<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
(Name of issuer)
COMMON STOCK, NO PAR VALUE
(Title of class of securities)
0003810871
(CUSIP Number)
GREGORY S. JUNKIN
P.O. BOX 30297
SEA ISLAND, GEORGIA 31561
(912) 638-4447
(Name, address and telephone number of person
authorized to receive notices and communications)
Copy to:
BRUCE N. HAWTHORNE, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
NOVEMBER 14, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ].
Check the following box if a fee is being paid with the Statement. [X] (A
fee is not required only if the reporting person (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(continued on following pages)
<PAGE> 2
CUSIP NO. 0003810871
<TABLE>
<C> <S> <C>
1. NAME OF REPORTING PERSON
GREGORY S. JUNKIN
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF, BF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GEORGIA, USA
NUMBER OF 7. SOLE VOTING POWER 105,653
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 65,838
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,653
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14. TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Page 2 of 10 Pages
Exhibit Index on Page 10
<PAGE> 3
CUSIP NO. 0003810871
<TABLE>
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1. NAME OF REPORTING PERSON
PAUL D. LOCKYER
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GEORGIA, USA
NUMBER OF 7. SOLE VOTING POWER 59,081
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 7,500
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 48,552
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER 7,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,581
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14. TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Page 3 of 10 Pages
Exhibit Index on Page 10
<PAGE> 4
CUSIP NO. 0003810871
<TABLE>
<C> <S> <C>
1. NAME OF REPORTING PERSON
SCOTT A. JUNKIN
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF, BF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT, USA
NUMBER OF 7. SOLE VOTING POWER 19,744
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 37,244
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,244
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14. TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Page 4 of 10 Pages
Exhibit Index on Page 10
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STATEMENT PURSUANT TO RULE 13D-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates is the
common stock, no par value (the "Common Stock"), of Golden Isles Financial
Holdings, Inc. (the "Issuer"), a Georgia corporation. The address of the
Issuer's principal executive offices is 200 Plantation Chase, St. Simons Island,
Georgia 31522.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed on behalf of Gregory S. Junkin ("Junkin"),
Paul D. Lockyer ("Lockyer") and Scott A. Junkin ("Scott Junkin"; Junkin, Lockyer
and Scott Junkin are referred to herein collectively as the "Reporting
Persons"), who together may constitute a group within the meaning of Rule 13d-5
of the Act.
(a-c), (f) Gregory S. Junkin is a citizen of the United States with his
principal business address at P.O. Box 30297, Sea Island, Georgia 31561. Paul D.
Lockyer is a citizen of the United States with his residential address at 311
Dunbarton Drive, St. Simons Island, Georgia 31522. Scott A. Junkin is a citizen
of the United States with his principal business address at 62 Southfield
Avenue, Stamford, Connecticut 06902. Until October 17, 1996, Junkin and Lockyer
served as the Chief Executive Officer and Chief Operating Officer, respectively,
of the Company. Junkin and Lockyer are retired. Scott Junkin is an attorney.
(d, e) During the last five years, none of the Reporting Persons has been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Each of the Reporting Persons acquired Common Stock in the Issuer's initial
public offering of its Common Stock and in a subsequent public offering by the
Issuer of its Common Stock. Junkin and Lockyer also acquired Common Stock
pursuant to compensation arrangements with the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
On October 17, 1996, the Board of Directors of the Issuer (the "Board")
removed Junkin and Lockyer, as Chief Executive Officer and Chief Operating
Officer, respectively, of the Issuer and elected Mr. J. Thomas Whelchel, Vice
Chairman of the Issuer, to serve as Chief Executive Officer of the Issuer and
its subsidiaries. Whelchel, thereafter, on October 25, 1996, sent a letter to
the Shareholders of the Issuer informing them of the Board's decision to make a
change of management and proposal to make a significant change in the Issuer's
goals and operations.
The Reporting Persons are dissatisfied with the changes made and proposed
by Whelchel and the Board. The Reporting Persons have expressed their
dissatisfaction with the Board's actions and the proposed policy changes in a
letter sent by Junkin to the Shareholders on November 14, 1996. The Reporting
Persons have expressed their concerns directly to the Board.
Except as set forth herein, the Reporting Persons do not, at this time,
have any specific plans or proposals which would result in (i) the acquisition
or disposition by any person of securities or additional securities of
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Exhibit Index on Page 10
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the Issuer; (ii) any extraordinary corporate transaction such as a merger or
reorganization involving the Issuer or any of its subsidiaries; (iii) any sale
of transfer of a material amount of the assets of the Issuer or any of its
subsidiaries; (iv) any material change in the present capitalization or dividend
policy of the Issuer (v) any material change in the Issuer's business or
corporate structure; (vi) any changes in the Issuer's charter or by-laws which
may impede the acquisition or control of the Issuer by any person; or (vii) the
Common Stock being delisted or becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act. Nevertheless, the Reporting
Persons reserve the right to take any and all actions with respect to the Issuer
or its equity securities as may be permitted by law. For instance, although no
course of action has presently been decided upon, the Reporting Persons may find
it necessary, depending upon actions taken by the Board subsequent to the date
hereof, to seek the removal of certain members of the Board or the election of
their own nominees to the Board which could involve an increase in the number of
directors constituting the full Board. Depending on the response of certain
incumbent members of the Board, such action could result in a proxy contest. Any
such actions could be taken at either a special meeting or an annual meeting of
the shareholders of the Issuer, so long as a quorum were present. The presence
in person or by proxy of the holders of not less than one-third of the shares of
Common Stock outstanding and entitled to vote would constitute a quorum for
special meetings and annual meetings. The Issuer is required to call a special
meeting upon the written request of the holders of 25% or more of the shares of
the Common Stock entitled to vote in an election of directors. Action to be
taken at a special meeting may be taken, with respect to the removal of
directors, by a vote of two-thirds of the shares of the Common Stock entitled to
vote in an election of directors and, with respect to determining the number of
directors constituting the full Board (which must be at least 3 and not greater
than 25) and electing new directors, by a vote of a majority of the shares of
the Common Stock represented by holders present at the meeting in person or by
proxy. Directors may be elected at an annual meeting with the vote of a majority
of the shares of the Common Stock represented by holders present at the meeting
in person or by proxy.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Schedule 13D, Junkin is deemed to beneficially
own (as that term is defined in Rule 13d-3 under the Act, as amended) 105,653
shares of Common Stock, which constitutes 4.5% of the outstanding shares of
Common Stock and includes 5,544 shares which Junkin has a right to acquire
pursuant to warrants or options. As of the date of this Schedule 13D, Lockyer is
deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act,
as amended) 66,581 shares of Common Stock, which constitutes 2.8% of the
outstanding shares of Common Stock and includes 46,981 shares which Lockyer has
a right to acquire pursuant to options. As of the date of this Schedule 13D,
Scott Junkin is deemed to beneficially own (as that term is defined in Rule
13d-3 under the Act, as amended) 37,244 shares of Common Stock, which
constitutes 1.6% of the outstanding shares of Common Stock and includes 9,872
shares that may be acquired pursuant to warrants.
(b) Junkin has sole power to vote or to direct the vote of, 105,653 shares
of Common Stock, and to dispose or to direct the disposition of, 65,838 shares
of Common Stock. Lockyer has sole power to vote or to direct the vote of, 59,081
shares of Common Stock, and sole power to dispose or to direct the disposition
of, 48,552 shares of Common Stock. Lockyer shares with Joyce A. Lockyer the
power to vote or to direct the vote of, and to dispose or direct the disposition
of, 7,500 shares of Common Stock. Joyce A. Lockyer has as her residential
address 311 Dunbarton Drive, St. Simons Island, Georgia 31522. Her principal
occupation is a homemaker. She has not been, during the last five years, been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws. Scott
Junkin has sole power to vote, or to direct the vote of, 19,744 shares of Common
Stock and to dispose or to direct the disposition of, 37,244 shares of Common
Stock. (The number of shares of Common Stock in this paragraph (b) include
Page 6 of 10 Pages
Exhibit Index on Page 10
<PAGE> 7
shares of Common Stock that may be acquired pursuant to warrants or options, as
described in paragraph (a) above.)
(c) Except as indicated herein, no transactions in the Common Stock have
been effected by any of the Reporting Persons during the 60 days preceding the
date of this Schedule 13D.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities described above.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement (Pursuant to Rule 13-d1(f))
Page 7 of 10 Pages
Exhibit Index on Page 10
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ GREGORY S. JUNKIN
--------------------------------------
Gregory S. Junkin
/s/ PAUL D. LOCKYER
--------------------------------------
Paul D. Lockyer
/s/ SCOTT A. JUNKIN
--------------------------------------
Scott A. Junkin
Dated: November 14, 1996
Page 8 of 10 Pages
Exhibit Index on Page 10
<PAGE> 9
EXHIBIT 1
JOINT FILING AGREEMENT
(PURSUANT TO RULE 13-D1(F))
The undersigned agree that the statement on Schedule 13D to which this
Agreement is attached is filed on behalf of each of them.
/s/ GREGORY S. JUNKIN
--------------------------------------
Gregory S. Junkin
/s/ PAUL D. LOCKYER
--------------------------------------
Paul D. Lockyer
/s/ SCOTT A. JUNKIN
--------------------------------------
Scott A. Junkin
Dated: November 14, 1996
Page 9 of 10 Pages
Exhibit Index on Page 10
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- ------- ----------------------------------------------------------------------------- ----
<C> <C> <S> <C>
1. -- Joint Filing Agreement (Pursuant to Rule 13-d1(f))
</TABLE>
Page 10 of 10 Pages
Exhibit Index on Page 10
