FIRST GEORGIA HOLDING, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 20, 1998
The undersigned shareholder of First Georgia Holding, Inc. (the "Company")
hereby appoints B.W. Bowie, Terry K. Driggers, and Roy K. Hodnett as proxies
with full power of substitution, acting by majority or by any of them if only
one be present and 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 20, 1998 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.
JAMES D. MOORE D. LAMONT SHELL M. FRANK DeLOACH, III
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: ________, 1998
___________________________
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, 1998
<PAGE>
FIRST GEORGIA HOLDING, INC.
1703 Gloucester Street
Brunswick, Georgia 31520
(912) 267-7283
December 19, 1997
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 20, 1998 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 1997 Annual Report.
The principal business of the meeting will be to elect the Company's
Class III Directors to serve a term of three years. 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
Chairman
<PAGE>
FIRST GEORGIA HOLDING, INC.
1703 Gloucester Street
Brunswick, Georgia 31520
(912) 267-7283
NOTICE OF ANNUAL MEETING
To be Held on January 20, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of First Georgia Holding, Inc. (the "Company") will be held on
January 20, 1998 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 III Directors to serve a term of three years.
(2) 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,
1997 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
Henry S. Bishop
Chairman
<PAGE>
1
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 20, 1998, 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 19, 1997. 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.
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, 1997, 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 3,052,319 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 third Class (III) expire at the 1998 Annual Meeting;
the terms of Directors in the first Class (I) expire at the 1999 Annual Meeting;
and the terms of Directors in the second Class (II) expire at the 2000 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 James D. Moore, D. Lamont
Shell, and M. Frank Deloach III be elected as Class III Directors to serve a
term of three years.
<PAGE>
2
The following table set forth on the following page shows for each Director (a)
his class and term of office, (b) his name, (c) his age at December 31, 1997,(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
-----------------------------------------
Year First Positions With Company
Name Age Elected and Business Experience
- ------------ ----- ------------ -------------------------
B. W. Bowie* 69 1994 Retired Senior Vice President,
General Manager and Director of
Federal Paperboard Company,
Nontvale, New Jersey (a company
which manufactures paper products)
Terry K. Driggers 43 1995 President, Driggers Construction
Company (a commercial construction
company)
Roy K. Hodnett 77 1995 President, T.H.E. Management
Company, 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 1999 Annual Meeting
-----------------------------------------
Year First Positions With Company
Name Age Elected and Business Experience
- ------------ ----- ------------ -------------------------
Henry S. Bishop 55 1988 Chairman of the Board; President
of the Company; President and CEO
of the Bank
Hubert W. Lang 73 1988 President and Manager, Lang
Planing Mill, Inc. (a retail
building supply company)
E. Raymond Mock 64 1988 President Mock Enterprises, Inc.,
Rayette Foods, Inc., and KTP, Inc.
(general merchandising and grocery
business)
<PAGE> 3
Class III
Term to Expire at the 1999 Annual Meeting
-----------------------------------------
Year First Positions With Company
Name Age Elected and Business Experience
- ------------ ----- ------------ -------------------------
James D. Moore 63 1988 President, J.D. Moore, Inc. (A
petroleum jobber)
D. Lamont Shell 65 1994 President, Glynn Electric Supply
company (a wholesale electrical
supply company)
M. Frank
DeLoach, III 38 1997 Partner, Culver & DeLoach (a real
estate development company);
Partner, North End Partners (a
real estate development company);
Director, Kids Way Inc. (a
business training company for
young people)
Meetings and Committees
- -----------------------
During the year ended September 30, 1997, the Board of Directors of
the Company held three (3) meetings. During the same period, the Board of
Directors of the Bank held twelve (12) meetings. During his term as a director
during 1997, 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 (c) 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 Terry Driggers, 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 1997, 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 B.W. Bowie, Roy Hodnett, 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 1997, the Compensation Committee did not meet.
The Bank does not currently have a standing nominating committee.
<PAGE>
4
OWNERSHIP OF STOCK
Principal Holders of Stock
- --------------------------
On December 1, 1997, the Company had 3,052,319 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, 1997,
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 of
Beneficial Owner Beneficial Ownership of Total(1)
- -------------------- -------------------- --------------
Henry S. Bishop 586,129 (2) 16.70%
1703 Gloucester Street
Brunswick, Georgia 31520
James A. Bishop 287,548 (3) 8.20%
P. O. Box 1396
Brunswick, Georgia 31520
Roy K. Hodnett 303,254 (4) 8.64%
Box 1
St. Simons Island, Georgia 31522
(1) Percentages are calculated assuming the exercise of options to
purchase an aggregate of 456,408 shares, resulting in total outstanding shares
of 3,508,727.
(2) Consists of 230,971 shares held of record by Mr. Bishop and an
aggregate of 355,158 shares subject to presently exercisable options.
(3) Consists of 156,768 shares held of record by Mr. Bishop, 55,687
shares held of record by Mr. Bishop's spouse, 2,530 shares held of record
by their minor child, and 72,563 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 234,321 shares held of record by Mr. Hodnett, 20,632
shares held of record by Mr. Hodnett's spouse, 19,045 held of record by
Synovus as Trustee for Mr. Hodnett's IRA/HR10 accounts, 21,381 held in a
joint family trust, and 7,875 held of record by Synovus as Trustee for Mr.
Hodnett's spouse's IRA.
<PAGE>
5
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, 1997. 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 of
Name of Director Beneficial Ownership Total(1)
- ---------------------- ---------------------- --------------
Henry S. Bishop 586,129 (2) 16.70%
1703 Gloucester Street
Brunswick, Georgia 31521
B.W. Bowie 162,592 (3) 4.63%
16 Kings Way
St. Simons Island, GA 31522
M. Frank DeLoach III 1,000 0.03%
110 Harrison Pointe Dr.
St. Simons Island, GA 31522
Terry K. Driggers 21,750 0.62%
112 River Way
Brunswick, GA 31520
Roy K. Hodnett 303,254 (4) 8.64%
520 Ocean Blvd.
St. Simons Island, GA
31522
Hubert W. Lang, Jr. 18,900 0.54%
P.O. Box 1659
Brunswick, GA 31521
E. Raymond Mock, Jr. 23,312 0.72%
4003 Riverside Drive
Brunswick, GA 31520
James D. Moore 28,687 0.82%
P.O. Box 1078
Brunswick, GA 31521
D. Lamont Shell 4,050 0.12%
P.O. Box 1279
Brunswick, GA 31521
All Directors and Executive
Officers as a Group (10 persons,
all of whom are also shareholders) 1,226,084 (5) 34.94%
<PAGE>
6
(1) Percentages are calculated assuming the exercise of options to
purchase an aggregate of 456,408 shares, resulting in total outstanding shares
of 3,508,727.
(2) Consists of 230,971 shares held of record by Mr. Bishop and an
aggregate of 355,158 shares subject to presently exercisable
options.
(3) Consists of 160,062 shares held of record by Mr. Bowie and 2,530
shares held of record by his minor child.
(4) Consists of 234,321 shares held of record by Mr. Hodnett, 20,632
shares held of record by Mr. Hodnett's spouse, 19,045 held of record by
Synovus as Trustee for Mr. Hodnett's IRA/HR10 accounts, 21,381 held in a
joint family trust, and 7,875 held of record by Synovus as Trustee for Mr.
Hodnett's spouse's IRA.
(5) Includes an aggregate of 456,408 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 1997 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, 1997, (c) 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 Year First
Name Age and the Bank Elected
- -------------- ---- --------------------------- -----------
Henry S. Bishop 55 Chairman of the Board, 1988
President and Chief Executive
Officer of the Company and the
Bank
G. F.
Coolidge III 48 Secretary/Treasurer of the Company 1991
Executive Vice President and Chief
Financial Officer of the Bank
<PAGE>
7
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 1997.
Summary Compensation Table
--------------------------
Annual Compensation
Name & Principal ------------------- All Other
Position Year Salary Bonus Compensation
- ----------------- ------ -------- --------- ----------------
Henry S. Bishop 1997 $158,906 $19,413 $2,375 (1)
Chief Executive
Officer
1996 $150,000 $19,413 $2,400 (1)
1995 $150,000 $19,413 $2,280 (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, 1997 ($9.00) exceeded
the per share exercise price of the listed options ($1.63 and $3.18) by $7.37
and $5.82, respectively.
Fiscal Year End Option Values
Value of Unexercised
Number of Unexercised In-the-Money Options
Name Options at 9/30/97 At 9/30/97(1)
- --------------- -------------------------- --------------------------
#Exercisable/Unexercisable $Exercisable/Unexercisable
Henry S. Bishop 355,158 $2,268,000
------- ----------
- -----------------------------
(1) Calculated by subtracting the exercise price from the market value of
the Stock at September 30, 1997 and multiplying the resulting figure by the
number of shares subject to in-the-money options.
<PAGE>
8
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.
Compensation of Directors
- -------------------------
The Bank pays each director $500 per Board meeting for his service as
a Bank Director. Each director also receives an additional $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 1997.
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, 1996 (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 (c) 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, 1997, the Bishop Law Firm received legal fees of
$58,259 from the Company or the Bank for general representation. During the
same period, such law firm also received legal fees of $16,066 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,
1999, must be received at the main office of the Company, 1703 Gloucester
Street, Brunswick, Georgia 31520, no later than September 1, 1998. 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
Deloitte & Touche, LLP, Jacksonville, Florida, 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, 1997. A representative of Deloitte & Touche 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
<PAGE>
9
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 1997 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
