FIRST GEORGIA HOLDING, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 21, 1997
The undersigned shareholder of First Georgia Holding, Inc. (the "Company")
hereby appoints D. Lamont Shell and J.D. Moore as proxies with full power of
substitution, acting by majority or by any of them if only one be present an
d acting, to vote all shares of common stock of the Company which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders (the "Meeting") to be held at the main offices of
First Georgia Bank, at 1703 Gloucester Street, Brunswick, Georgia on Tuesday,
January 21, 1997 at 5:00 P.M. Eastern Standard Time, and at any adjournments
thereof, upon the proposals described in the accompanying Notice of the
Annual Meeting and the Proxy Statement relating to the Meeting (the "Proxy
Statement"), receipt of which is hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS.
PROPOSAL: Election of Directors
__________FOR all nominees listed _________WITHHOLD AUTHORITY
below (except as marked to To vote for all
to the contrary below) nominees listed below
INSTRUCTION: To withhold authority to vote for any individual
nominee strike a line through the nominee's name in the list below.
HENRY S. BISHOP HUBERT W. LANG, JR E. RAYMOND MOCK, JR.
PROPOSAL: To ratify the appointment of KPMG Peat Marwick LLP as the Company's
and Bank's independent auditors for the fiscal year ending
September 30, 1997.
__________FOR _________AGAINST ______ABSTAIN
This Proxy will be voted as directed, but if no direction to the contrary is
indicated, it will be voted FOR the proposals. Discretionary authority is
hereby conferred as to all other matters which may come before the Meeting.
Dated: ________, 1997
___________________________
Signature of Shareholder
____________________________
Additional signature (if held jointly)
If stock is held in the name of more than one person, all holders should
sign. Signatures should correspond exactly with the name or names appearing
on the stock certificate(s). When signing as attorney, executor,
administrator, trustee, guardian, or custodian please indicate the capacity
in which you are acting. Please mark, date and sign the Proxy, then return
it in the enclosed return-addressed envelope. No postage is necessary.
PLEASE RETURN PROXY BY JANUARY 15, 1997
<PAGE>
FIRST GEORGIA HOLDING, INC.
1703 Gloucester Street
Brunswick, Georgia 31520
(912) 267-7283
December 28, 1996
To the Shareholders of FIRST GEORGIA HOLDING, INC.:
You are cordially invited to attend the Annual Meeting of Shareholders of
First Georgia Holding, Inc. (the "Company") to be held on January 21, 1997
at the main office of First Georgia Bank, F.S.B. at 1703 Gloucester Street,
Brunswick, Georgia. Enclosed is the Official Notice of the Annual Meeting,
the Proxy Statement of management of the Company, and the Company's 1996
Annual Report.
The principal business of the meeting will be (a) to elect the Company's
Class II Directors to serve a term of three years, and (b) to ratify the
appointment of KPMG Peat Marwick LLP as independent auditors for the Company
and the Bank. We will also review the operations of the Company and the Bank
for the past year.
Whether or not you plan to attend the meeting, please mark, date and sign
the enclosed form of proxy, and return it to the Company in the envelope
provided as soon as possible.
Very truly yours,
HENRY S. BISHOP
Henry S. Bishop
President
<PAGE>
FIRST GEORGIA HOLDING, INC.
1703 Gloucester Street
Brunswick, Georgia 31520
(912) 267-7283
NOTICE OF ANNUAL MEETING
To be Held on January 21, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of First
Georgia Holding, Inc. (the "Company") will be held on January 21, 1997 at
5:00 p.m. Eastern Standard Time at the main office of First Georgia Bank,
F.S.B. (the "Bank") at 1703 Gloucester Street, Brunswick, Georgia, for the
following purposes, all of which are more completely set forth in the
accompanying Proxy Statement:
(1) To elect the Class II Directors to serve a term of three years.
(2) To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors for the Company and the Bank for the fiscal year ending
September 30, 1997.
(3) To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on December 1, 1996
as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting.
All shareholders are requested to mark, date, sign and return the enclosed
form of proxy as soon as possible. If you attend the meeting and wish to
vote your shares in person, you may do so at any time before the proxy is
exercised.
BY ORDER OF THE BOARD OF DIRECTORS
Henry S. Bishop
President
<PAGE>
FIRST GEORGIA HOLDING, INC.
1703 Gloucester Street
Brunswick, Georgia 31520
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Georgia Holding, Inc. (the
"Company"), for use at the annual meeting of shareholders to be held on
January 21, 1997, at the main office of First Georgia Bank, F.S.B. (the
"Bank") at 1703 Gloucester Street, Brunswick, Georgia, and at any adjournments
thereof.
This Proxy Statement and the form of proxy were first mailed to shareholders
on or about December 28, 1996. If the enclosed form of proxy is properly
executed, returned and not revoked, it will be voted in accordance with
specifications made by the shareholder. If the form of proxy is signed and
returned, but specifications are not made, the proxy will be voted FOR the
election of directors and FOR the ratification of KPMG Peat Marwick LLP as
independent auditors for the Company and the Bank.
Shareholders who sign proxies have the right to revoke them at any time
before they are voted by delivering to G.F. Coolidge, III, Secretary of the
Company, at the Company's office, either an instrument revoking the proxy,
a duly executed proxy bearing a later date, or by attending the meeting and
voting in person.
VOTING AT THE ANNUAL MEETING
The close of business on December 1, 1996, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote
at the meeting. As of the close of business on the record date, the Company
had 10,000,000 shares of common stock, $1.00 par value (the "Stock")
authorized, of which 2, 034,962 shares were issued and outstanding. Each such
share is entitled to one vote on matters to be presented at the meeting.
ELECTION OF DIRECTORS
General
Pursuant to the Company's Articles of Incorporation, its Board of
Directors is divided into three classes: Class I, Class II and Class III.
The terms of Directors in the second Class (II) expire at the 1997 Annual
Meeting; the terms of Directors in the third Class (III) expire at the 1998
Annual Meeting; and the terms of Directors in the first Class (I) expire at
the 1999 Annual Meeting. At each Annual Meeting of shareholders, Directors
elected to succeed those in the Class whose terms then expire are elected
for three-year terms so that the term of office of one class of Directors
expires each year.
The Board of Directors proposes that Henry S. Bishop, Hubert W. Lang, Jr.,
and E. Raymond Mock, Jr. be elected as Class II Directors to serve a term of
three years.
<PAGE>
The following table set forth on the following page shows for each Director
(a) his class and term of office, (b) his name, his age at December 31, 1996,
(d) the year he was first elected as a Director of the Company, (e) any
positions held by him with the Company or the Bank other than as a Director,
and (f) his business experience for the last five years:
Class I
Term to Expire at the 1999 Annual Meeting
------------------------------------------
Positions with
Year First Company and
Name Age Elected Business Experience
- ------------ --- ----------- -------------------
B.W. Bowie* 68 1994 Retired Senior Vice
President, General
Manager and Director
of Federal Paper Board
Board Co., Montvale,
New Jersey (a company
which manufactures
paper products)
Terry K.
Driggers 42 1995 President, Driggers
Construction Company
(a commercial
construction company)
Roy K. Hodnett 76 1995 President, T.H.E.
Management Co. The
Island Inn
(a real estate
management company
and hotel)
- ---------------------------
* Mr. Bowie is also a director of Gravure
Packing Company.
Class II
Term to Expire at the 1997 Annual Meeting
------------------------------------------
Positions with
Year First Company and
Name Age Elected Business Experience
- ------------ --- ----------- -------------------
Henry S. Bishop 54 1988 President of Company;
President and Chief
Executive Officer
of Bank
Hubert W. Lang, Jr. 72 1988 President and Manager,
Lang Planing Mill, Inc.
(a retail building
supply
company)
E. Raymond Mock, Jr. 63 1988 President,
Mock Enterprises,
Inc., Rayette Foods,
Inc., and KTP, Inc.
(general
merchandising and
grocery business)
<PAGE>
Class III
Term to Expire at the 1998 Annual Meeting
------------------------------------------
Positions with
Year First Company and
Name Age Elected Business Experience
- ------------ --- ----------- -------------------
James D. Moore 62 1988 President, J. D. Moore,
Inc. (a petroleum jobber)
D. Lamont Shell 64 1994 President, Glynn Electric
Supply company (a
wholesale electrical
supply company)
Meetings and Committees
During the year ended September 30, 1996, the Board of Directors of the
Company held four (4) meetings. During the same period, the Board of Directors
of the Bank held twelve (12) meetings. During his term as a director during
1996, each director attended at least 75% of the aggregate of (a) the total
number of meetings of the Boards of Directors of the Company and the Bank,
and (b) the total number of meetings held by Committees of which he was a
member.
The Board of Directors of the Company has not established any standing
committees. The Board of Directors of the Bank, however, has established
various standing committees, including an Audit Committee and a Compensation
Committee.
The Audit Committee's functions include (a) providing assistance to the
Board of Directors in fulfilling its responsibilities for examinations of
the Company and the Bank by regulatory agencies and independent auditors,
(b) determining that the Company and the Bank have adequate administrative,
operating and internal accounting controls and that they are operating in
accordance with prescribed procedures, and serving as an independent party
in the review of the financial information of the Company and the Bank prior
to its distribution to the Company's shareholders and the public. The
current members of the Audit Committee are James D. Moore, Raymond Mock, Jr.
and D. Lamont Shell. The Audit Committee meetings are called by the Audit
Committee Chairman or the Company's internal auditor. During 1996, the
Audit Committee met four (4) times.
The Compensation Committee's functions are to review the compensation of
all employees and make its recommendations regarding compensation to the
full Board of Directors. The Board of Directors also awards discretionary
bonuses to employees generally at the end of the Bank's fiscal year based
on the Bank's performance for the year and the recommendation of the
Compensation Committee. The current members of the Compensation Committee
are James D. Moore and E. Raymond Mock, Jr. The Compensation Committee
meetings are called by the Compensation Committee Chairman or the President
of the Bank. During fiscal year 1996, the Compensation Committee did not
meet.
<PAGE>
The Bank does not currently have a standing nominating committee.
<PAGE>
OWNERSHIP OF STOCK
Principal Holders of Stock
On December 1, 1996, the Company had 2,034,962 shares of Stock outstanding
which were held by 263 shareholders of record. The following table sets
forth the persons who beneficially owned, as of December 1, 1996, more than
5% of the outstanding shares of Stock to the best information and knowledge
of the Company. Unless otherwise indicated, each person is the record owner
of and has sole voting and investment powers over his shares.
Name and address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership of Total(1)
- -------------------- ---------------------- --------------
Henry S. Bishop 390,753 (2) 16.70%
1703 Gloucester Street
Brunswick, Georgia 31520
James A. Bishop 191,699 (3) 8.20%
P. O. Box 1396
Brunswick, Georgia 31520
Roy K. Hodnett 197,616 (4) 8.45%
Box 1
St. Simons Island, Georgia 31522
- ---------------------------------
(1) Percentages are calculated assuming the exercise of options to purchase
an aggregate of 304,274 shares, resulting in total outstanding shares
of 2,339,236.
(2) Consists of 153,981 shares held of record by Mr. Bishop and an aggregate
of 236,772 shares subject to presently exercisable options.
(3) Consists of 104,512 shares held of record by Mr. Bishop, 37,125 shares
held of record by Mr. Bishop's spouse, 1,687 shares held of record
by their minor child, and 48,375 shares held of record by James A.
Bishop Trustee James A. Bishop a Professional Corporation Target Benefit
Pension Plan dated 11/15/81.
(4) Consists of 165,393 shares held of record by Mr. Hodnett, 13,500 shares
held of record by Mr. Hodnett's spouse, 13,218 held of record by
Synovus as Trustee for Mr. Hodnett's IRA/HR10 accounts, and 5,505 held
of record by Synovus as Trustee for Mr. Hodnett's spouse's IRA.
<PAGE>
Stock Owned by Management
The following table sets forth the number and percentage ownership of
shares of Stock beneficially owned by each existing Director of the Company
and by all Directors and executive officers of the Company as a group as of
December 1, 1996. Unless otherwise indicated, each person is the record owner
of and has sole voting and investment powers over his or her shares.
Amount and Nature of Percentage
Name of Director Beneficial Ownership of Total(1)
- ------------------------ --------------------- -------------
Henry S. Bishop 390,753(2) 16.70%
1703 Gloucester Street
Brunswick, Georgia 31521
B.W. Bowie 103,687(3) 4.43%
16 Kings Way
St. Simons Island, GA
31522
Terry K. Driggers 10,000 *
112 River Way
Brunswick, GA 31520
Roy K. Hodnett 197,616 (4) 8.45%
520 Ocean Blvd.
St. Simons Island, GA
31522
Hubert W. Lang, Jr. 12,600 *
P.O. Box 1659
Brunswick, GA 31521
E. Raymond Mock, Jr. 22,625(5) *
4003 Riverside Drive
Brunswick, GA 31520
James D. Moore 19,125 *
P.O. Box 1078
Brunswick, GA 31521
D. Lamont Shell 2,700 *
P.O. Box 1279
Brunswick, GA 31521
All Directors and
Executive Officers as a
Group (9 persons, all of 801,773(6) 34.28%
whom are also shareholders)
- -----------------------------
* Owns less than one percent of outstanding shares.
<PAGE>
(1) Percentages are calculated assuming the exercise of options to purchase
an aggregate of 304,274 shares, resulting in total outstanding shares of
2,339,236.
(2) Consists of 153,981 shares held of record by Mr. Bishop and an aggregate
of 236,772 shares subject to presently exercisable options.
(3) Consists of 102,000 shares held of record by Mr. Bowie and 1,687 shares
held of record by his minor child.
(4) Consists of 165,393 shares held of record by Mr. Hodnett, 13,500 shares
held of record by Mr. Hodnett's spouse, 13,218 held of record by Synovus as
Trustee for Mr. Hodnett's IRA/HR10 accounts, and 5,505 held of record by
Synovus as Trustee for Mr. Hodnett's spouse's IRA.
(5) Consists of (a) 16,875 shares held of record by Mr. Mock and (b) 5,750
shares held of record by Sandy Foods, Inc., as to which Mr. Mock shares
voting and investment powers.
(6) Includes an aggregate of 281,772 shares subject to presently exercisable
options.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
To the Company's knowledge, its directors, executive officers, and greater
than 10% of shareholders complied during 1996 with all applicable Section
16(a) filing requirements.
EXECUTIVE OFFICERS
The table set forth below shows for each executive officer of the Company
(a) the person's name, (b) his age at December 31, 1996, the year he was
first elected as an officer of the Company (which was organized in 1988),
and (d) his present positions with the Company and the Bank and other business
experience for the past five years if he has been employed by the Company or
the Bank for less than five years.
Position with the
Company and the Bank; Year First
Name Age Business Experience Elected
- ----------------- ----- ------------------------ ------------
Henry S. Bishop 54 President, Chief Executive 1988
Officer and Director of the
Company and the Bank
G. F. Coolidge III 47 Secretary/Treasurer of 1991
the Company; Senior Vice
President and Chief Financial
Officer of the Bank
<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table sets forth the total compensation paid to each executive
officer where cash compensation exceeded $100,000 in fiscal 1996.
Summary Compensation Table
Annual
Compensation
Name & -------------
Principal All Other
Position Year Salary Bonus Compensation
- ----------- ---- ------- ----- -------------
Henry S. Bishop
Chief Executive 1996 $150,000 $19,413 $2,400(1)
Officer
1995 $150,000 $19,413 $2,280(1)
1994 $150,000 $17,045 $2,370(1)
- ----------------------
(1) Consists of contributions by the Bank to the 401(k) account of Mr. Bishop.
The following table contains, with respect to the person named in the
Summary Compensation Table, information concerning the number of stock options
held, the number currently exercisable, and the value of the exercisable
options. Based on the limited trading information available to the Company,
the per share fair market value of stock at September 30, 1996 ($6.50) exceeded
the per share exercise price of the listed options ($2.44 and $4.77) by
$4.06 and $1.73, respectively.
Fiscal Year End Option Values
Value of Unexercised
Number of Unexercised In-the-Money Options
Name Options at 9/30/96 At 9/30/96(1)
---- ----------------------- ---------------------
Exercisable/Unexercisable Exercisable/Unexercisable
Henry S. Bishop 236,772/ -0- $611,794/ -0-
- -----------------------------
(1) Calculated by subtracting the exercise price from the market value of
the Stock at September 30, 1996 and multiplying the resulting figure by the
number of shares subject to in-the-money options.
<PAGE>
Mr. Bishop received certain other benefits from the Bank. The total value
of the benefits was less than 10% of his annual salary and bonus.
<PAGE>
Compensation of Directors
The Bank pays each director $500 per Board meeting for his service as a
Bank Director and $100 per Bank Committee meeting attended. Directors of the
Company are not separately compensated for their service as Directors of the
Company nor for their service as members of committees. Mr. Bishop received
$6,000 in Director's fees during fiscal 1996.
Certain Other Transactions
The Company's directors, executive officers and principal shareholders,
together with their immediate family members and the companies associated
with them, have engaged in banking transactions with the Bank and are
expected to continue such relationships in the future. In the opinion of
management, the extensions of credit made by the Bank to such individuals
since October 1, 1995 (a) were made in the ordinary course of business,
(b) were made on substantially the same terms, including interest rate,
collateral and repayment terms, as those prevailing at the time for
comparable transactions with other persons, and did not involve more than
a normal risk of collectibility or present other unfavorable features.
James A. Bishop, an attorney and a principal shareholder of the Company,
and Henry S. Bishop, President of the Company, are brothers. For the year
ended September 30, 1996, the Bishop Law Firm received legal fees of $37,092
from the Company or the Bank for general representation. During the same
period, such law firm also received legal fees of $17,999 for representing
the Bank in loan transactions in which its fees were paid by third party
borrowers.
SHAREHOLDER PROPOSALS
Any proposal which an eligible shareholder wishes to have presented at the
next annual meeting of shareholders, expected to be held in January, 1998,
must be received at the main office of the Company, 1703 Gloucester Street,
Brunswick, Georgia 31520, no later than September 1, 1997. If such proposal
is in compliance with all of the requirements of Rule 14a-8 of the Securities
Exchange Act of 1934, as amended, it will be included in the Proxy Statement
and set forth on the form of proxy issued for the next annual meeting of
shareholders. It is suggested that any such proposals be sent by certified
mail, return receipt requested.
ACCOUNTING MATTERS
KPMG Peat Marwick, LLP, Atlanta, Georgia, independent certified public
accountants, audited the financial statements of and provided various services
to the Company and the Bank as of and for the year ended September 30, 1996.
A representative of KPMG Peat Marwick LLP is expected to be present at the
meeting to respond to any appropriate questions and to make a statement if
the representative desires to do so.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters which may
be brought before the Annual Meeting. If, however, any matter other than the
election of directors and ratification of the appointment of the auditors, or
any matters incident thereto should properly come before the Annual Meeting,
votes will be cast pursuant to the proxies in accordance with the best
judgment of the proxy holders.
EXPENSES AND SOLICITATION OF PROXIES
All expenses of the proxy solicitation will be paid directly or indirectly
by the Company. In addition to solicitation by mail, certain directors,
officers and regular employees of the Company and the Bank may solicit
proxies by telephone, telegram or personal interview for which they will
receive no compensation in addition to their regular salaries. The Company
may request brokerage houses and custodians, nominees and fiduciaries to
forward soliciting material to the beneficial owners of the Stock held of
record by such persons, and if requested will reimburse them for their
reasonable out-of-pocket expenses in connection therewith.
AVAILABLE INFORMATION
Shareholders may obtain, without charge, a copy of the 1996 Annual Report
on Form 10-KSB of the Company. Written requests should be addressed to:
Eli D. Mullis
First Georgia Holding, Inc.
P.O. Box 2257
Brunswick, GA 31521
