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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 [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
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<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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GOLDEN ISLES FINANCIAL HOLDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
Gregory S. Junkin, Paul D. Lockyer, Scott A. Junkin
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(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:
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MEMORANDUM
TO: My Fellow Shareholders
FROM: Gregory S. Junkin
RE: Control of Golden Isles Financial Holdings, Inc. (the
"Company")Expenses
DATE: February 18, 1997
The Whelchel Group has repeatedly made assertions about carefully monitoring
Company expenses. All shareholders have the right to demand that the actions
of the Whelchel Group be consistent with their statements. As a shareholder, I
am concerned that since the Whelchel Group ousted Paul Lockyer and me, certain
expenses are not being monitored properly. As the founder of your Company, I
want you to know that this issue is important to me. I urge you to read
Exhibits A, B and C to our proxy statement, which are the letters I have
written to the Whelchel Group explaining why I want to return your Company to a
plan for growth. In those letters I address the various expense issues that
the Whelchel Group has raised which I believe have no basis.
ALSO, I URGE YOU TO REVIEW THE ENCLOSED MEMORANDUM WHICH I TELECOPED TO EACH
MEMBER OF THE WHELCHEL GROUP LAST WEDNESDAY, FEBRUARY 12, REGARDING:
- The Whelchel group's use of Company funds and employees for their
proxy solicitation; and
- A proposed employment agreement with Mr. Hodges.
I requested a response to my memorandum by 10:00 a.m. Friday, February 14,
1997. As of 10:00 a.m. Tuesday, February 18, 1997, I have received a response.
WE NEED YOUR SUPPORT TO STRENGTHEN YOUR COMPANY'S BOARD. WE STRONGLY RECOMMEND
THAT YOU VOTE FOR OUR PROPOSALS ON THE PREVIOUSLY PROVIDED GREEN PROXY CARD AND
RETURN IT.
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MEMORANDUM
TO: J. Thomas Whelchel Russell C. Jacobs, Jr. VIA TELECOPIER
Michael D. Hodges C. Kermit Keenum
L. McRee Harden Jimmy D. Veal
FROM: Gregory S. Junkin
RE: Control of Company Expenses
DATE: February 12, 1997
Your Preliminary Proxy Statement for the upcoming Special Meeting
states that all expenses incurred in your solicitation will be paid by the
Company and that you intend to use Company employees to assist you in the
solicitation. As you well know, I am personally paying all of the expenses
incurred in the proxy solicitation that I am conducting with Paul Lockyer and
Scott Junkin, subject to reimbursement only if the shareholders approve.
I call on you, as I have done before, to voluntarily agree to conduct
your solicitation with your own funds and without using any Company assets or
employees. In my opinion, the Company's funds and its employees' time would be
better spent working on the Company's business operations, not on helping you
keep your directorships. You can always seek shareholder approval for
reimbursement for your expenses later if your solicitation is successful.
There is no reason to fear the will of the shareholders.
Your Preliminary Proxy statement also discloses that "... as of January
20, 1997, Mr. Hodges has been informed that an employment agreement will be
entered into by the Bank with compensation determined by the Compensation
Committee." By whom and what authority has he been so informed? I consider
this to be highly improper for at least two reasons. First, an employment
agreement with a senior executive officer of our largest business unit should
be formally approved by the Company's entire Board. This has not been done.
In fact, you have not even informed all of the directors that a contract is
proposed. It is your duty to keep directors informed and not act unilaterally.
Second, the proposals at the Special Meeting call for, among other things, Mr.
Hodges' removal from the Board and a change in the composition of the Board.
If you enter into an employment agreement with Mr. Hodges now, with the Special
Meeting less than four weeks away, you may be creating a potential and
substantial liability and obligation for the Company which it would otherwise
not have. In my opinion, under the circumstances, your contemplated granting
of a contract to Mr. Hodges would constitute a waste of corporate assets and a
breach of fiduciary duty. Clearly, given that the Company's shareholders have
directed a Special Meeting to consider and act upon proposed changes to the
composition of the Board, the awarding of a new employment agreement to one of
the Opposing Members should be deferred until after the Special Meeting. Any
such action in the face of an
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impending shareholder mandate to the contrary raises some serious issues of
self-interest and entrenchment that could ultimately result in liability on the
part of Board members taking such action. I remind you that directors
committing a breach of loyalty to the Company are not entitled to indemnity
from the Company under the Company's by-laws and The Georgia Corporate Code.
Any action you take at this time to create additional expense for our Company
would directly contradict all of your repeated assertions that you are
carefully monitoring Company expenses. The only responsible course of action
for you between now and March 11, 1997 is to incur no new obligations and
expenses.
I would like your written assurance by 10:00 a.m. Friday, February 14,
1997 that a decision on the proposed employment agreement with Mr. Hodges has
been deferred until after the Company's first board meeting following the
Special Meeting. If I have not received such assurance by that time, I intend
to inform the shareholders.
cc: Paul D. Lockyer
