<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
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Central and Southern Holding Company
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Central and Southern Holding Company
------------------------------------------------------------------------
(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:
Notes:
<PAGE>
CENTRAL AND SOUTHERN HOLDING COMPANY
P.O. DRAWER 748
150 WEST GREENE STREET
MILLEDGEVILLE, GEORGIA 31061
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 1995
The Annual Meeting of Shareholders of Central and Southern Holding Company
(the "Company") will be held on Thursday, April 20, 1995, at 3:30 p.m. at the
Milledgeville Country Club, Sinclair Dam Road, Milledgeville, Georgia, for the
purposes of considering and voting upon the following matters, all of which are
described in the attached Proxy Statement:
1. The election of nine directors to constitute the Board of Directors to
serve until the next Annual Meeting and until their successors are elected
and qualified; and
2. Such other matters as may properly come before the meeting or any
adjournment thereof.
Only shareholders of record at the close of business on March 8, 1995 will be
entitled to notice of an 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 1994 Annual Report to Shareholders.
By Order of the Board of Directors
Robert C. Oliver
President
---------
March 22, 1995
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE MAY
BE RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY.
<PAGE>
CENTRAL AND SOUTHERN HOLDING COMPANY
P.O. DRAWER 748
150 WEST GREENE STREET
MILLEDGEVILLE, GEORGIA 31061
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of Central and Southern Holding Company (the
"Company") for use at the Annual Meeting of Shareholders of the Company to be
held on April 20, 1995, and any adjournment thereof, for the purposes set forth
in the accompanying notice of the meeting. The expenses of this solicitation,
including the cost of preparing and mailing this Proxy Statement, will be paid
by the Company. Copies of solicitation materials may be furnished to banks,
brokerage houses and other custodians, nominees and fiduciaries for forwarding
to beneficial owners of shares of the Company's common stock, par value $1.00
per share (the "Common Stock"), and normal handling charges may be paid for
such forwarding service. In addition to solicitations by mail, directors and
regular employees of the Company may solicit Proxies in person or by telephone.
It is anticipated that this Proxy Statement and the accompanying Proxy will
first be mailed to shareholders on March 22, 1995.
The record of shareholders entitled to vote at the Annual Meeting was taken
as of the close of business on March 8, 1995. On that date, the Company had
issued and outstanding 3,777,017 shares of the Common Stock, each entitled to
one vote per share.
Any Proxy given pursuant to this solicitation may be revoked by any
shareholder who attends the meeting and gives oral notice of his or her
election to vote in person, without compliance with any other formalities. In
addition, any Proxy given pursuant to this solicitation may be revoked prior to
the meeting by delivering an instrument revoking it or a duly executed Proxy
bearing a later date to the Secretary of the Company. If the Proxy is properly
completed and returned by the shareholder and is not revoked, it will be voted
at the meeting in the manner specified thereon. If the Proxy is returned but no
choice is specified thereon, it will be voted for all the persons named below
under the caption "Information about Nominees for Director."
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1994, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES, TO ANY
RECORD OR BENEFICIAL OWNER OF THE COMMON STOCK AS OF MARCH 8, 1995 WHO REQUESTS
A COPY OF SUCH REPORT. ANY REQUEST FOR THE FORM 10-K REPORT SHOULD BE IN
WRITING ADDRESSED TO:
MR. MICHAEL E. RICKETSON
CENTRAL AND SOUTHERN HOLDING COMPANY
P.O. DRAWER 748
MILLEDGEVILLE, GEORGIA 31061
IF THE PERSON REQUESTING THE REPORT WAS NOT A SHAREHOLDER OF RECORD ON MARCH
8, 1995, THE REQUEST MUST INCLUDE A REPRESENTATION THAT THE PERSON WAS A
BENEFICIAL OWNER OF THE COMMON STOCK ON THAT DATE. COPIES OF ANY EXHIBITS TO
THE FORM 10-K WILL ALSO BE FURNISHED ON REQUEST AND UPON THE PAYMENT OF THE
COMPANY'S EXPENSE IN FURNISHING THE EXHIBITS.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS
The following table sets forth as of January 1, 1995, beneficial ownership of
the Common Stock by each "person" (as that term is defined by the Securities
and Exchange Commission) known by the Company to be the beneficial owner of
more than five percent (5%) of the Company's voting securities, by each
director of the Company, and by all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF BENEFICIAL OWNER OWNED BENEFICIALLY OF CLASS
- ------------------- ------------------ --------
<S> <C> <C>
Jerry M. McRee................................... 323,025 8.55%(1)
1690 Cardinal Road
Milledgeville, GA 31061
Robert C. Oliver................................. 58,222 1.53%(2)
Albert F. Gandy.................................. 69,877 1.85%
George S. Carpenter, Jr.......................... 19,982 * (3)
Donald N. Ellis.................................. 1,100 *
John H. Ferguson................................. 88,695 2.35%(4)
Ralph A. Harrington.............................. 100,030 2.65%(5)
C. Steve McQuaig................................. 17,372 *
Gay H. Morgan.................................... 19,085 * (6)
Thomas E. Owen, Jr............................... 22,968 * (7)
All Directors and Executive Officers as a Group
(10 persons).................................... 429,256 11.24%(8)
</TABLE>
- --------
* Less than one percent (1%).
(1) Does not include 25,325 shares owned by Mr. McRee's wife, as to which
shares he disclaims beneficial ownership. Pursuant to an Order of
Prohibition From Further Participation (the "Order") issued by the Federal
Deposit Insurance Corporation ("FDIC"), dated November 8, 1993, Mr. McRee
is prohibited from voting or granting a proxy to vote the shares owned by
him (323,025 shares) for directors, until the Order is terminated by the
FDIC. The Order does not affect the 25,325 shares owned by Mr. McRee's
wife.
(2) Includes 16,282 shares owned through individual retirement accounts, and
1,077 shares held by Mr. Oliver in a custodial account for his children, as
to which shares Mr. Oliver exercises voting power. Includes currently
exercisable options to purchase 37,500 shares of the Common Stock granted
to Mr. Oliver by the Board of Directors.
(3) Includes 5,560 shares owned through an individual retirement account. Does
not include 1,687 shares owned by Mr. Carpenter's wife, as to which shares
he disclaims beneficial ownership.
(4) Includes 36,825 shares held by Dr. Ferguson as trustee for the Pension Plan
and Trust of John H. Ferguson, D.D.S., P.C., and 20,645 shares held by Dr.
Ferguson as trustee for the Profit Sharing Plan and Trust of John H.
Ferguson, D.D.S., P.C. Does not include 2,872 shares owned by Dr.
Ferguson's wife, as to which shares he disclaims beneficial ownership.
(5) Does not include 21,250 shares held by Mr. Harrington's wife, as to which
shares he disclaims beneficial ownership.
(6) Includes 7,750 shares held by Mrs. Morgan as custodian for her children.
(7) Includes 4,848 shares owned by Mr. Owen through an individual retirement
account, and 6,142 shares which Mr. Owen and his wife own jointly and over
which they share voting and investment power.
(8) Does not include 25,809 shares owned by spouses of directors, as to which
such directors disclaim beneficial ownership. Includes currently
exercisable options to purchase 42,750 shares of Common Stock that have
been granted to executive officers.
2
<PAGE>
NOMINATION AND ELECTION OF DIRECTORS
(PROPOSAL 1)
The bylaws of the Company provide that the Board of Directors shall consist
of not less than two nor more than twelve directors. The number of directors is
currently set at nine by Board resolution. The number of directors may be
increased or decreased from the foregoing range from time to time by the Board
of Directors by amendment of the bylaws, but no decrease may have the effect of
shortening the term of an incumbent director. The terms of office for directors
continue until the next annual meeting and until their successors are elected
and qualified.
Each Proxy executed and returned by a shareholder will be voted as specified
thereon by the shareholder. If no specification is made, the Proxy will be
voted for the election of the nominees named below to constitute the entire
Board of Directors. In the event that any nominee withdraws or for any reason
is not able to serve as a director, the Proxy will be voted for such other
person as may be designated by the Board of Directors as a substitute nominee,
but in no event will the Proxy be voted for more than nine nominees. Management
of the Company has no reason to believe that any nominee will not serve if
elected. All the nominees are currently directors of the Company.
Directors are elected by a plurality of the votes cast by the holders of the
shares entitled to vote in an election at a meeting at which a quorum is
present. A quorum is present when the holders of a majority of the shares
outstanding on the record date are present at a meeting in person or by proxy.
An abstention and a broker non-vote would be included in determining whether a
quorum is present at a meeting, but would not have an effect on the outcome of
a vote for directors.
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The following information as of January 1, 1995 has been furnished by the
respective nominees for director. Except as otherwise indicated, each nominee
has been or was engaged in his present or last principal employment, in the
same or a similar position, for more than five years.
<TABLE>
<CAPTION>
NAME (AGE) INFORMATION ABOUT NOMINEE
---------- -------------------------
<C> <S>
Robert C. Oliver (46)..... President, CEO and Director of The Central and
Southern Bank of Georgia ("Milledgeville"), a
wholly-owned subsidiary of the Company, since
October 1992 and President, CEO and Director of the
Company and Director of The Central and Southern
Bank of Greensboro ("Greensboro"), a wholly-owned
subsidiary of the Company, since January 1993.
Prior to September 1992, Mr. Oliver was Senior Vice
President and Regional Executive of Wachovia Bank
of Georgia.
Albert F. Gandy (61)...... Chairman of the Board of the Company since January
1993. Mr. Gandy has been a Director of
Milledgeville since 1973 and of the Company since
1980. From 1984 and until his retirement in
September 1993, Mr. Gandy served as General Manager
of the Meadows Division of William Barnet & Son,
Inc., a manufacturer of carpet yarns, and he is
currently a consultant to William Barnet & Son,
Inc.
George S. Carpenter, Jr. A Director of Milledgeville since 1976 and of the
(64)..................... Company since 1980, Mr. Carpenter is an attorney.
Donald N. Ellis (50)...... A Director of Greensboro since 1985, Chairman of
the Greensboro Board since 1992 and a Director of
the Company since 1993, Mr. Ellis is a plant
manager for Universal Rundle Corporation.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME (AGE) INFORMATION ABOUT NOMINEE
---------- -------------------------
<C> <S>
John H. Ferguson (51)..... A Director of Milledgeville since 1977 and of the
Company since 1980, Dr. Ferguson became Secretary
of the Company in 1987 and is an orthodontist.
Ralph A. Harrington (70).. A Director of Milledgeville since 1960, Chairman of
the Board of Milledgeville since January 1993 and
Director of the Company since 1980, Mr. Harrington
is President of Harrington Milling Company, Inc., a
farm supply operation.
C. Steve McQuaig (45)..... A Director of Milledgeville and the Company since
1984, Dr. McQuaig is a physician and President of
Milledgeville Ophthalmology Associates, P.C.
Gay H. Morgan (42)........ A Director of Milledgeville and the Company since
1990, Mrs. Morgan is owner of Gay Morgan Interiors.
Thomas E. Owen, Jr. (64).. A Director of Milledgeville and the Company since
1986, Mr. Owen is President and Chief Operating
Officer of Protective Laundry and Cleaners, Inc.
</TABLE>
There are no family relationships between any director, executive officer or
nominee for director of the Company or any of its subsidiaries.
EXECUTIVE COMPENSATION
The Company did not pay any remuneration to its executive officers during
the year ended December 31, 1994, other than directors' fees to the executive
officer who served on the Board of Directors of the Company. The following
table sets forth the annual and other compensation paid by the Company,
Milledgeville and Greensboro to Robert C. Oliver, President and Chief
Executive Officer of the Company, the only executive officer of the Company
who was paid $100,000 or more during 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------- ---------------
AWARDS
---------------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL OPTIONS/SARS ALL OTHER
POSITIONS DURING 1994 YEAR SALARY(1) BONUS OTHER (NO. OF SHARES) COMPENSATION
--------------------- ---- --------- ------- ----- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert C. Oliver........ 1994 $135,100 $30,000 $-- (2) -- $2,700(4)
President, Chief 1993 130,000 25,000 554(3) $50,000 --
Executive Officer and
Director of the 1992 24,000(5) -- -- -- 400
Company; President,
Chief Executive Officer
and Director of
Milledgeville; Director
of Greensboro
</TABLE>
- --------
(1) Includes amounts received as directors' fees for Milledgeville, Greensboro
and the Company. Directors' fees for the Company were suspended in 1993
and reinstated in May of 1994.
(2) Perquisites do not meet the Securities and Exchange Commission threshold
for disclosure.
(3) The "other annual compensation" for Mr. Oliver includes taxes paid by the
Company on Mr. Oliver's behalf with respect to reimbursed moving expenses,
but excludes perquisites which do not meet the Securities and Exchange
Commission threshold for disclosure.
(4) All other compensation for Mr. Oliver is equal to the amount paid by the
Company to match Mr. Oliver's contributions to the Company's profit-
sharing plan.
(5) For the period from October 21, 1992 through December 31, 1992.
4
<PAGE>
In May 1994, the Company's Board of Directors reinstated payment of
directors' fees by the Company following suspension of the fees in February
1993 until the Company's financial condition improved. Members of the Board
currently receive $500 each month for their services as directors.
The Company has never granted restricted stock, stock appreciation rights or
similar awards to any of its present or past executive officers, except the
grant of stock options under the Central and Southern Holding Company Key
Individual Stock Option Plan (the "Plan").
Option Grants. Mr. Oliver was not granted options during the 1994 fiscal
-------------
year. No stock appreciation rights were granted during 1994, and none of the
Company's compensation plans currently provides for the grant of stock
appreciation rights.
Option Fiscal Year-End Values. Shown below is information with respect to
-----------------------------
unexercised options to purchase the Company's Common Stock granted under the
Plan to Mr. Oliver and held by him at December 31, 1994.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NO. OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
HELD AT DECEMBER 31, 1994 AT DECEMBER 31, 1994(1)
--------------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- --------------- ----------- -------------
<S> <C> <C> <C> <C>
Robert C. Oliver.. 37,500 12,500 $75,000 $25,000
</TABLE>
- --------
(1) Based on the closing sale price of $6.25 of the Common Stock on The Nasdaq
National Market at December 22, 1994 (the last day during 1994 on which any
shares of the Common Stock were traded) less the aggregate exercise price
of the option.
Pension Plan. Effective April 15, 1994, the Company's defined benefit pension
------------
plan (the "Pension Plan") was amended to freeze future benefit accruals. As a
result, after such date, an employee's benefit accruals under the Pension Plan
will not increase.
The following table shows the estimated annual pension benefit payable to
participating employees, including officers, under the Company's defined
benefit pension plan (the "Pension Plan"), in the earnings and years of service
categories indicated. Such annual pension benefits are calculated based on a
straight life annuity basis commencing at age 65 and reflect an offset for
social security benefits. The benefits shown are subject to statutory
limitations that may require an employee's benefit to be reduced.
CENTRAL AND SOUTHERN HOLDING COMPANY PENSION PLAN TABLE
BENEFIT ILLUSTRATION
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------
FINAL AVERAGE 35 OR MORE
ANNUAL EARNINGS 15 YEARS 20 YEARS 25 YEARS 30 YEARS YEARS
- --------------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
$ 25,000 $ 4,365 $ 5,820 $ 7,275 $ 8,730 $10,185
$ 50,000 11,090 14,786 18,483 22,179 25,876
$ 75,000 17,892 23,856 29,820 35,784 41,748
$100,000 24,695 33,926 41,158 49,389 57,621
$125,000 31,497 41,996 52,495 62,994 73,493
$150,000 38,300 51,066 63,833 76,599 89,366
$175,000 38,300 51,066 63,833 76,599 89,366
$200,000 38,300 51,066 63,833 76,599 89,366
$225,000 38,300 51,066 63,833 76,599 89,366
$250,000 38,300 51,066 63,833 76,599 89,366
$275,000 38,300 51,066 63,833 76,599 89,366
$300,000 38,300 51,066 63,833 76,599 89,366
$325,000 38,300 51,066 63,833 76,599 89,366
</TABLE>
5
<PAGE>
Annual pension benefits are based upon the employee's years of service and
final average annual earnings, with an offset for Social Security benefits, all
determined as of April 15, 1994, and an assumed retirement date of January 1,
1995. "Annual earnings" include regular basic compensation paid to an employee
for services during a calendar year (including all pre-tax employee
contributions made to the Company's profit-sharing plan), but exclude bonuses,
overtime, commissions or any other remuneration of any kind. "Final average
annual earnings" means the average annual earnings of the employee during the
60 completed calendar months (or completed calendar months of employment, if
less than 60) immediately preceding the earliest of the employee's retirement,
termination of employment or death, whichever is applicable. Prior to 1993, Mr.
Oliver did not participate in the Pension Plan; therefore, he has less than two
years of credited service for purposes of determining benefits payable under
the Pension Plan.
Termination of Employment and Change in Control Arrangement. On August 31,
- -------------------------------------------------------------
1993, the Company and Mr. Oliver entered into an Agreement (the "Agreement")
which provides that Mr. Oliver shall be paid a lump sum cash payment equal to
his previous year's salary, subject to certain limitations, in the event of his
voluntary or involuntary termination, as defined in the Agreement, following or
immediately preceding a change in control of the Company, as defined in the
Agreement. The Agreement provides for a rolling term, such that each day the
term renews for a two-year period unless and until the Company provides notice
that the term of the Agreement shall cease to renew. At such time, the term of
the Agreement shall become two years from the date of such notice.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors of the Company set the compensation of Mr. Oliver for
the 1994 fiscal year. The compensation for Mr. Oliver and the Company's other
executive officer for the 1994 fiscal year was set by Mr. Oliver and reviewed
by the compensation committee and the entire Board. Mr. Oliver did not
participate in any decisions regarding his own compensation as an executive
officer.
George S. Carpenter, Jr., a director of the Company, is an attorney in
Milledgeville, Georgia who, from time to time handles various legal matters for
Milledgeville.
JOINT REPORT ON EXECUTIVE COMPENSATION
GENERAL
The objective of the Company's compensation program is to support the
attainment of increased shareholder value, by seeking to ensure that the total
compensation package for executive officers of the Company, Milledgeville and
Greensboro, including the president and chief executive officer, is linked to
business and strategic goals and is consistent with other financial
institutions in the region that are similar in size and performance. The
Company's executive compensation programs are designed to attract, motivate and
retain qualified executives whose performance is critical to the long-term
success of the Company. To this end, the Company provides a compensation
program for executive and key officers consisting of three elements: a base
salary, a discretionary annual bonus program, and grants of stock options.
SALARIES
In 1994, all Board members reviewed the salaries of executive officers,
including Mr. Oliver's salary. Mr. Oliver did not participate in any
deliberations regarding his own salary. Mr. Oliver's salary has been increased
to $127,500 for 1995. The salary of other executive officer of the Company is
set by Mr. Oliver, and reviewed by the compensation committee and the entire
Board.
Factors considered by the Board and Mr. Oliver in setting salaries include
the experience of the executive officer, Mr. Oliver's subjective assessment of
the level of responsibility and challenge of the position and the performance
of the officer, as well as the compensation offered to individuals in similar
positions at other
6
<PAGE>
southeastern bank holding companies with assets of $200 million to $500
million. The Company engages outside consultants in determining comparative
compensation information on other financial institutions. Although the
evaluation of the factors upon which a salary increase is based is largely
subjective, salaries are set according to a wage and salary administration
program prepared by outside consultants. Salaries paid by the Company are
generally less than the median salaries paid to individuals in similar
positions by southeastern bank holding companies with assets $200 million to
$500 million.
INCENTIVE COMPENSATION
During 1994, the compensation committee met three times to discuss the
adoption of a formal incentive plan for executive and key officers. On November
17, 1994, the full Board adopted an incentive plan that is based on the
Company's attainment of growth in total assets and earnings objectives, which
are measured according to pre-tax return on assets. Under the incentive plan,
officers can receive a cash bonus of from 10% to 20% of their base salary if
the Company achieves certain financial objectives. A matrix of growth and
earnings is used to determine the percentage of an executive's salary that the
Company will pay as a bonus under the incentive plan.
Cash bonuses were awarded at the end of 1994. The Company paid cash bonuses
totalling $128,350 to fifteen officers, including Mr. Oliver. The Board
anticipates the discretionary payment of bonuses for 1995 only if financial
objectives outlined under the incentive plan are met.
STOCK OPTION GRANTS UNDER THE PLAN
In 1992, the Company undertook an informal survey of the long-term incentive
practices of southeastern bank holding companies. Based on the results of that
informal survey and because the Board believed that executive officers should
hold equity stakes in the Company, the Board determined that the award of stock
options to key officers based on salary levels was the best mechanism for long-
term incentive compensation. Accordingly, the Board elected to make key
officers of the Company, Milledgeville and Greensboro, including Senior Vice
Presidents and above, eligible for awards of stock options granted at the
Board's discretion. Options to acquire 23,500 shares of Common Stock were
awarded by the Board to officers during fiscal 1994.
COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS
George S. Carpenter, Jr.
C. Steve McQuaig
Gay H. Morgan
CENTRAL AND SOUTHERN HOLDING COMPANY BOARD OF DIRECTORS
George S. Carpenter, Jr. C. Steve McQuaig
Donald N. Ellis Gay H. Morgan
John H. Ferguson Robert C. Oliver
Albert F. Gandy Thomas E. Owen, Jr.
Ralph A. Harrington
7
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock against the
cumulative total return on The Nasdaq Stock Market (U.S. Companies) Index and
The Nasdaq Bank Stocks Index for the period commencing on December 31, 1989 and
ending on December 31, 1994.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG CENTRAL & SOUTHERN HOLDING COMPANY STOCK,
NASDAQ STOCK MARKET (U.S.) INDEX AND NASDAQ BANK STOCK INDEX
<CAPTION>
Measurement period Central & Nasdaq Stock Nasdaq Bank Stock
(Fiscal year Covered) Southern Market (US) Index Index
- --------------------- --------- ----------------- -----------------
<S> <C> <C> <C>
Measurement PT -
12/31/89 $100 $100 $100
FYE 12/31/90 $74.184 $ 84.918 $ 73.232
FYE 12/31/91 $79.604 $136.277 $120.168
FYE 12/31/92 $65.452 $158.579 $174.869
FYE 12/31/93 $71.227 $180.933 $199.334
FYE 12/31/94 $98.615 $176.916 $198.692
</TABLE>
8
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Milledgeville and Greensboro have had, and expect to have in the future,
banking transactions in the ordinary course of business with directors and
officers of the Company and their associates, including corporations in which
such officers or directors are shareholders, directors and/or officers, on the
same terms (including interest rates and collateral) as those prevailing at the
time for comparable transactions with other persons. Such transactions have not
involved more than the normal risk of collectibility or presented other
unfavorable features.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held thirteen meetings during 1994. All of the
directors attended at least seventy-five percent (75%) of the meetings of the
Board and committees of the Board on which they sat during their tenure as
directors.
The Board of Directors does not have a standing nominating committee. It has
an examining and audit committee, which during 1994 was composed of Dr.
Ferguson and Messrs. Owen, Ellis and Gandy. The examining and audit committee
held five meetings during 1994. The examining and audit committee reviews
financial controls and the methods of preparation of the Company's financial
statements, evaluates audit performance and reports on such matters to the
Board. The membership of the examining and audit committee has not changed for
the current fiscal year.
The compensation committee administers the Plan. The compensation committee,
which during 1994 was composed of Mr. Carpenter, Dr. McQuaig and Mrs. Morgan,
held three meetings during 1994. The compensation committee is currently
composed of the same members as during the 1994 fiscal year.
INFORMATION CONCERNING THE COMPANY'S ACCOUNTANTS
Evans, Porter, Bryan & Company ("Evans, Porter") was the principal
independent public accountant for the Company during the year ended December
31, 1994. Representatives of Evans, Porter 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.
Evans, Porter was chosen by the Board of Directors to replace the firm of
KPMG Peat Marwick LLP ("KPMG") as auditors of the Company on April 5, 1994 upon
the recommendation of the examining and audit committee. KPMG's report on the
Company's consolidated financial statements for the years ended December 31,
1992 and 1993 contained a description of cease and desist orders (the "Orders")
under which Milledgeville and Greensboro operated in late 1992 and throughout
1993 and indicated that the financial impact, if any, of regulatory sanctions
that might result from the failure of Milledgeville and Greensboro to meet
capital or other requirements of the Orders was uncertain. The 1992 and 1993
financial statements did not include any adjustment that might result from the
uncertainties.
During the two years ended December 31, 1993, there were no disagreements
with KPMG on any matters of accounting principles or practices, financial
statement disclosures or auditing scope or procedures which, if not resolved to
the satisfaction of KPMG, would have caused KPMG to make reference to the
matter in their report.
The Company has selected Evans, Porter to continue as the accountant for the
Company for the current year.
9
<PAGE>
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's 1996
Annual Meeting must be received by November 30, 1995, in order to be eligible
for inclusion in the Company's Proxy Statement and Proxies for that meeting.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those stated above
that are to be brought before the meeting. If any other matters should be
presented for consideration and voting, however, it is the intention of the
persons named as proxies in the enclosed Proxy to vote in accordance with their
judgment as to what is in the best interest of the Company.
By Order of the Board of Directors,
Robert C. Oliver
President
---------
Dated: March 22, 1995
10
<PAGE>
LOGO
COMMON STOCK
OF CENTRAL AND SOUTHERN HOLDING COMPANY
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS FOR THE 1995 ANNUAL MEETING OF SHAREHOLDERS.
The undersigned hereby appoints Robert C. Oliver and Michael E. Ricketson, or
either of them, with power of substitution to each, the proxies of the
undersigned to vote the Common Stock of the undersigned at the Annual Meeting
of Shareholders of CENTRAL AND SOUTHERN HOLDING COMPANY to be held on April 20,
1995, and any adjournment thereof.
1. [_] FOR all nominees for director listed below (except as marked to the
contrary);
Robert C. Oliver; Albert F. Gandy; George S. Carpenter, Jr.; Donald N. Ellis;
John H. Ferguson; Ralph A. Harrington; C. Steve McQuaig; Gay H. Morgan;
Thomas E. Owen, Jr.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below)
------------------------------------------------------------------------------
[_] WITHHOLD AUTHORITY to vote for all nominees listed above.
2. In accordance with their best judgment with respect to any other matters
that may properly come before the meeting.
<PAGE>
LOGO
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ELECTION AS DIRECTORS OF THE
PERSONS NAMED IN THE PROXY AND ACCOMPANYING PROXY STATEMENT, AND UNLESS
INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THIS PROXY
WILL BE SO VOTED.
--------------------------------------
PLEASE SIGN THIS PROXY EXACTLY AS
NAME APPEARS ON THE PROXY.
NOTE: WHEN SIGNING AS AN ATTORNEY,
TRUSTEE, ADMINISTRATOR OR
GUARDIAN, PLEASE GIVE YOUR TI-
TLE AS SUCH. IN THE CASE OF
JOINT TENANTS, EACH JOINT OWNER
MUST SIGN.
Date: ________________________________
