<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(3)(2)
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 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)
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 14a-6(j)(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>
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 25, 1996
The Annual Meeting of Shareholders of Central and Southern
Holding Company (the "Company") will be held on Thursday, April
25, 1996, at 3:00 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 ten 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 13, 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,
Robert C. Oliver
President
March 27, 1996
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 25,
1996, 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
27, 1996.
The record of shareholders entitled to vote at the Annual
Meeting was taken as of the close of business on March 13, 1996.
On that date, the Company had issued and outstanding 3,777,617
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, 1995, INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES, TO ANY RECORD OR BENEFICIAL
OWNER OF THE COMMON STOCK AS OF MARCH 13, 1996 WHO REQUESTS A
COPY OF SUCH REPORT. ANY REQUEST FOR THE FORM 10-K REPORT SHOULD
BE IN WRITING AND 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 13, 1996, 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.
-1-
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS
The following table sets forth as of January 1, 1996,
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>
Number of Shares Percent
Name and address 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 76,285 1.99% (2)
Albert F. Gandy 70,301 1.85%
George S. Carpenter, Jr. 20,484 * (3)
Alan V. Davis 2,885 *
Donald N. Ellis 1,100 *
John H. Ferguson 97,871 2.60% (4)
Ralph A. Harrington 100,030 2.65% (5)
C. Steve McQuaig 20,707 *
Gay H. Morgan 19,085 * (6)
Thomas E. Owen, Jr. 24,077 * (7)
All Directors and Executive Officers as a Group (11 persons) 473,146 12.34%(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 20,972 shares owned through individual retirement
accounts, and 1,233 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 50,000 shares of the Common Stock
granted to Mr. Oliver by the Board of Directors.
(3) Includes 6,062 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.
-2-
<PAGE>
(4) Includes 40,982 shares held by Dr. Ferguson as trustee for
the Pension Plan and Trust of John H. Ferguson, D.D.S.,
P.C., and 21,792 shares held by Dr. Ferguson as trustee for
the Profit Sharing Plan and Trust of John H. Ferguson,
D.D.S., P.C.
(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. Does not include 2,000 shares owned by Mrs.
Morgan's husband, as to which shares she disclaims
beneficial ownership.
(7) Includes 5,457 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 24,937 shares owned by spouses of
directors, as to which such directors disclaim beneficial
ownership. Includes currently exercisable options to
purchase 57,875 shares of Common Stock that have been
granted to executive officers.
NOMINATION AND ELECTION OF DIRECTORS
(PROPOSAL 1)
The bylaws of the Company provide that the Board of
Directors will consist of not less than two nor more than twelve
directors. The number of directors is currently set at ten 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 ten 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.
-3-
<PAGE>
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The following information as of January 1, 1996 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
--------- -------------------------
<S> <C>
Robert C. Oliver (47)..... 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 (62)..... 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
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
from 1993 through September 1995 he was a
consultant to William Barnet & Son, Inc.
George S. Carpenter, Jr. (65).. A Director of Milledgeville since 1976 and
of the Company since 1980, Mr. Carpenter
is an attorney.
Alan V. Davis (42)..... A Director of the Company since April
1995, Mr. Davis is the President and owner
of Potato Creek Co., a manufactured
housing sales company. From 1975 through
1992, Mr. Davis was employed by The Bibb
Company, a textile manufacturer, and from
1990 through 1994 Mr. Davis owned Georgia
Headwear & Apparel, a clothing
manufacturer. Mr. Davis is a Director of
The Bibb Company.
Donald N. Ellis (51)..... A Director of Greensboro since 1985,
Chairman of the Greensboro Board since
1992 and a Director of the Company since
1993. From 1970 until his retirement in
1996, Mr. Ellis was a plant manager for
Universal Rundle Corporation.
John H. Ferguson (52)..... 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 (71)... 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.
-4-
<PAGE>
Name (Age) Information About Nominee
---------- -------------------------
C. Steve McQuaig (46)..... 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 (43)..... A Director of Milledgeville and the
Company since 1990, Mrs. Morgan is owner
of Gay Morgan Interiors.
Thomas E. Owen, Jr. (65)... 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, 1995, 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 1995.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Annual Compensation Compensation
------------------- -------------
Awards
-------------
Securities
Underlying
Name and Principal Options/SARs All Other
Positions During 1995 Year Salary(1) Bonus Other (No. of Shares) Compensation
---- --------- ----- ----- --------------- ------------
<S> <C> <C> <C> <C> <S> <C>
Robert C. Oliver . . . . . . . . . 1995 $ 143,100 $35,351 $--(2) -- $ 5,738(4)
President, Chief Executive Officer 1994 135,100 30,000 --(2) -- 2,700
and Director of the Company; 1993 130,000 25,000 554(3) 50,000 --
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, as applicable.
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-
<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 for 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 any options
during the 1995 fiscal year.
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, 1995.
<TABLE>
<CAPTION>
Fiscal Year-End Option Values
No. of Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Held at December 31, 1995 at December 31, 1995(1)
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
Robert C. Oliver.... 50,000 -- $243,750 --
</TABLE>
(1) Based on the closing sale price of $9.125 of the Common
Stock on The NASDAQ National Market at December 28, 1995
(the last day during 1995 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.
-6-
<PAGE>
RETIREMENT PLAN OF CENTRAL AND SOUTHERN HOLDING COMPANY
BENEFIT ILLUSTRATION
<TABLE>
<CAPTION>
Years of Service
------------------------------------------------------
Average 35 or more
Earnings 15 Years 20 Years 25 Years 30 Years Years
-------- -------- -------- -------- -------- --------
<C> <C> <C> <C> <C> <C>
$ 25,000 $ 4,365 $ 5,820 $ 7,275 $ 8,730 $10,185
$ 50,000 10,914 14,552 18,190 21,828 25,466
$ 75,000 17,717 23,622 29,528 35,433 41,339
$100,000 24,519 32,692 40,865 49,038 57,211
$125,000 31,322 41,762 52,203 62,643 73,084
$150,000 38,124 50,832 63,540 76,248 88,956
$175,000 38,124 50,832 63,540 76,248 88,956
$200,000 38,124 50,832 63,540 76,248 88,956
$225,000 38,124 50,832 63,540 76,248 88,956
$250,000 38,124 50,832 63,540 76,248 88,956
$275,000 38,124 50,832 63,540 76,248 88,956
$300,000 38,124 50,832 63,540 76,248 88,956
$325,000 38,124 50,832 63,540 76,248 88,956
</TABLE>
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, 1996. "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
three 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 1995 fiscal year. The compensation for Mr.
Oliver and the Company's other executive officer for the 1995
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.
-7-
<PAGE>
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 packages for executive
officers of the Company, Milledgeville and Greensboro, including
the President and Chief Executive Officer, are linked to business
and strategic goals and are 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 1995, 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 $135,000 for
1996. The salary of the 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 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
Awards under the Company's formal incentive compensation
plan are 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 equal to from 10% to 20% of their base
salaries 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. During 1995, the compensation
committee met once to discuss the award of cash bonuses under the
Company's formal incentive plan for executive and key officers.
On December 21, 1995, the full Board approved an aggregate of
$174,591 in incentive payments under the plan to 15 officers,
including Mr. Oliver.
-8-
<PAGE>
Discretionary cash bonuses were also awarded to employees
not eligible under the formal incentive plan in the aggregate
amount of $20,525 in 1995. 83 employees received discretionary
bonuses. The Board anticipates the discretionary payment of
bonuses for 1996 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 22,000
shares of Common Stock were awarded by the Board to officers
during fiscal 1995.
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. Ralph A. Harrington
Carpenter, Jr.
Alan V. Davis C. Steve McQuaig
Donald N. Ellis Gay H. Morgan
John H. Ferguson Robert C. Oliver
Albert F. Gandy Thomas E. Owen, Jr.
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, 1990
and ending on December 31, 1995.
[GRAPH APPEARS HERE]
Company Nasdaq Stock Nasdaq Bank
Stock Market Stocks
-------- ------------ -----------
12/31/90 100 100 100
6/28/91 113.455 128.414 135.668
12/31/91 107.307 160.564 164.092
6/30/92 93.42 154.282 200.583
12/31/92 88.23 186.866 238.854
6/30/93 98.61 194.026 255.413
12/31/93 96.015 214.511 272.395
6/30/94 134.94 195.885 290.479
12/31/94 132.933 209.686 271.41
6/30/95 154.277 261.361 328.073
12/29/95 191.937 296.304 404.353
-9-
<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.
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.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held 15 meetings during 1995. 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
1995 was composed of Dr. Ferguson and Messrs. Owen, Ellis and
Davis. The examining and audit committee held three meetings
during 1995. 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 1995 was composed of Mr.
Carpenter, Dr. McQuaig and Mrs. Morgan, held one meeting during
1995. The compensation committee is currently composed of the
same members as during the 1995 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, 1995. 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.
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<PAGE>
The Company has selected Evans, Porter to continue as the
accountant for the Company for the current year.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the
Company's 1997 Annual Meeting must be received by December 26,
1996, 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 27, 1996
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<PAGE>
COMMON STOCK
OF CENTRAL AND SOUTHERN HOLDING COMPANY
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS FOR THE 1996 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
& SOUTHERN HOLDING COMPANY to be held on April 25, 1996, 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.; Alan V. Davis.
(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.
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 title as
such. In the case of joint tenants, each joint owner
must sign.
Date:_________________________________________________
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