BUTTON GWINNETT FINANCIAL CORPORATION
2230 Scenic Highway
Snellville, Georgia 30278
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 21, 1997
To The Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Button
Gwinnett Financial Corporation (the "Company") will be held on Monday,
April 21, 1997 at 7:30 a.m. at the offices of The Bank of Gwinnett County,
150 South Perry Street, Lawrenceville, Georgia for the following purposes:
(1) To elect Directors of the Company to serve until their successors
are duly elected and qualified;
(2) To ratify the selection of Mauldin & Jenkins, LLC as Independent
Public Accountants for the fiscal year ending December 31, 1997;
and
(3) To consider such other business as may properly come before the
Annual Meeting or any adjournments thereof.
The Board of Directors has set April 1, 1997 as the record date for
the Annual Meeting. Only Shareholders of record at the close of business on
the record date will be entitled to notice of and to vote at the Annual
Meeting. You are cordially invited to attend the Annual Meeting. ANY
SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON IS
REQUESTED TO EXECUTE AND RETURN THE ACCOMPANYING FORM OF PROXY PROMPTLY, SO
THAT YOUR SHARES OF COMMON STOCK MAY BE REPRESENTED AT THE ANNUAL MEETING.
By Order of the Board of Directors,
Glenn S. White
President of the Company and
Member of the Board of Directors
April 2, 1997
BUTTON GWINNETT FINANCIAL CORPORATION
2230 Scenic Highway
Snellville, Georgia 30278
PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held April 21, 1997
SOLICITATION OF PROXIES
This Proxy Statement is furnished to Shareholders of Button Gwinnett
Financial Corporation (the "Company"), a Georgia corporation, in connection
with the solicitation of proxies by the Board of Directors of the Company, to
be held April 21, 1997 and any adjournments thereof, for the purposes set
forth in the accompanying Notice.
The Company will bear the cost of solicitation of proxies. If deemed
necessary, the Company may also use its officers and regular employees,
without additional compensation, to solicit proxies personally or by
telephone.
Unless otherwise indicated by the context, the term "Company" shall
refer to Button Gwinnett Financial Corporation and its wholly-owned subsidiary,
The Bank of Gwinnett County ("TBGC" or "The Bank").
VOTING RIGHTS
The Board of Directors has set April 1, 1997 as the record date for the
Annual Meeting. Only Shareholders of record at the close of business on the
record date will be entitled to notice of and to vote at the Annual Meeting.
At the close of business on the record date there were 1,360,864 shares of
common stock of the Company outstanding with each shareholder entitled to one
vote in person or by proxy for each share of common stock on all matters to
properly come before the Annual Meeting.
Proxies in the accompanying form, duly executed and returned and not
revoked, will be voted at the Annual Meeting in accordance with directions of
the Shareholders. Any proxy may be revoked at any time by notifying the
Company in writing or in person at the Annual Meeting, but such revocation
will not affect any matter previously voted upon. The Company is mailing
this Proxy Statement to its Shareholders on or about April 2, 1997.
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of common stock of the Company is necessary to
constitute a quorum at the Annual Meeting. All matters to be voted on at the
Annual Meeting require the affirmative vote of a plurality of the shares of
the common stock of the Company present or represented by proxy.
ELECTION OF DIRECTORS
The Board of Directors has nominated 15 persons for election as
Directors of the Company at the Annual Meeting to serve one-year terms which
will expire in 1998. All the nominees are present Directors of the Company.
Each nominee has agreed to his or her nomination and to serve as a Director
if elected. If for any reason any nominee should become unable or unwilling
to accept nomination or election, the persons voting the proxies will vote for
the election of another nominee designated by the Board of Directors.
Certain information regarding the persons nominated for election as
Directors as of December 31, 1996 is set forth below:
POSITION WITH DIRECTOR OF THE
NAME THE COMPANY COMPANY SINCE
David R. Bowen Director 1993
Robert A. Bradshaw Director 1993
James F. Brannan, Jr. Director 1993
James R. Brown Director 1993
W. Emmett Clower Director 1993
Jean A. Coppage Director 1993
Edwin F. Forrest Director 1993
David G. Hanna Director 1993
J. Richard Norton, Sr. Director 1993
Andrew R. Pourchier Vice Pres./Sec
Treas./Director 1993
John D. Stephens Chairman of the
Board/Director 1993
Judy A. Waters Director 1993
Warren O. Wheeler Director 1993
Glenn S. White President/
Director 1993
Bobby W. Williams Director 1993
The following is a brief description of the business experience of the
Directors and Executive Officers of the Company:
David R. Bowen - Date of Birth: 07/01/39
Mr. Bowen has been President of RMT Development Company since June 1990.
He has been in the business of homebuilding and land development, principally
in the Atlanta area since 1966. He has been a director of the Company since
1993 and a director of The Bank since 1987.
Robert A. Bradshaw - Date of Birth: 08/30/38
Mr. Bradshaw is a partner in the firm Bradshaw, Pope & Franklin, CPA, which
is engaged in the practice of accounting in the metropolitan Atlanta, Georgia
area. Mr. Bradshaw has practiced accounting since 1968. Mr. Bradshaw
received a bachelor of business administration degree from Georgia State
University in 1962. He has been a director of the Company and of The Bank
since 1993.
James F. Brannan, Jr. - Date of Birth: 02/17/39
Mr. Brannan has been a director of the Company since 1993 and a director of
The Bank since August of 1991. He is the owner of Lawrenceville Auto Parts,
which has been in the business of automobile parts sales in Lawrenceville,
Georgia for 39 years. He was formerly a director of Trust Company Bank of
Gwinnett County.
James R. Brown - Date of Birth: 08/30/27
Mr. Brown, now retired, was President of Jim Brown Wholesale Lumber, which
has engaged in the sale of lumber and building supplies in Lawrenceville,
Georgia since 1980. From 1951 to 1994, Mr. Brown was President of Brown
Lumber Company, which was engaged in lumber and building supplies sales in
Lawrenceville, Georgia. He has been a director of the Company and of The
Bank since 1993.
W. Emmett Clower - Date of Birth: 10/13/42
Mr. Clower has operated Emmett Clower Studio in Snellville, Georgia since
1972. Mr. Clower is active in several business and community service
organizations in the metropolitan Atlanta, Georgia area, including serving
as Mayor in the City of Snellville, Georgia since 1973. He has been a
director of the Company and of The Bank since 1993.
Jean A. Coppage - Date of Birth: 10/6/45
Mrs. Coppage has been a director of the Company since 1993 and of The Bank
since 1987. She received her bachelor of business administration degree from
the University of Houston and is a former teacher with the Houston, Texas
public school system. She has been an active civic leader in the community
for a number of years working closely with the Gwinnett Housing Authority,
Gwinnett Council for the Arts, Gwinnett Chamber of Commerce, Chattahoochee
Junior Service League, and the High Museum of Arts, Birthright, Inc. and the
DeKalb Medical Auxiliary.
Edwin F. Forrest - Date of Birth: 02/25/44
Mr. Forrest is President of Central Drywall, Inc. in Alpharetta, Georgia which
has engaged in wallboard installation since 1980. He has been a director of
the Company and of The Bank since 1993.
David G. Hanna - Date of Birth: 04/18/64
Mr. Hanna has been a director of the Company since 1993 and a director of The
Bank since November of 1991. He is President of HBR Capital, an investment
company which specializes in consumer financial services. Prior to forming
HBR in 1992, Mr. Hanna was employed by Nationwide Credit, Inc. as President
of the Government Services Division. He had previous banking experience at
C & S National Bank as a lending officer for small- to medium-sized businesses.
J. Richard Norton, Sr. - Date of Birth: 06/04/32
Mr. Norton is President of Norton Southeast, Inc., a company which is involved
in the sale of portable storage buildings. Prior to forming this company in
1994, Mr. Norton had been President of Norton Auto Parts, Inc. in Snellville,
Georgia since 1965, and Secretary of Tony's Auto Parts in Loganville, Georgia
since 1987. Both of these entities are engaged in the retail sale of
automobile replacement parts. Mr. Norton received a bachelor's degree in
business administration from the University of Georgia in 1954. He has been
a director of the Company and The Bank since 1993.
Andrew R. Pourchier - Date of Birth: 03/21/51
Mr. Pourchier is Executive Vice President and Secretary of The Bank of Gwinnett
County and Vice President/Secretary/Treasurer of the Company. He has been a
director of the Company and The Bank since 1993. Mr. Pourchier has been in
the banking business in Gwinnett County for over twenty years. He attended
Morehead State University in Kentucky.
John D. Stephens - Date of Birth: 04/24/40
Mr. Stephens has been the Chairman of the Board of Directors of the Company
and the Bank since 1993. In addition, Mr. Stephens is Chief Executive Officer
and Owner of John D. Stephens, Inc. in Stone Mountain, Georgia which has
engaged in pipeline construction since 1966. Mr. Stephens received an
associates of science and mechanical technology degree from Southern Technical
Institute in 1960.
Judy Waters - Date of Birth: 11/8/46
Mrs. Waters has been a director of the Company since 1993 and a director of
the Bank since November of 1991. She currently serves on the Gwinnett County
Board of Commissioners and the Gwinnett County Soil Conservation Board. She
is very active in the Snellville community.
Warren O. Wheeler - Date of Birth: 07/19/41
Mr. Wheeler has been a partner in the law firm of Schreeder, Wheeler & Flint
in Atlanta, Georgia since 1974. Mr. Wheeler received a bachelor of electrical
engineering degree from Georgia Institute of Technology in 1963 and a juris
doctor degree from Emory University in 1969. Mr. Wheeler has been a director
of the Company and the Bank since 1993.
Glenn S. White - Date of Birth: 04/29/51
Mr. White has been a director of the Company since 1993 and a director and
President of the Company and the Bank since 1987. He has over twenty years
of banking experience in which he has held the following positions: President
of First National Bank of Gwinnett, Senior Vice President of First National
Bank of Atlanta and President and founding director of The Bank of Gwinnett
County. Mr. White has been involved in numerous civic and community
organizations which have included Chairman of the Gwinnett Chamber of
Commerce, Gwinnett Council for the Arts, South Gwinnett Rotary Club, and
Gwinnett Homebuilders Association. He is presently a board member of the
Gwinnett Chamber of Commerce, Gwinnett Foundation, the Council for Quality
Growth and the Board of Regents of the University System of Georgia.
Bobby W. Williams - Date of Birth: 11/28/36
Mr. Williams is owner and President of Perimeter Investment Corp. which is
engaged in real estate building and development (including shopping centers
and residential subdivisions) primarily in Gwinnett County, Georgia since
1971. Mr. Williams has been a director of the Company and the Bank since 1993.
There are no family relationships between any of the Directors or
Executive Officers of the Company or The Bank, except for Messrs. Brown and
Stephens who are cousins.
The Board of Directors recommends a vote FOR the election of the persons
nominated as Directors.
Meetings of the Board of Directors
The Board of Directors of Button Gwinnett Financial Corporation had
7 meetings during the 1996 fiscal year. During 1996 each incumbent Director
attended at least 75% of the total number of Board meetings held.
The Board of Directors of the Company does not have a standing Audit
Committee, Compensation Committee or Nominating Committee. The Board of
Directors of TBGC, however, has an Audit Committee, a Compensation Committee,
an Asset and Liability Committee, and a Loan Committee.
Compliance with Section 16(a) of the
Securities Exchange Act of 1934
Section 16 of the Securities Exchange Act of 1934 requires the
Company's officers, directors and greater than 10% shareholders ("Reporting
Persons") to file certain reports ("Section 16 Reports") with respect to
beneficial ownership of the Company's equity securities. Based on its review
of the Section 16 Reports furnished to the Company by its Reporting Persons
and, where applicable, any written representation by any Reporting Person that
no Form 5 was required, all Section 16 filing requirements applicable to the
Company's Reporting Persons during and with respect to 1996 have been complied
with on a timely basis.
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table presents the total compensation paid to each
executive officer of the Company during fiscal 1996, 1995 and 1994 whose
salary and bonus exceeded $100,000 during fiscal 1996.
Summary Compensation Table
Annual Compensation
Other
Salary Bonus Annual
Name and Position Year ($) ($) Compensation
Glenn S. White 1996 142,500 75,000 *
President and
Chief Executive 1995 135,000 45,000 *
Officer
1994 125,000 40,000 *
Andrew R. Pourchier 1996 105,000 60,300 *
Vice President and
Chief Financial Officer 1995 100,000 40,000 *
1994 85,000 35,000 *
All Other Compensation
Company
Name and 401-K Insurance Directors
Position Year Comp. Benefit Fees
Glenn S. White 1996 2,281 369 4,200
President and
Chief Executive 1995 2,160 349 4,200
Officer
1994 3,696 113 4,200
Andrew R. Pourchier 1996 3,800 179 4,200
Executive Vice
President 1995 3,696 171 3,850
1994 2,380 56 4,200
_____________
*Information with respect to certain prerequisites and other personal
benefits has been omitted because the aggregate value of such items does
not meet the minimum required amount for disclosure under SEC regulations.
Director Compensation
During 1996, the same individuals who served as directors of the
Company also served as directors of The Bank. While such individuals are
not compensated for their services as Directors of the Company, they were
paid $350 per Bank Board meeting attended. Directors who are also officers
of the Company or the Bank receive fees for attending Board meetings.
Fiscal Year-End Option Values
The following table presents information regarding the value of the
named Executives' options held at December 31, 1996.
Number of Value* of
Securities Unexercised
Underlying In-The Money
Options at Options at
Shares Fiscal Year Fiscal Year
Acquired Value End (#) End ($)
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
Glenn S. -0- -0- 95,904/11,924 940,407/92,542
White
Andrew R. -0- -0- 37,885/8,400 431,639/64,050
Pourchier
_____________
*Calculated by subtracting the exercise price from the market price of the
common stock at fiscal year-end (estimated to be $21.00 per share) and
multiplying the resulting figure by the number of shares subject to
in-the-money options.
Employment Agreement
As of September 9, 1994, the Company and The Bank entered into
employment agreements with Glenn S. White and Andrew R. Pourchier with regard
to their continued service as President and Chief Executive Officer of The Bank
and Executive Vice President of The Bank, respectively. Each agreement is for
a twelve-month term and automatically extends for an additional twelve-month
period on each anniversary of the agreement until the anniversary on which
the Executive is 65. Neither agreement will be extended, however, if either
party gives written notice to that effect at least 60 days prior to the next
anniversary of the agreement. During the term of each agreement, the Bank
has agreed to provide the applicable Executive with (a) an initial annual
salary set by the Board of Directors of The Bank or a committee designated
by the Board, plus reasonable increases due to increases in the cost of
living and performance of the Executive, which may be increased annually at
The Bank's discretion to reflect the Executive's performance and to maintain
a compensation level comparable to that of a similarly situated executive in
the financial services industry; (b) a bonus awarded by The Bank in its sole
discretion; (c) reimbursement of initiation fees and dues associated with
club memberships - Mr. White only, (d) the use of an automobile and
reimbursement of reasonable expenses relating to its operation and
maintenance; (e) participation in employee benefit programs maintained for
employees generally and those limited to senior executives; and (f) a
Deferred Compensation Plan providing certain death and retirement benefits.
In the event The Bank were to terminate either Executive's employment at any
time, whether for cause or without cause, The Bank would give the Executive
30 days' prior written notice with severance pay equal to at least 30 days'
salary, to be based upon the Executive's average monthly compensation (which
is includable in his gross income) for the preceding 12-month period.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The table below sets forth, as of March 28, 1997 information
regarding the common stock of the Company owned (a) by each person who
beneficially owns more than 5% of the common stock, (b) by each of the
Company's Directors and (c) by all Directors and Executive Officers as a
group:
Number of
Shares
Number Percent Subject Percent
Name of Beneficial of of to Warrants of
Owner Shares (1) Class and Options Class (2)
David R. Bowen 59,095 4.3% 0 4.0%
4795 W. Price Road
Buford, GA 30518
Robert A. Bradshaw 10,700 * 0 *
105 Merchants Drive
Norcross, GA 30093
James F. Brannan, Jr. 46,925 (3) 3.4% 0 3.1%
251 Hanarry Drive
Lawrenceville, GA 30245
James R. Brown 30,000 2.2% 0 2.0%
357 Brown Ridge Lane
Lawrenceville, GA 30243
<PAGE>
Number of
Shares
Number Percent Subject Percent
Name of Beneficial of of to Warrants of
Owner Shares (1) Class and Options Class (2)
W. Emmett Clower 5,274 * 0 *
2389 Scenic Highway
Snellville, GA 30278
Jean A. Coppage 19,329 (4) 1.4% 0 1.3%
3904 Ashford Lake Court
Atlanta, GA 30318
Edwin F. Forrest 1,250 (5) * 0 *
2360 Bethelview Road
Cumming, GA 30130
David G. Hanna 38,310 2.8% 0 2.6%
1810 Marlboro Drive
Atlanta, GA 30350
J. Richard Norton, Sr. 5,700 (6) * 0 *
1926 Oak Road
Snellville, GA 30278
Andrew R. Pourchier 2,730 (7) * 37,885 (8) 2.7%
688 Ford Avenue
Lawrenceville, GA 30245
John D. Stephens 498,267 36.6% 0 33.3%
1899 Parker Court
Stone Mountain, GA 30087
Judy A. Waters 0 * 0 *
4251 Antelope Lane
Lithonia, GA 30058
Warren O. Wheeler 24,045 (9) 1.8% 0 1.6%
127 Peachtree St., N.E.
Atlanta, GA 30303-1845
Glenn S. White 4,353 (10) * 95,904 (11) 6.7%
1101 Summer Ridge Lane
Lawrenceville, GA 30244
Bobby W. Williams 1,000 * 0 *
1122 Rockbridge Road
Stone Mountain, GA 30087
All Directors and
Executive Officers as
a group (15 persons) 746,978 54.2% 133,789 58.2%
* Less than 1%
(1) Except as otherwise indicated, the persons named in the above
table have sole voting and investment power with respect to all
shares of common stock shown as beneficially owned by them.
Information as to beneficial ownership of common stock has been
furnished by the respective persons listed in the table.
(2) Based upon 1,360,864 shares outstanding as of March 28, 1997, as
adjusted for options exercisable within sixty (60) days thereof,
which are held by the indicated Directors.
(3) Includes (a) 46,425 shares held directly by Mr. Brannan, and (b)
500 shares held by Lawrenceville Auto Parts, Inc. as to which Mr.
Brannan exercises voting and investment powers.
(4) Includes (a) 1,915 shares held by Mrs. Coppage as custodian for
her son, as to which Mrs. Coppage disclaims beneficial ownership
and (b) 17,414 shares held by Dekalb Anesthesia Associates Pension
Plan for W. Mark Coppage (deceased), as to which Mrs. Coppage
disclaims beneficial ownership.
(5) Includes 1,250 shares held by Central Drywall, Inc. Profit Sharing
Plan, as to which Mr. Forrest exercises voting power.
(6) Includes (a) 5,100 shares owned directly by Mr. Norton and (b) 600
shares held by Mr. Norton's daughter, as to which Mr. Norton
disclaims beneficial ownership.
(7) Includes (a) 1,250 shares owned directly by Mr. Pourchier and (b)
1,480 shares held by Mr. Pourchier as custodian for his sons, as
to which Mr. Pourchier disclaims beneficial ownership.
(8) Includes 37,885 shares subject to presently exercisable options
granted pursuant to the Company's Stock Option Plan.
(9) Includes (a) 23,929 shares held by Mr. Wheeler as to which he has
sole voting and investment power and (b) 116 shares held by SHOW
Associates, a general partnership, of which Mr. Wheeler owns 1/6
of the shares and has shared voting and investment power of the
1,000 total shares owned by SHOW Associates.
(10) Includes (a) 3,353 shares owned directly by Mr. White and
(b) 1,000 shares held by Mr. White as custodian for his son, as
to which Mr. White disclaims beneficial ownership
(11) Includes 95,904 shares subject to presently exercisable options
granted pursuant to the Company's Stock Option Plan.
CERTAIN TRANSACTIONS
The Company anticipates that its Directors and Executive Officers,
and the other organizations with which they are associated, will have banking
transactions in the ordinary course of business with TBGC. Loans to such
Directors and Executive Officers were made in the ordinary course of business,
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons, and did not involve more than the normal risk of collectability
or present other unfavorable features.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Mauldin & Jenkins, LLC has been the Company's independent public
accountants since 1993. The selection of the Company's independent public
accountants is not required to be submitted to the vote of the Shareholders,
but the Board of Directors believes the Shareholders should have the
opportunity to ratify the selection. A representative of Mauldin & Jenkins
is expected to be present at the Annual Meeting and will have the opportunity
to make a statement if he so desires and is expected to be available to respond
to appropriate questions.
The Board of Directors recommends a vote FOR ratification of the
selection of Mauldin & Jenkins as the Company's independent public accountants
for the 1997 fiscal year.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company on or before
December 31, 1997, in order to be included in the proxy material relating to
the 1998 Annual Meeting of Shareholders.
At the time of the preparation of this Proxy Statement, the Board of
Directors of the Company had not been informed of any matters which should be
presented for action at the Annual Meeting other than the proposals
specifically set forth in the accompanying Notice of Annual Meeting of
Shareholders and referred to herein. If other matters are properly presented
for action at the Annual Meeting, it is intended that the persons named in the
accompanying form of proxy will vote or refrain from voting in accordance
with their best judgment on such matters.
ANNUAL REPORT
The Company has filed its Annual Report on Form 10-KSB for the 1996
fiscal year with the Securities and Exchange Commission. Upon written request
of any Shareholder of record or beneficial owner of common stock, the Company
will furnish without charge a copy of such Annual Report on Form 10-KSB. The
request should be sent to Monica L. Grafton, Button Gwinnett Financial
Corporation, P. O. Box 1230, Lawrenceville, Georgia 30246-1230.
By Order of the Board of Directors
