33,529(1)
CHAIRMAN OF THE BOARD AND 1994 154,000 -- 29,536
CHIEF EXECUTIVE OFFICER 1993 154,000 -- 23,376
James H. Rigsby, Jr. 1995 $ 94,000 $ 25,000 $ 7,520(2)
PRESIDENT AND 1994 94,000 25,000 5,640
CHIEF OPERATING OFFICER 1993 94,000 25,000 1,880
</TABLE>
- ------------------------
(1) Other compensation received by Mr. Knox during 1995 included a company
contribution to a defined-contribution plan of $12,000, company paid
split-dollar life insurance benefit of $20,296 consisting of a P.S. 58 term
insurance cost of $5,604 and an estimated current benefit of $14,692 and a
$250,000 term-life insurance policy with an estimated current benefit of
$1,233.
(2) Other compensation received by Mr. Rigsby during 1995 included a company
contribution to a defined-contribution plan of $7,520.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
Mr. Knox and Mr. Rigsby were not involved in determining their own levels of
compensation and were not present at the Executive Committee meeting while their
performance or bonus was considered or discussed. There are no committee
interlocks between the Board and the compensation committee of any other entity.
Boone A. Knox
Robert E. Knox, Jr.
James H. Rigsby, Jr.
James E. Wilson, Jr.
4
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The graph below compares the five year cumulative total return to the
shareholders of Allied Bankshares, Inc. to the Center for Research in Securities
Prices (CRSP) Total Return Index for The NASDAQ Stock Market Index (U.S.
Companies) and the CRSP Total Return Index for NASDAQ Bank Stocks assuming a
quarterly reinvestment of dividends beginning December 31, 1990 and ending
December 31, 1995.
Assumes $100 Invested on December 31, 1990 in
Allied Bankshares, Inc., Stock, the NASDAQ Stock Market
Index and the NASDAQ Bank Stocks Index.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Certain of the executive officers, directors and principal shareholders of
the Company and its subsidiaries, and affiliates of such persons, have from time
to time engaged in banking transactions with the Company's subsidiary banks and
are expected to continue such relationships in the future. All loans or other
extensions of credit made by the Company's subsidiary banks to such individuals
were made in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unaffiliated third parties and did not involve more
than the normal risk of collectibility or present other unfavorable features. As
of December 31, 1995, loans to executive officers, directors, and principal
shareholders of the Company and its subsidiaries and to affiliates of such
persons amounted to $8.3 million in the aggregate.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the numbers of shares and percentage of
outstanding shares which were beneficially owned as of February 29, 1996 by: (i)
"persons" (as that term is defined by the Securities and Exchange Commission)
who are known to the Company to be the beneficial owners of more than 5% of the
Common Stock (the Company's only class of voting securities); (ii) the present
directors of the Company; (iii) the Named Officers and other executive officers
of the Company and (iv) all directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF OWNED PERCENT OF
BENEFICIAL OWNER BENEFICIALLY* CLASS
----------------- ----------------- -----------
<S> <C> <C>
Ben O. Howell, Jr.(1)(3)............................................................ 350,552 2.77%
Boone A. Knox(2)(3)(4)(5)........................................................... 2,902,827 22.95
Robert E. Knox, Jr.(6).............................................................. 745,671 5.90
John W. Lee (7)..................................................................... 68,537 0.54
Brooks Pennington(2)(8)(9).......................................................... 789,325 6.24
Brooks Pennington, III(8)(10)(11)................................................... 303,786 2.40
James H. Rigsby, Jr.(3)(5).......................................................... 580,581 4.59
Jack B. Smith....................................................................... 4,038 .03
W. Tattnall Thompson, IV(12)........................................................ 43,984 0.35
James E. Wilson, Jr.(13)............................................................ 367,930 2.91
All Directors and Executive Officers as a group
(10 persons, eliminating duplications)............................................. 4,824,610 38.14
</TABLE>
- ------------------------
* Information relating to beneficial ownership of common stock is based upon
"beneficial ownership" concepts set forth in rules of the SEC under Section
13(d) of the Securities Exchange Act of 1934, as amended. Under such rules a
person is deemed to be a "beneficial owner" of a security if that person has
or shares "voting power," which includes the power to vote or direct the
voting of such security, or "investment power," which includes the power to
dispose or to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any security of which that person has the
right to acquire beneficial ownership within sixty (60) days. Under the
rules, more than one person may be deemed to be a beneficial owner of the
same securities, and a person may be deemed to be a beneficial owner of
securities as to which he has no beneficial interest. For instance,
beneficial ownership includes spouses, minor children and other relatives
residing in the same household, and trusts, partnerships, corporations or
deferred compensation plans which are affiliated with the principal.
(1)Includes 2,236 shares owned by Mr. Howell's wife, as to which he disclaims
beneficial ownership.
(2)Boone A. Knox has the same mailing address as the Company. Brooks
Pennington's mailing address is Pennington Seed, Inc., P. O. Box 290,
Madison, Georgia 30650.
(3)Includes 346,402 shares held by the Allied Bankshares, Inc. Profit Sharing
Plan and Trust of which Messrs. Knox, Rigsby, and Howell are trustees and
share voting and investment power.
(4)Includes 1,718,750 shares held by the Knox Family Trust, of which Mr. Knox
is the sole trustee, and 429,822 shares held by the Knox Foundation, of
which Mr. Knox and Peter S. Knox, III are co-trustees.
(5)Includes 188,980 shares held by BT Investments, an investment partnership in
which Messrs. Knox and Rigsby are general partners and share voting and
investment power.
6
<PAGE>
(6)Includes 38,715 shares owned by Mr. Knox, Jr. as custodian for his children,
2,101 shares owned by Mr. Knox's wife and 261,812 shares owned by the Estate
of Robert E. Knox, Sr. of which Mr. Knox is a co-executor. Mr. Knox's
mailing address is P.O. Box 539, Thomson, Georgia 30824.
(7)Includes 8,724 shares owned by Mr. Lee's wife, as to which he disclaims
beneficial ownership.
(8)Includes 100,299 shares owned by Pennington Seed, Inc., of which Messrs.
Pennington and Pennington, III are officers and directors and share voting
and investment power.
(9)Includes 11,213 shares owned by Mr. Pennington's wife, as to which he
disclaims beneficial ownership.
(10)Includes 53,893 shares owned by Mr. Pennington, III's wife individually and
10,952 shares owned by Mrs. Pennington, III as custodian for Mr. and Mrs.
Pennington, III's children, as to which he disclaims beneficial ownership
and 23,960 shares held by Mr. Pennington, III as custodian for Mr. and Mrs.
Pennington, III's children.
(11)Includes 14,468 shares owned by Pennington Seed, Inc. Profit Sharing Plan of
which Mr. Pennington, III is trustee and holds voting and investment power.
(12)Includes 470 shares held by Mr. Thompson's wife, as to which he disclaims
beneficial interest.
(13)Includes 92,697 shares owned by Mr. Wilson's wife, as to which he disclaims
beneficial ownership.
LATE FILINGS OF FORM 4
Directors Brooks Pennington and Brooks Pennington, III each filed a Form 4
for December 1995 one day late in January 1996, due to severe winter weather in
Washington, DC, which prevented courier deliveries on the day the report was
due.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during 1995. All of the directors
attended 75% of such meetings and the meetings of each committee of the Board on
which they served, with the exception of Director Robert E. Knox, Jr., who
missed two Board of Directors meetings.
The Board of Directors has an Executive Committee composed of Boone A. Knox,
Robert E. Knox, Jr., James H. Rigsby, Jr. and James E. Wilson, Jr. The Executive
Committee, which is empowered to conduct the business of the Company between
Board meetings, met once in 1995. The Executive Committee acts on all executive
officer compensation matters.
The Board of Directors does not have a standing nominating or compensation
committee.
The Board of Directors has a standing Audit Committee which is composed of
Robert E. Knox, Jr. and James E. Wilson, Jr. The Audit Committee has the
responsibility of reviewing the Company's financial statements, evaluating
internal accounting controls, reviewing reports of regulatory authorities and
determining that all audits and examinations required by law are performed. It
recommends to the Board the appointment of the independent auditors for the next
fiscal year, reviews and approves their audit plan and reviews with the
independent auditors the results of their audit and management's response
thereto. The Audit Committee also reviews the adequacy of the internal audit
budget and personnel, the internal audit plan and schedule, and results of
audits and loan reviews performed by the internal audit staff. The Audit
Committee is responsible for overseeing the entire audit function and appraising
the effectiveness of internal and external audit efforts. The Audit Committee
reports its findings to the Board of Directors. The Audit Committee met one time
during 1995.
7
<PAGE>
Directors who are not employees of the Company receive fees of $100 for each
Board meeting attended and $50.00 for each committee meeting attended. Directors
who are Company employees receive no compensation for their service on the Board
or its committees.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has been the independent public accountant for the
Company since 1985 and has been selected by the Company to serve as the
Company's independent public accounting firm for 1996. Representatives of Arthur
Andersen LLP are expected to be present at the Annual Meeting and will have the
opportunity to make a statement if they desire to do so and to respond to
appropriate questions.
OTHER MATTERS THAT MAY COME BEFORE
THE ANNUAL MEETING
The management of the Company knows of no matters other than those stated
above that are to be brought before the 1996 Annual Meeting. However, if any
other matter should be presented for consideration and voting at the Annual
Meeting or any adjournment thereof, it is the intention of the persons named in
the enclosed form of Proxy to vote the Proxy in accordance with their judgment
of what is in the best interest of the Company.
SHAREHOLDER PROPOSALS FOR
1997 ANNUAL MEETING
Any shareholder may present a proposal for consideration at future meetings
of the shareholders. The procedures which a shareholder must follow to submit a
proposal are fully set forth in Rule 14a-8 of the General Rules and Regulations
adopted by the Securities and Exchange Commission under the Exchange Act.
Among other requirements of the rule is a requirement that proposals for
consideration at the next annual meeting of the Company's shareholders must be
received at the Company's principal office not later than November 13, 1996.
ANNUAL REPORTS
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS
SOLICITED, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
1995. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO BEN O. HOWELL, JR., SECRETARY,
ALLIED BANKSHARES, INC., P.O. BOX 1020, THOMSON, GEORGIA 30824.
MARCH 13, 1996 ALLIED BANKSHARES, INC.
8
<PAGE>
P ALLIED BANKSHARES, INC.
P.O. Box 1020, 149 Main Street, Thomson, Georgia 30824
R THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
O The undersinged hereby appoints Boone A. Knox, Robert E. Knox, Jr. and James
E. Wilson, Jr. as Proxies, each with full power to appoint his substitute,
X and hereby authorizes them to represent and to vote as designated on the
reverse side, all the shares of common stock of Allied Bankshares, Inc. held
Y of record by the undersigned on February 9, 1996, at the Annual Meeting of
Shareholders to be held on April 9, 1996, or any adjournment thereof.
(CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
PLEASE MARK YOUR
/ X / VOTES AS IN THIS
EXAMPLE.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS
FOR all / / WITHHOLD / / Nominees: J. W. Lee B. Pennington, III 2. In their discretion FOR AGAINST ABSTAIN
nominees AUTHORITY B. A. Knox J. H. Rigsby, Jr. the Proxies are
listed to vote R. E. Knox, Jr. J. B. Smith authorized to vote / / / / / /
(except for all B. Pennington J. E. Wilson, Jr. upon such other
as marked nominees business as may
to the listed properly come before
contrary the meeting.
below)
(INSTRUCTION: To withhold authority to vote for any individual nominee write that nominee's name on the space provided below.)
</TABLE>
- -----------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made this proxy will be voted for the election of all listed
nominees and at their discretion, on any other matter that may
properly come before the meeting.
SIGNATURE(S) ___________________________________ DATE ___________________, 1996 PLEASE MARK, SIGN, DATE AND
Instructions: Please sign above exactly as your name appears hereon. When RETURN THIS PROXY CARD PROMPTLY
shares are held by joint tenants, both should sign. When signing as attorney, USING THE ENCLOSED ENVELOPE.
executor, administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
</TABLE>
