FIRST GEORGIA HOLDING, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 19, 1999
The undersigned shareholder of First Georgia Holding, Inc. (the "Company")
hereby appoints James D. Moore, D. Lamont Shell, and M. Frank DeLoach, III, 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 19, 1999 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 I: 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.
B.W. BOWIE TERRY K. DRIGGERS ROY K. HODNETT
PROPOSAL II: Approval of amendment to the First Georgia Holding, Inc. 1995
Stock Incentive Plan.
__________FOR _________AGAINST
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: ________, 1999
---------------------------
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 14, 1999
<PAGE>
FIRST GEORGIA HOLDING, INC.
1703 Gloucester Street
Brunswick, Georgia 31520
(912) 267-7283
December 24, 1998
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 19, 1999 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, the Supplement to the Proxy Statement,
and the Company's 1998 Annual Report.
The principal business of the meeting will be to elect the Company's Class I
Directors to serve a term of three years and to approve an amendment to the
First Georgia Holding, Inc. 1995 Stock Incentive Plan. 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 19, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of First Georgia
Holding, Inc. (the "Company") will be held on January 19, 1999 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 and the Supplement to the Proxy Statement:
(1) To elect the Class I Directors to serve a term of three years.
(2) To approve an amendment to the First Georgia Holding, Inc. 1995 Stock
Incentive Plan (as described in the Supplement).
(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, 1998 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>
FIRST GEORGIA HOLDING, INC.
1703 Gloucester Street
Brunswick, Georgia 31520
(912) 267-7283
December 18, 1998
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 19, 1999 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 1998 Annual Report.
The principal business of the meeting will be to elect the Company's Class I
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 19, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of First Georgia
Holding, Inc. (the "Company") will be held on January 19, 1999 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 I 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, 1998 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>
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 19, 1999, 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, 1998. 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, 1998, 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 4,798,972 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 first Class (I) expire at the 1999 Annual Meeting; the terms of
Directors in the second Class (II) expire at the 2000 Annual Meeting; and the
terms of Directors in the third Class (III) expire at the 2001 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 B.W. Bowie, Terry K. Driggers, and Roy
K. Hodnett be elected as Class I 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, (c) his age at December 31, 1998,
(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* 70 1994 Retired Senior Vice President, General
Manager and Director of Federal
Paperboard Company, Montvale, New
Jersey (a company which manufactures
paper products)
Terry K Driggers 44 1995 President, Driggers Construction Company
(a commercial construction company)
Roy K. Hodnett 78 1995 President, T.H.E. Management Company,
The Island Inn (a real estate management
company)
*Mr. Bowie is also a director of Gravure Packing Company.
Class II
Term to Expire at the 2000 Annual Meeting
Year First Positions with Company
Name Age Elected and Business Experience
- --------------------------------------------------------------------------------
Henry S. Bishop 56 1988 Chairman of the Board; President of the
Company; President and CEO of the Bank
E. Raymond Mock 65 1988 President Mock Enterprises, Inc.,
Rayette Foods, Inc., and KTP, Inc.
(general merchandising and grocery
business)
<PAGE>
Class III
Term to Expire at the 2001 Annual Meeting
Year First Positions with Company
Name Age Elected and Business Experience
- --------------------------------------------------------------------------------
James D. Moore 64 1988 President, J.D. Moore, Inc. (A petroleum
jobber)
D. Lamont Shell 66 1994 President, Glynn Electric Supply Company
(a wholesale electrical supply company)
M. Frank DeLoach,III 39 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, 1998, 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 1998, 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 M. Frank Deloach III, 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 1998, 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,
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 1998, the Compensation Committee did not meet.
The Bank does not currently have a standing nominating committee.
<PAGE>
OWNERSHIP OF STOCK
Principal Holders of Stock
On December 1, 1998, the Company had 4,798,972 shares of Stock outstanding which
were held by 277 shareholders of record. The following table sets forth the
persons who beneficially owned, as of December 1, 1998, 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 Amount and Nature
of Beneficial Owner of Beneficial Ownership Percentage of Total(1)
- --------------------------------------------------------------------------------
Henry S. Bishop 799,956(2) 14.54%
1703 Gloucester Street
Brunswick, GA 31520
James A. Bishop 431,321(3) 7.84%
P.O. Box 1396
Brunswick, GA 31520
Roy K. Hodnett 471,897(4) 8.58%
Box 1
St. Simons Island, GA 31522
(1) Percentages are calculated assuming the exercise of options to purchase an
aggregate of 704,063 shares, resulting in total outstanding shares of 5,503,035.
(2) Consists of 342,456 shares held of record by Mr. Bishop and an aggregate of
457,500 shares subject to presently exercisable options.
(3) Consists of 235,152 shares held of record by Mr. Bishop, 83,530 shares held
of record by Mr. Bishop's spouse, 3,795 shares held of record by their minor
child, and 108,844 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 400,248 shares held of record by Mr. Hodnett, 27,330 held of record
by Synovus as Trustee for Mr. Hodnett's IRA/HR10 accounts, 33,071 held in a
joint family trust, and 11,248 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,
1998. Unless otherwise indicated, each person is the record owner of and has
sole voting and investment powers over his or her shares.
Name and address Amount and Nature Percentage of
of Beneficial Owner of Beneficial Ownership Total(1)
- --------------------------------------------------------------------------------
Henry S. Bishop 799,956(2) 14.54%
1703 Gloucester Street
Brunswick, GA 31520
B.W. Bowie 243,888(3) 4.43%
16 Kings Way
St. Simons Island, GA 31522
M. Frank Deloach III 1,500 0.03%
110 Harrison Pointe Dr.
St. Simons Island, GA 31522
Terry K. Driggers 32,625 0.59%
112 River Way
Brunswick, GA 31520
Roy K. Hodnett 471,897(4) 8.58%
Box 1
St. Simons Island, GA 31522
E. Raymond Mock 37,968 0.69%
4003 Riverside Drive
Brunswick, GA
James D. Moore 43,030 0.78%
P.O. Box 1078
Brunswick, GA 31520
D. Lamont Shell 6,075 0.11%
P.O. Box 1279
Brunswick, GA 31521
All Directors and Executive
Officers as a Group (10 persons,
All of whom are also shareholders 1,643,512(5) 29.86%
(1) Percentages are calculated assuming the exercise of options to purchase an
aggregate of 704,063 shares, resulting in total outstanding shares of 5,503,035.
<PAGE>
(2) Consists of 342,456 shares held of record by Mr. Bishop and an aggregate of
457,500 shares subject to presently exercisable options.
(3) Consists of 240,093 shares held of record by Mr. Bowie and 3,795 shares held
of record by his minor child.
(4) Consists 400,248 shares held of record by Mr. Hodnett, 27,330 held of record
by Synovus as Trustee for Mr. Hodnett's IRA/HR10 accounts, 33,071 held in a
joint family trust, and 11,248 held of record by Synovus as Trustee for Mr.
Hodnett's spouse's IRA.
(5) Includes an aggregate of 704,063 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 1998 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, 1998, (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.
Year First Position with the Company
Name Age Elected and the Bank
- --------------------------------------------------------------------------------
Henry S. Bishop 56 1988 Chairman of the Board, President
and Chief Executive Officer
of the Company and the Bank
G. F. Coolidge 49 1991 Secretary/Treasurer of the
Company; Executive 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 1998.
Summary Compensation Table
Annual Compensation
Name and Principal All Other
Position Year Salary Bonus Compensation
- --------------------------------------------------------------------------------
Henry S. Bishop 1998 172,500 29,501 5,000(1)
Chief Executive Officer
1997 158,906 19,413 2,375(1)
1996 150,000 19,413 2,400(1)
- --------------------------------------------------------------------------------
G. F. Coolidge III 1998 87,400 14,948 2,622(2)
Executive Vice
President 1997 79,557 10,080 2,067(2)
1996 76,000 9,837 1,658(2)
(1) Consists of contributions by the Bank to the 401(k) account of Mr. Bishop.
(2) Consists of contributions by the Bank to the 401(k) account of Mr. Coolidge.
The following table contains, with respect to the persons 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 table below lists
the per share fair market value of stock at September 30, 1998 in excess of the
per share exercise price of the listed options.
Excess/
Name Option Price Market Value (Deficiency)
- -----------------------------------------------------------------------
Henry S. Bishop $2.12 $10.50 $8.38
Henry S. Bishop 9.76 10.50 0.74
G. F. Coolidge 0.99 10.50 9.51
G. F. Coolidge 1.92 10.50 8.58
G. F. Coolidge 8.88 10.50 1.62
<PAGE>
Fiscal Year End Option Values
Value of Unexercised
Number of Unexercised In-the-Money Options
Name Options at 9/30/98 At 9/30/98(1)
- --------------------------------------------------------------------------------
#Exercisable/Unexercisable $Exercisable/Unexercisable
Henry S. Bishop 457,500/0 $2,917,050/0
G.F. Coolidge 166,563/0 $1,174,252/0
- -----------------------------
(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.
Both Mr. Bishop and Mr. Coolidge 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 1998.
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, 1997 (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, 1998, the Bishop Law Firm received legal fees of $65,991 from the
Company or the Bank for general representation.
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, 2000, must be
received at the main office of the Company, 1703 Gloucester Street, Brunswick,
Georgia 31520, no later than November 5, 1999. 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. Failure to submit such a proposal in a timely basis will enable the
proxies appointed by management to exercise their discretionary voting authority
when the proposal is raised at the annual meeting of shareholders without any
discussion of the matter in the proxy statement.
<PAGE>
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, 1998. 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 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 1998 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
