<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
FIDELITY NATIONAL CORPORATION
- --------------------------------------------------------------------------------
(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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
FIDELITY NATIONAL CORPORATION
3490 PIEDMONT ROAD
ATLANTA, GEORGIA 30305
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 15, 1997
The Annual Meeting of Shareholders of Fidelity National Corporation
("Company") will be held on Thursday, May 15, 1997, at 3:00 P.M. at its office
at ONE SECURITIES CENTRE, 3490 PIEDMONT ROAD, SUITE 1550, ATLANTA, GEORGIA
30305, for the purposes of considering and voting upon:
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.
2. Approval of the 1997 Stock Option Plan.
3. Such other matters as may properly come before the meeting or any
adjournment thereof.
Only shareholders of record at the close of business on April 7, 1997, 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 1996 Annual Report to
Shareholders.
By Order of the Board of Directors,
Martha C. Fleming
Secretary
April 21, 1997
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> 3
FIDELITY NATIONAL CORPORATION
3490 PIEDMONT ROAD
ATLANTA, GEORGIA 30305
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of Fidelity National Corporation ("Company")
for use at the Annual Meeting of Shareholders ("Annual Meeting") of the Company
to be held at its office at ONE SECURITIES CENTRE, 3490 PIEDMONT ROAD, SUITE
1550, ATLANTA, GEORGIA 30305, on May 15, 1997, at 3:00 P.M. and any adjournment
thereof, for the purposes set forth in the accompanying Notice of the Annual
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 no par value ("Common Stock"), and normal
handling charges may be paid for such forwarding service. In addition,
directors, officers, and other employees of the Company, who will not be
additionally compensated therefor, 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 April 21, 1997.
The record date of shareholders entitled to vote at the Annual Meeting
was taken as of the close of business on April 7, 1997. On that date, the
Company had outstanding and entitled to vote 4,661,916 shares of Common Stock,
with each share entitled to one vote.
A Proxy given pursuant to this solicitation may be revoked by the
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," "FOR" the approval
of the 1997 Stock Option Plan, and upon such other matters as may properly come
before the meeting or any adjournment thereof in accordance with the best
judgment of the holders of the Proxy.
The presence of a majority of the outstanding shares of Common Stock
represented in person or by proxy at the Annual Meeting will constitute a
quorum. The ten nominees receiving the highest vote totals will be elected as
directors of the Company. All other matters will be decided by the affirmative
vote of the majority of the shares of Common Stock present or represented at
the Annual Meeting and entitled to vote.
Abstentions, withheld votes, and broker non-votes will be included in the
calculation of the number of shares of Common Stock represented in person or by
proxy at the Annual Meeting in determining whether the quorum requirement is
satisfied, but will not be counted as votes cast for any matter to be voted
upon. Broker "non-votes" occur when a broker holding shares of Common Stock for
a beneficial owner votes on one matter pursuant to the broker's discretionary
authority or pursuant to instructions from the beneficial owner, but does not
vote on another matter for the reason that the broker does not have
discretionary authority to vote such shares on such other matter and has not
received voting instructions from the beneficial owner. Broker non-votes will
not affect the votes required to elect the directors; however, they increase
the number of affirmative votes necessary for approval of all other matters.
<PAGE> 4
VOTING SECURITIES AND PRINCIPAL HOLDERS
The following table sets forth as of April 7, 1997, beneficial ownership of the
Company's Common Stock by each "person" known by the Company to be the
beneficial owner of more than 5% of the Company's voting securities, by each
director and Named Officer and by all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF CLASS
OF BENEFICIAL OWNER OWNED BENEFICIALLY OUTSTANDING
<S> <C> <C>
James B. Miller, Jr.
3490 Piedmont Rd.
Atlanta, Georgia 30305 2,646,040 (1) 56.8%
James W. Anderson, Jr. 103,518 2.2%
Dr. Edward G. Bowen 11,000 *
Dr. Marvin C. Goldstein 26,960 *
Dr. Manning M. Pattillo, Jr. 920 *
Robert J. Rutland 148,764 3.2%
W. Clyde Shepherd, Jr. 128,722 2.8%
R. Phillip Shinall III 8,887 *
Rankin Smith, Jr. 5,654 *
Felker W. Ward, Jr. 7,920 *
Sharon R. Denney 19,259 *
Curtis A. James 4,377 *
All directors and executive officers
as a group (13 persons) 3,112,021 66.8%
</TABLE>
- -------------------------
(1) Includes 51,111 shares owned of record by Mr. Miller's wife, 212,568 shares
held by the Brooks County Trust and 83,182 shares held by Fidelity National
Bank ("FNB") as trustee for Mr. Miller's children. Also includes 180,433 shares
held by BAC Properties, a partnership of which Mr. Miller and his wife own 40%.
* Less than one percent.
ITEM 1 - NOMINATION AND ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of Directors shall
consist of from three to 24 directors. The number of directors is currently set
at ten by board resolution. The number of directors may be increased or
decreased from time to time by resolution of the Board of Directors or of the
shareholders, but no decrease shall have the effect of shortening the term of
an incumbent director. The terms of office for directors continue until the
next annual meeting of shareholders and until their successors are elected and
qualified.
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 substitute nominee unless the Board of
Directors or shareholders by resolution provide for a lesser number of
directors, 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.
2
<PAGE> 5
INFORMATION ABOUT NOMINEES FOR DIRECTORT
The following information as of April 1, 1997, has been furnished by the
respective nominees for director. Except as otherwise indicated, each nominee
has been engaged in his present principal employment, in the same position, for
more than five years.
<TABLE>
<CAPTION>
Business Experience
Year First During Past Five Years
Name Age Elected and Other Information
- ----------------------------------------- ----- ---------- --------------------------------------------------------------
<S> <C> <C> <C>
James B. Miller, Jr. (3) 56 1979 Chairman of the Board, President and Chief Executive Officer
of the Company since 1979, a director of FNB since 1976, and
President and Chief Executive Officer of FNB since 1977,
Chairman of the Boards of Fidelity National Mortgage
Corporation ("FNMC") and Fidelity National Capital
Investors, Inc. ("FNCI")
James W. Anderson, Jr. (1) 85 1979 President Emeritus of Jim Anderson & Co., an insurance agency; a
director of FNB since 1974, and a director of FNMC since 1991
Dr. Edward G. Bowen 61 1989 Gynecologist and obstetrician in Atlanta, Georgia. A
director of FNB since 1989.
Dr. Marvin C. Goldstein 79 1984 Orthodontist in Atlanta, Georgia. President and Chief
Executive Officer of Atlanta American Motor Hotel, the owner
and operator of a hotel located in Atlanta, Georgia. A
director of FNB since 1984, and a director of FNMC since
1994.
Dr. Manning M. Pattillo, Jr. 77 1993 President Emeritus of Oglethorpe University in Atlanta,
Georgia. A director of FNB since 1994.
Robert J. Rutland (1) (2) (3) 55 1979 President and director of Allied Holdings, Inc., a
transportation company located in Decatur, Georgia. A
director of FNB since 1974.
W. Clyde Shepherd, Jr. (2) (3) 82 1979 Secretary and Treasurer of Shepherd Construction Company, a
general contracting company located in Atlanta, Georgia. A director
of FNB since 1974 and Chairman of the Board of Directors since 1989.
R. Phillip Shinall III (2) 50 1979 Partner of the law firm of Glass, McCullough, Sherrill &
Harold, LLP, Atlanta, Georgia. A director of FNB since 1979.
Rankin Smith, Jr. 49 1987 Advisor to the Atlanta Falcons football team. A director of
FNB since 1987.
Felker W. Ward, Jr. (1) 63 1996 President of Ward and Associates, Inc.; President of Ward
Bradford & Co.; Chairman, Pinnacle Investment Advisors, Inc. A
director of FNB since 1996.
</TABLE>
(1) Member of the Audit Committee of the Board of Directors
(2) Member of the Compensation Committee of the Board of Directors
(3) Member of the Executive Committee of the Board of Directors
There are no family relationships between any director, executive officer
or nominee for director of the Company or any of its subsidiaries except that
W. Clyde Shepherd III, a director of FNCI is the son of W. Clyde Shepherd, Jr.,
a director of the Company; Karina Miller, a director of FNCI, is the spouse of
James B. Miller, Jr., Chairman of the Board and Chief Executive Officer; and
Amelia James, a director of FNCI, is the spouse of Curtis A. James, Vice
President of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE ABOVE
NOMINEES FOR DIRECTOR.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Dr. Pattillo inadvertently filed late four Form 4 statements of
beneficial ownership of securities with the Securities and Exchange Commission,
each reporting a single transaction.
3
<PAGE> 6
EXECUTIVE COMPENSATION
The following table sets forth the annual and other compensation paid by
the Company and its subsidiaries to James B. Miller, Jr., Sharon R. Denney and
Curtis A. James, the only executive officers of the Company whose salary and
bonus was $100,000 or more for 1996 (Messrs. Miller, Denney and James are
individually referred to herein as a "Named Officer").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
Name and All Other
Principal Position Year Salary Bonus Compensation
------------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
James B. Miller, Jr.
Chairman of the Board 1996 $600,000 - $44,529 (1)
President and Chief 1995 600,000 - 46,304 (1)
Executive Officer 1994 443,014 - 47,701 (1)
1996 210,000 - 32,522 (2)
Sharon R. Denney 1995 210,000 - 32,731 (2)
Executive Vice President 1994 178,529 - 30,994 (2)
1996 120,000 - 1,080 (3)
Curtis A. James (4) 1995 47,520 - 27,747 (3)
Vice President 1994 11,160 - 40,100 (3)
</TABLE>
- -------------------------
(1) Includes Company contributions of $1,350, $2,250 and $1,350 to Mr. Miller's
account in the Company's 401(k) Plan for 1996, 1995 and 1994, respectively, and
$39,582 paid by the Company for life insurance premiums for Mr. Miller for each
of the three years ended December 31, 1996 under a split-dollar insurance
benefit plan. Upon the termination of the plan, the Company will receive from
the proceeds of the life insurance policy the insurance premiums paid by the
Company.
(2) Includes Company contributions of $1,350, $2,361, and $1,350 to
Mr. Denney's account in the Company's 401(k) Plan for 1996, 1995 and 1994,
respectively. The Company entered into an agreement with Mr. Denney in 1985,
which was extended in 1994, to pay him $30,000 a year for 10 years commencing
upon his retirement. The Company has accrued $24,000 in 1995 and 1994 to
provide for this liability, which is also included in All Other Compensation.
(3) Includes Company contributions of $1,080, $903, and $100 to Mr. James'
account in the Company's 401(k) Plan in 1996, 1995, and 1994, and $26,667 and
$40,000 of deferred compensation contributed in 1995 and 1994, respectively.
(4) Retired March 31, 1997.
401(K) PLAN
The Company has adopted a tax-qualified savings plan ("401(k) Plan")
which is intended to qualify under Section 401(k) of the Internal Revenue Code
of 1986 ("Code"). Employees may elect to contribute to the 401(k) Plan through
payroll deductions, up to the statutory limitation and may direct the
investment of their accounts into various investment funds. Under Section
401(k) of the Code, the employee's contributions to the 401(k) Plan are not
taxable to the employee until such amounts are distributed to the employee. The
Company pays the administrative expenses of the 401(k) Plan and makes voluntary
contributions from time to time which are allocated to each eligible employee's
account as required by the Code. The Company's voluntary contributions become
fully vested at the earlier of six years of service or at normal retirement
age.
COMPENSATION OF DIRECTORS
During 1996, each non-employee director of the Company was paid an
aggregate of $2,000 per month for attending regularly scheduled meetings of the
boards of directors and the committees of the Company and subsidiaries. In the
event a director of the Company attended a meeting of any board of directors or
a committee thereof not on a regularly scheduled board meeting date, the
director was paid an additional $2,000 or $500, respectively.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee ("Committee") are
W. Clyde Shepherd, Jr., Chairman, Robert J. Rutland, and R. Phillip Shinall
III. No member of the Committee is an employee of the Company or any
subsidiary.
FNB leases office space from a general partnership of which Mr. Rutland,
a director and member of the Compensation and Executive Committees, is a
general partner. FNB leases approximately 35,000 square feet at an average
annual rate of approximately $17 per square foot, subject to a pro rata
increase for any increase in taxes, insurance, utilities, or maintenance. FNB
also leases space from a corporation of which Mr. Shepherd, a director and
member of the Compensation and Executive Committees, is the majority
shareholder. FNB leases approximately 2,200 square feet at an
4
<PAGE> 7
average annual rate of approximately $11 per square foot subject to a pro rata
increase for increases in taxes and insurance. The lease agreements were made
substantially on the same terms as those prevailing at the time for comparable
leases for similar facilities.
Mr. Shinall is a partner with the law firm of Glass, McCullough, Sherrill
& Harrold LLP in Atlanta, Georgia. Mr. Shinall is a director of the Company and
FNB and a member of the Committee. FNB has made or has committed to make loans
in the aggregate amount of $350,000 to Glass, McCullough, Sherrill & Harrold
LLP. FNB also makes loans to partners in the law firm and members of their
families. Glass, McCullough, Sherrill & Harrold LLP provide legal service to
the Company.
FNB, FNMC and FNCI have had (including those noted above), and expect to
have in the future, banking and other business transactions in the ordinary
course of business with directors (including members of the Committee) and
officers of the Company and their affiliates, including members of their
families or corporations, partnerships or other organizations in which such
officers or directors have a controlling interest, on substantially the same
terms (including price, or interest rates and collateral) as those prevailing
at the time for comparable transactions with unrelated parties. Such
transactions have not and will not involve more than the normal risks of
collectibility, nor present other unfavorable features. As of December 31,
1996, FNB and FNMC had direct or indirect loans outstanding to officers and
directors and their affiliates aggregating approximately $5 million.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Under rules established by the Securities and Exchange Commission
("SEC"), the Company is required to provide certain information with respect to
compensation provided to the Company's Chairman of the Board, President and
Chief Executive Officer ("CEO") and to the Company's other executive officers.
The Committee is responsible for evaluating the remuneration of
executives of the Company to provide competitive levels of compensation which
take into account the Company's annual and long-term performance goals, whether
there has been above average corporate performance, the levels of an
individual's initiative, responsibility and achievements, and the Company's
need to attract and retain well trained and highly motivated executives. The
Committee fixes the compensation of the CEO and generally reviews the
compensation of the other executive officers. All decisions by the Committee
relating to the compensation of the Company's CEO are reviewed by the full
Board of Directors.
Executive officers' overall compensation is intended to be consistent
with the compensation paid to executives of financial institutions and of other
companies similar in size, complexity, and character to the Company, provided
that the Company's performance warrants the compensation being paid. The annual
salary of the CEO was established at $600,000 by the Committee in 1994 after
considering the experience required to manage a company, the levels of
compensation that would be required to be paid to attract a person to lead the
Company in the future and comparable levels of compensation paid to chief
executive officers of local entrepreneurial companies and financial
institutions. The Committee also took into account the Company's performance in
determining Mr. Miller's salary without specific reference being made to
qualitative or quantitative performance factors, and the fact that no stock
options are granted to the CEO. In addition, the Committee in recent years had
not granted a bonus or other incentive compensation to the CEO. Thus, the CEO's
salary was the principal form of compensation for the CEO in 1996. However,
there are no assurances that this practice will continue in the future.
Compensation paid to the Company's executive officers in 1996, as
reflected in the foregoing compensation tables, consisted of the following
elements: base salary, matching contributions paid with respect to the
Company's 401(k) plan and certain perquisites. In addition, the Company has
adopted certain broad-based employee benefit plans in which executive, and
other officers together with employees, have the option to participate.
Benefits under these plans generally are not directly or indirectly tied to the
Company's performance, except that voluntary contributions to the 401(k) plan
are voluntary, at the election of the Board of Directors. In light of the fact
that the Company reported a net loss in 1996, no bonuses were granted to the
executive officers for 1996 performance.
The Chief Executive Officer establishes and administers the compensation
of all other executive officers.
Compensation Committee
W. Clyde Shepherd, Jr., Chairman
Robert J. Rutland
R. Phillip Shinall III
5
<PAGE> 8
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the percentage change in the
cumulative shareholder return on the Company's Common Stock with the cumulative
Total Return on The Nasdaq Stock Market (U.S. Companies) index and the Nasdaq
Bank Stocks index for the period commencing on October 31, 1994, the date the
Company's Common Stock began trading on The Nasdaq Stock Market under the
symbol LION.
The graph assumes $100 invested on October 31, 1994, in the Common
Stock of the Company and in each of the two indexes. The comparison assumes
that all dividends are reinvested.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG THE COMPANY,
THE NASDAQ STOCK MARKET (U.S.) AND NASDAQ BANK STOCKS.
<TABLE>
PERIOD ENDING
-----------------------------------------------------------------------
INDEX 10/31/94 12/31/94 6/30/95 12/31/95 6/30/96 12/31/96
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FIDELITY NATIONAL CORPORATION 100.00 84.43 98.89 152.68 150.89 126.11
NASDAQ TOTAL RETURN INDEX 100.00 96.95 120.90 137.11 155.23 168.66
NASDAQ BANK INDEX 100.00 95.27 115.16 141.89 149.99 187.56
</TABLE>
6
<PAGE> 9
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1996, each of the directors attended at least seventy-five
percent (75%) of the aggregate meetings of the Board of Directors and the
committees on which the director served. The Company does not have a nominating
committee. All nominees for the Board of Directors are nominated by the entire
Board of Directors.
Audit Committee. The primary functions of the Company's Audit Committee are to
see that an audit program is in place to protect the assets of the Company,
assure that adequate internal controls exist, and recommend the independent
auditors for appointment by the Board of Directors. During 1996, the Audit
Committee held nine meetings.
Compensation Committee. The primary functions of the Compensation Committee are
to evaluate and administer the compensation of the Company's Chief Executive
Officer, and to review the general compensation programs of the Company. During
1996, the Compensation Committee held one meeting.
Executive Committee. The Executive Committee is authorized to exercise any and
all the powers of the Company's Board of Directors in the management of the
business and affairs of the Company except where specific power is limited to
the Board of Directors by the Company's Bylaws or by applicable law. During
1996, the Executive Committee held eight meetings.
ITEM 2 - APPROVAL OF THE 1997 STOCK OPTION PLAN
The Board of Directors of the Company adopted the 1997 Stock Option Plan
("1997 Plan") pursuant to which the Company may issue not more than 500,000
shares of Common Stock upon the exercise of stock options. The 1997 Plan is
subject to the approval of the shareholders at this Meeting.
Previously the only compensation consisted of base salary and cash
bonuses. In order to remain competitive, the Company believes that a stock
option plan is necessary in order to provide long-term stock incentives to
attract and retain key employees. The purpose of the 1997 Plan is to provide a
long-term incentive to officers and other key employees of the Company and its
subsidiaries as well as to encourage additional stock ownership in the Company
by such employees.
The 1997 Plan is to be administered by the Compensation Committee
("Committee") appointed by the Board of Directors. The Committee is comprised
of three directors of the Company who are not eligible to participate in the
1997 Plan. The Committee selects the key employees who will be granted stock
options and will determine the number of shares to be offered, the duration of
each option, the vesting period and the other terms and conditions of each
option grant.
The major provisions of the 1997 Plan are as follows:
1. The Committee is authorized to grant stock options to any officer,
including officers who are also directors of the Company, and other key
employees of the Company and its subsidiaries and affiliates at any time prior
to April 1, 2007.
2. The option price will be not less than 100% of the fair market value
of the Common Stock of the Company at the time the stock option is granted.
3. Each stock option will terminate on the date fixed by the Committee
which shall not be more than 10 years after the date of the grant. Stock
options may terminate no later than one (1) year from the date of termination
of employment except that, in the event of death or disability or retirement,
the stock options which were exercisable at the time of termination of
employment may terminate no later than two (2) years from that date.
4. Payment for stock purchased upon the exercise of a stock option must
be made in full at the time the stock option is exercised.
5. The payment for the stock purchased is to be made in cash except that
the Committee has the authority under the 1997 Plan to permit the payment for
any option (or to require or permit the payment of any withholding taxes
payable upon the exercise of an option) to be made by delivery of shares of
Common Stock owned by the optionee (or the withholding of shares to be
delivered upon the exercise of the option) which shares will be valued at the
fair market value at the time the option is exercised.
6. The Committee is authorized to provide for the vesting of the options
over a period of years and to provide for immediate vesting upon a change in
control of the Company or other event.
7. The Committee is authorized, as a condition of the grant of an option,
to require the cancellation of a previously granted stock option under the 1997
Plan or any other stock option plan adopted by the Company. The previously
granted stock option in such situations may be exercisable at prices
substantially higher than the fair market value of the Common Stock on the date
that the replacement stock option is granted.
8. The duration of any stock option may be extended by the Committee for
a period not to exceed one (1) year without changing the original stock option
price but in no event shall the stock option be exercisable more than 10 years
after the date of grant.
9. The Committee may grant incentive stock options ("ISOs") and
non-qualified stock options ("NQSOs").
7
<PAGE> 10
10. The 1997 Plan provides for the issuance of not more than 500,000
shares of Common Stock, subject to adjustment based upon stock splits,
stock dividends and other similar action. This represents 10.7% of the
outstanding shares of Common Stock on April 7, 1997.
11. The Board of Directors may amend, suspend or terminate the 1997 Plan
at any time without the approval of the shareholders; provided, however, that
no amendment, suspension or termination will increase the maximum number of
shares of Common Stock for which stock options may be granted or change the
designation of the class of employees and other persons eligible to receive
stock options without the approval of the shareholders.
The above summary of the 1997 Plan is qualified in its entirety by
reference to the complete text of the 1997 Plan which is included as Attachment
A to this Proxy Statement.
It is not possible to estimate the number of officers and other key
employees who may be granted stock options under the 1997 Plan.
The average of the low and high closing prices of a share of Common
Stock on April 7, 1997, was $8.375.
Under present federal tax law, there will be no federal income tax
consequences to the Company upon the grant or exercise of an ISO. Moreover,
there will be no federal income tax consequences to the optionee upon the grant
of an ISO. However, there may be federal income tax consequences to the optionee
upon the exercise of an ISO. Although the optionee will realize no taxable
income upon the exercise of an ISO, the exercise of an ISO may subject the
optionee to the alternative minimum tax ("AMT"). The spread between the option
price and the fair market value of the Common Stock acquired pursuant to an ISO
on the date of its exercise is treated as an item of adjustment for AMT purposes
where the Common Stock acquired upon the exercise of an ISO is not disposed of
in the same taxable year.
If the shares of Common Stock acquired upon the exercise of an ISO are
disposed of within a year of the exercise of the ISO, the disposition will be
considered to be a disqualifying disposition for federal income tax purposes.
In such event, the gain on the sale or exchange will generally be treated as
ordinary income to the optionee in the year of disposition. If the optionee
disposes of the shares of Common Stock acquired upon the exercise of an ISO
more than one year after the exercise, any gain or loss realized on the
subsequent sale or exchange will constitute a long term capital gain or loss.
With respect to NQSOs, under present federal tax laws there will be no
federal income tax consequences to the Company or to the optionee upon the
grant of a NQSO. When an optionee exercises a NQSO, the amount by which the
fair market value of the Common Stock acquired, upon the exercise of the NQSO
on the date of exercise, exceeds the exercise price of the NQSO is taxed as
ordinary income to the optionee in the year of exercise and generally will be
allowed as a deduction for federal income tax purposes to the Company.
When the optionee disposes of the shares acquired upon the exercise of a
NQSO, any amounts received in excess of the fair market value of the Common
Stock on the date of exercise will be treated as long-or-short-term capital
gain to the optionee, depending upon the holding period of the shares of Common
Stock. If the amount received is less than the fair market value of the shares
on the date of the exercise of the stock option, the loss will be treated as
long-or short-term capital loss, depending upon the holding period of the
shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL
OF THE 1997 STOCK OPTION PLAN.
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AUDITORS
Ernst & Young LLP audited the Company's financial statements for 1996.
Representatives of Ernst & Young 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 will respond to appropriate questions.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's 1998
Annual Meeting must be received by the Company addressed to the President at
3490 Piedmont Road, Suite 1550, Atlanta, Georgia 30305, by December 23, 1997,
in order to be eligible for inclusion in the Company's Proxy Statement and
Proxy 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,
Martha C. Fleming
Secretary
April 21, 1997
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<PAGE> 12
ATTACHMENT A
FIDELITY NATIONAL CORPORATION
1997 STOCK OPTION PLAN
I. PURPOSE.
The Fidelity National Corporation ("Company") 1997 Stock Option Plan
is intended to encourage stock ownership by officers, other key employees,
consultants and employees of consultants of the Company, of its Subsidiaries
and of its Affiliates, to provide them with a proprietary interest or to
increase their proprietary interest in the Company's success and/or to
encourage them to remain in the employ of the Company or any of its
Subsidiaries or Affiliates.
II. DEFINITIONS.
Where the following words appear in the Plan, they shall have the
respective meanings set forth below, unless their context clearly indicates a
contrary meaning:
A. Affiliate - Any corporation or other business organization in which
the Parent owns, directly or indirectly, 25% or more of the voting
stock or capital at the time of the granting of the Option.
B. Board of Directors - The Board of Directors of the Company.
C. Code - The Internal Revenue Code of 1986, as amended, including
amendments hereafter adopted.
D. Committee - The Compensation Committee of the Board of Directors or
any successor Committee appointed by the Board of Directors. In the
absence of the appointment of the Committee, the Board of Directors
of the Company shall exercise all of the powers of the Committee
under the Plan.
E. Company - Fidelity National Corporation, a Georgia corporation,
which is the parent corporation as defined in Subsections 424(e)
and (g) of the Code.
F. Employee - Employee shall mean any officer or other key employee
(including an officer or other key employee who is also a director)
employed on a full-time basis by the Company or any present or future
Parent or Subsidiary or Affiliate.
G. ISO - An option granted under the Plan which constitutes an incentive
stock option within the meaning of Section 422 of the Code.
H. Non-Qualified Stock Option or NQSO - An option granted under the
Plan which does not qualify as an ISO.
I. Option - An option granted under the Plan which may be either an ISO
or a Non-Qualified Stock Option.
J. Option Agreement - The document setting forth the terms and
conditions of each Option.
K. Optionee - The holder of an Option.
L. Parent - Parent shall mean any present or future corporation as
defined in Subsections 424(e) and (g) of the Code.
M. Plan - Fidelity National Corporation 1997 Stock Option Plan, as
the same may be amended from time to time in accordance with the
terms hereof.
N. Shares - The shares of common stock of the Company, no par value,
subject to adjustment and substitution as provided in Paragraph V of
the Plan.
O. Subsidiary - Any present or future subsidiary of the Company as
defined in Subsections 424(f) and (g) of the Code.
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<PAGE> 13
III. ADMINISTRATION.
A. The Committee shall have full and complete authority in its sole
discretion, but subject to the express provisions of the Plan: to grant
Options; to determine the option price of the Shares covered by each Option; to
determine the Employees, consultants and employees of consultants of the
Company, of its Subsidiaries and of its Affiliates to whom, and the time or
times at which, Options shall be granted; to determine the number of Shares to
be covered by each Option; to interpret the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of each option grant and Option Agreement (which terms need not be
identical); to determine the vesting schedule of each Option (including the
acceleration thereof); to cancel and amend Options (with the consent of the
holder of the Option where required); to impose such conditions on the grant of
Options as it determines to be appropriate, including the surrender of
outstanding stock options issued under the Plan or any other stock option plan,
regardless of the option price; and to make all other determinations and rules
and take such other action deemed necessary or advisable for the administration
of the Plan. In addition, the Committee may extend the duration of any NQSO for
a period not to exceed one year subject to the provisions of Paragraph VI B
hereof without changing the option price upon such terms as the Committee may
deem advisable.
Each determination, interpretation, rule or other action made or taken
pursuant to the Plan by the Committee shall be final and conclusive for all
purposes and binding upon all persons, including, but without limitation
thereto, the Company, Subsidiaries, Affiliates, the Board of Directors, the
Committee, Optionees and Employees of the Company, its Subsidiaries and its
Affiliates and Optionees and their respective successors in interest.
B. The Committee shall consist of not less than two (2) directors. In the
event any class of equity security of the Company is registered pursuant to
Section 12 of the Securities Exchange Act of 1934 ("34 Act"), each member of
the Committee shall be a member of the Board of Directors who is not eligible
to participate under the Plan and who has not been granted or awarded equity
securities of the Company for at least one year prior to the time the director
becomes a member of the Committee or during such service on the Committee
pursuant to the Plan or any other "plan" within the meaning of Rule 16b-3
promulgated under the 34 Act, except as otherwise permitted under Rule 16b-3
(or any successor rule or regulation).
The Board of Directors may designate one (1) of the members of the
Committee as its chairperson and the Committee shall hold its meetings at such
times and places as it shall deem advisable. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members present at a meeting at which a quorum was present. Any
decision or determination reduced to writing and signed by all the members of
the Committee shall be effective as if it had been made by a vote at a meeting
duly called and held. The Committee shall keep minutes of its meetings and
shall make such rules and regulations for the conduct of its business as it
shall deem advisable.
C. No member of the Committee shall be liable for any action or
determination made in good faith with respect to the administration of the Plan
and the granting of Options thereunder.
IV. ELIGIBILITY AND LIMITATIONS.
Options may be granted only to Employees, consultants and employees of
consultants of the Company or of any Subsidiary or Parent or Affiliate. Persons
who are not Employees of the Company or of a Subsidiary or Parent will not be
eligible to receive an ISO. In determining the number of shares to be covered
by each Option, subject to Paragraph V hereof, and persons to whom Options
shall be granted, the Committee shall take into account such factors as it
shall deem relevant in connection with accomplishing the purpose of the Plan as
set forth in Paragraph I hereof. Any person who has been granted an Option may
be granted an additional Option or Options if the Committee shall so determine.
No ISO shall be granted to an individual who, at the time the ISO is granted,
owns (within the meaning of subsection 422(b)(6) of the Code) stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or of its Parent or any Subsidiary, unless, at the time the ISO is
granted, the option price is at least 110 percent (110%) of the fair market
value of the Shares subject to the ISO, and the ISO by its terms is not
exercisable after the expiration of five (5) years from the date the ISO is
granted.
An ISO granted to an Optionee in excess of the limitations set forth
in Subsection 422(d) of the Code for any calendar year shall be deemed to be a
Non-Qualified Stock Option.
Each Option must be granted prior to April 1, 2007.
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<PAGE> 14
V. AVAILABLE SHARES AND STOCK ADJUSTMENTS.
A. The total number of Shares that may be issued pursuant to Options
granted under the Plan shall not exceed 500,000 Shares of Common Stock, subject
to adjustment as set forth hereinafter. Shares subject to the Plan may be
either authorized but unissued Shares or Shares that were once issued and
subsequently reacquired by the Company. If any Option is surrendered before
exercise or lapses without exercise or for any other reason ceases to be
exercisable, the Shares reserved therefor shall continue to be available under
the Plan. The Company will reserve and keep available a sufficient number of
authorized but unissued Shares and/or treasury Shares to be issued upon the
exercise of the Options.
B. In the event of a stock split, reverse stock split, stock dividend, or
a reclassification of the Shares or other similar action by the Company, the
total number of Shares which may be issued under the Plan upon the exercise of
Options and the total number of Shares and/or the option price contained in any
outstanding Option pursuant to which Options were granted under the Plan, shall
be appropriately adjusted as determined by the Board of Directors in its sole
discretion. Any such adjustment in the number of Shares and/or option price of
an ISO shall be made in such manner as to not constitute a modification as
defined in Subsection 424(h)(3) of the Code and only to the extent permitted by
Sections 422 and 424 of the Code.
C. In the event of any merger or consolidation or other reorganization in
which the Company shall be the surviving entity and its shareholders retain all
of the Shares held immediately prior to such event and receive no securities or
other property, there shall be no change in the securities or the number of
Shares that the holder of the Option will be entitled to receive upon the
exercise of the Option or the option price, except as set forth in Paragraph V.
D. In the event of any merger or consolidation or other reorganization in
which the Company shall be the surviving entity and its shareholders have a
right to receive securities for or other property in addition to, the
outstanding Shares held, each holder of an outstanding Option shall be entitled
to receive, upon the exercise of the Option, in lieu of the number of Shares as
to which such holder of the Option would otherwise have been entitled to
receive upon the exercise of the Option immediately prior to such merger or
consolidation or other reorganization, the number and class of shares and other
securities and other property to which such holder of the Option would have
been entitled to receive (or retain) pursuant to the terms of the merger or
consolidation or other reorganization if, at the time of such merger or
consolidation or other reorganization, such holder of the Option had been the
holder of record of a number of Shares equal to the number of Shares to which
such Option is then being so exercised. Comparable rights shall accrue to each
holder of an Option in the event of successive mergers or consolidations or
other reorganizations.
E. In the event of any merger or consolidation or other reorganization,
in which the Company is not the surviving corporation and the shareholders of
the Company shall not receive any equity securities of the surviving entity (or
its Parent) for their Shares, except as hereinafter set forth, all Options
(whether or not vested in whole or in part) which have not been exercised prior
to or upon such event, shall terminate upon such event unless and to the extent
the Board of Directors shall have provided for the substitution of other
options for, or for the assumption by the surviving corporation (or its Parent)
of any unexercised Options then outstanding. Such action by the Board of
Directors may be taken with respect to ISOs only to the extent permitted by the
Code, including Sections 422 and 424. Except to the extent the Board of
Directors shall have provided for the substitution of other options for, or for
the assumption by another corporation of, any unexercised Options then
outstanding or shall have specifically otherwise provided as permitted by this
Subparagraph E., the Options which have not vested shall not become exercisable
upon such event and all outstanding Options shall expire upon such event.
F. In the event of any merger or consolidation or other reorganization in
which the Company is not the surviving entity and in which its shareholders
shall receive equity securities (regardless of whether they receive other
property) for their Shares, each holder of an outstanding Option shall be
entitled to receive, upon the exercise of the Option, in lieu of the number of
Shares as to which such holder of the Option would otherwise have been entitled
to receive upon the exercise of the Option immediately prior to such merger or
consolidation or other reorganization, the number and class of shares and other
securities and other property to which such holder of the Option would have
been entitled to receive pursuant to the terms of the merger or consolidation
or other reorganization if, at the time of such merger or consolidation or
other reorganization, such holder of the Option had been the holder of record
of a number of Shares equal to the number of Shares to which such Option is
then being so exercised. Comparable rights shall accrue to each holder of an
Option in the event of successive mergers or consolidations or reorganizations.
G. Upon the dissolution or liquidation of the Company, all Options,
whether or not vested in whole or in part, which have not been exercised prior
to such event shall terminate upon such event.
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<PAGE> 15
H. Any adjustments pursuant to this Paragraph V may provide for the
elimination of any fractional interest which might otherwise become subject to
an Option, with or without consideration, as determined by the Board of
Directors.
VI. OPTION TERMS.
The Options will be granted under terms and conditions set forth in a
written instrument as determined by the Committee from time to time. The
Options will include (but not by way of limitation) the following:
A. Price and Payment - The purchase price of each Share covered by each
Option as determined by the Committee. The purchase price of each Share covered
by an Option shall not be less than the fair market value of a Share at the
time of the granting of the Option. The fair market value of a Share shall be
determined without regard to any restriction other than restrictions which by
their terms will never lapse. The purchase price of the Shares to which an
Option shall be exercised shall be paid in full at the time of the exercise in
cash or by check, subject to collection. The Committee may also provide that
the purchase price may be paid in whole or in part by assigning to the Company
a number of Shares having a fair market value, determined as of the date the
Option is exercised, equal to the amount of the purchase price for the Shares
being acquired upon the exercise of the Option which the Committee permits to
be paid by the assigning of Shares to the Company. In such event, the Committee
may, in its sole discretion, require certain representations and other
conditions precedent to the acceptance of the Shares from the Optionee.
B. Duration - The duration of the Options shall be as determined by the
Committee, but in no event shall an Option granted hereunder be exercisable
after the earliest of any of the following dates: (i) the expiration of ten
(10) years from the date the Option is granted; (ii) one (1) year after the
cessation of employment or engagement, as the case may be, of the holder of the
Option with the Company, any Subsidiary, or the Parent or Affiliate, except in
the event of termination of such employment or engagement, as the case may be,
by reason of disability, death or retirement; (iii) two (2) years after the
cessation of such employment or engagement, as the case may be, in the event of
termination of employment or engagement, as the case may be, due to death,
disability (within the meaning of Subsection 422(c)(6) of the Code) or
retirement. The Committee's determination as to whether such employment,
engagement or election of an Optionee has ceased and the effective date thereof
shall be final and conclusive on all persons affected thereby. Whether military
or other government or eleemosynary service or other leave of absence will
constitute termination of such employment or engagement shall be determined in
each case by the Committee in its sole discretion.
C. Non-transferability - ISOs granted under the Plan shall not be
transferable otherwise than by will or the laws of descent and distribution or
as otherwise permitted pursuant to Subsection 424(c)(4) of the Code (or any
successor provision). ISOs may be exercised during the lifetime of the Optionee
only by the Optionee personally or by the Optionee's legal representative.
D. Exercise of Option - Options granted hereunder shall be exercisable
in whole or in part as determined by the Committee.
E. Conditions to Exercise of Options - Shares shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery
of such Shares shall comply with (or be exempt from) all relevant provisions of
law, including, without limitation, the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, any applicable state securities
law, and the requirements of any stock exchange or national market system on
which the Shares may then be listed. If the issuance or transfer of Shares to
be issued or issued pursuant to any Option granted under the Plan may in the
opinion of counsel to the Company conflict or be inconsistent with or not be
permitted under any applicable law or regulation of any governmental agency
having jurisdiction, including, without limitation, regulations promulgated
pursuant to federal and state securities laws, the Company reserves the right
to delay the issuance of the Shares upon the exercise of an Option and such
delay shall be without liability to or other obligation of the Company. The
Company shall have no obligation hereunder to file registration statements or
other reports or notices or obtain any license or permit or exemption under any
federal or state law with respect to the grant of an Option or the issuance of
Shares upon the exercise of an Option or the transfer of such Shares at any
time thereafter. The Board of Directors or Committee may require that the
holder of an Option, as a condition to each exercise of the Option in whole or
in part, to represent to the Company in writing that the Shares to be acquired
upon the exercise of the Option are to be acquired by the holder of the Option
for investment purposes only, for such person's own account, and not with a
view to distribution and make such other representations as counsel to the
Company may reasonably request to assure the availability of an exemption from
or compliance with the registration, notice, reporting or permitting
requirements of applicable federal or state securities laws. The Option may
also set forth such other terms and conditions relating to the non-registration
or qualification of the Shares or the issuance of the Shares by the Company or
the transfer of the Shares by the Optionee under the federal and state
securities laws, as the Board of Directors or Committee may prescribe. Such
representations and other terms and conditions shall continue in effect as long
as counsel to the Company may reasonably request.
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<PAGE> 16
F. Disposition of Shares - In the event the disposition of Shares acquired
upon the exercise of any Option is not covered by a then current registration
statement under the Securities Act of 1933, as amended, and under applicable
state securities laws, the Shares so purchased shall be restricted against
transfer to the extent and for as long as required by such laws and regulations
promulgated thereunder or until, and as long as, the Shares are covered by
applicable registration statements filed by the Company in its sole discretion.
G. Tax Withholdings - The Company, in its sole discretion and on terms it
shall determine, may withhold, or may grant to an Optionee the right to elect
to have withheld, Shares having a fair market value not in excess of the amount
necessary to satisfy the withholding tax obligations of the Optionee, in whole
or in part, relating to the exercise of the Option. In the event any class of
equity security of the Company is registered pursuant to Section 12 of the 34
Act, any election granted to an executive officer (as defined pursuant to rules
promulgated under the 1934 Act) of the Parent shall only be made during the
period set forth in Rule 16b-3 promulgated under the 1934 Act (or any successor
rule or regulation), if any. The Optionee shall also pay in cash to the Company
any amount required under the Code and other applicable statute or regulation
to be withheld upon the exercise of an Option.
VII. EXERCISE.
An Option granted hereunder shall be exercisable in whole or in part
only by written notice delivered in person or by mail to the President of the
Company or such other officer designated by the President, at its principal
executive office, specifying the number of Shares to be purchased and
accompanied by payment therefor and other consideration in accordance with the
Option. The holder of an Option shall not be deemed to be a holder of any
Shares subject to any Option and shall not be entitled to the rights of a
holder of any Shares, including the right to vote the Shares and to receive
dividends, unless and until such Shares have been issued.
VIII. TERMINATION AND AMENDMENT.
The Board of Directors may at any time terminate the Plan, or make
such amendments thereto or modifications thereof as it shall deem advisable,
including amendments deemed necessary or desirable to conform any ISO to any
change in the Code or regulations thereto; provided, however, that the Board of
Directors may not, without further approval by the shareholders of the Company,
increase the maximum number of Shares for which Options may be granted under
the Plan or change the designation of the class of employees and other persons
eligible to receive Options. No termination, modification or amendment of the
Plan shall, without the consent of the Optionee to whom an Option shall
theretofore have been granted, adversely affect the rights of such Optionee
under such Option without the written consent of such Optionee.
IX. MISCELLANEOUS.
A. Applicable Law. The Plan shall be governed and construed in
accordance with the laws of the State of Georgia.
B. Employee/Employer Rights. The granting of Options hereunder shall be
entirely discretionary and nothing in the Plan shall be deemed to give any
person any right of continued employment, engagement or officership, as the
case may be, or give any person any right to receive Options or additional
Options hereunder or interfere in any way with the right of the Company, its
Parent or Subsidiary to terminate the Optionee's employment, engagement or
election, as the case may be, for any reason or the right of the Optionee to
terminate his/her employment, engagement, or officership, as the case may be,
for any reason.
C. ISO Grants. The Plan is intended to provide in part for the grant of
ISOs pursuant to Section 422 of the Code, including amendments thereto
hereafter adopted, and the provisions of the Plan as they relate to ISOs and
the ISOs granted shall be construed to effectuate such purpose. If for any
reason it is subsequently determined that an Option intended to qualify as an
ISO does not so qualify, the Company, Parent and Subsidiary shall have no
liability to the Optionee and such Options shall be deemed to be Non-Qualified
Stock Options.
X. EFFECTIVE DATE.
The Plan shall become effective on the date of its adoption by the
Board of Directors subject to the approval of the Plan by the shareholders of
the Company within twelve (12) months after the date of its adoption. The date
of granting of an Option shall be the date on which the Committee makes the
determination of granting such Option or such later date as designated by the
Committee.
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APPENDIX A
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 1997 ANNUAL MEETING
OF SHAREHOLDERS
The undersigned hereby appoints James W. Anderson Jr. and R. Phillip Shinall
III, or either of them with power of substitution to each, the proxies of the
undersigned to vote all of the shares of Common Stock owned of record by the
undersigned of the Annual Meeting of Shareholders of Fidelity National
Corporation to be held on May 15, 1997, or any adjournment thereof as herein
specified and in accordance with their best judgment with respect to any other
matters that may properly come before the meeting.
<TABLE>
<S> <C> <C> <C>
Item 1. Election of Directors [ ] FOR all nominees [ ] WITHHOLD AUTHORITY for all nominees
</TABLE>
Nominees: James B. Miller, Jr.; James W. Anderson, Jr.; Dr. Edward G.
Bowen; Dr. Marvin C. Goldstein; Dr. Manning M. Pattillo, Jr.; Robert J.
Rutland; W. Clyde Shepherd, Jr.; Phillip Shinall III; Rankin Smith, Jr.;
Felker W. Ward, Jr.
(Instruction: To withhold authority to vote for any individual
nominee, write the nominee's name on the space provided)
-----------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Item 2. Approval of the 1997 Stock Option Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2 UNLESS INSTRUCTIONS TO THE
CONTRARY ARE INDICATED IN THE SPACE PROVIDED.
Please sign this Proxy exactly as name appears on the Proxy:
- -----------------------------------------------------------
Date: _______________________________________________, 1997
Note: When signing as an attorney, trustee, administrator or guardian, please
give your title as such.
