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SCHEDULE 14A
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE AT OF 1934 (AMENDMENT NO. )
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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 Registrant)
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MEMORANDUM
TO: The Shareholders of Golden Isles Financial Holdings, Inc.
(the "Company" or "GIFH")
FROM: Gregory S. Junkin and Paul D. Lockyer
RE: Strengthening Your Board of Directors
DATE: February 13, 1997
The Special Meeting of GIFH on March 11 will be crucial to the future of your
Company and your investment in it. As two of the members of your Board of
Directors, WE NEED YOUR SUPPORT to ensure that your Board of Directors is
committed to growing your Company.
The director nominees described in our Proxy Statement share our vision. We
wanted you to get to know them and their backgrounds.
EXPERIENCE AND COMMITMENT TO GROWTH
As an investor in the Company, your primary goal, like ours, is to make money
over time. The achievement of this goal depends largely on the quality of the
Company's management. Every company needs a board whose members have the
necessary experience to assist management in achieving agreed upon objectives.
Therefore, the essential question for you in deciding how to vote your shares
at the Special meeting is whether, as we believe, our director nominees and we
are better able to manage your investment than the Whelchel Group. To help you
answer that question, we are providing you with the following expanded
description of the business backgrounds and experience of our nominees which
appear on pages 5 and 6 in our Proxy Statement, and with descriptions of our
backgrounds which were not included in the Proxy Statement. We feel somewhat
uncomfortable writing about ourselves but, in view of the false and misleading
personal attacks made against us by the Whelchel Group, we feel it necessary to
do so.
WE STRONGLY RECOMMEND THAT YOU VOTE FOR THE FIVE NOMINEES DISCUSSED BELOW:
EDWARD V. BAICH
- President and Chief Executive Officer of Royal Ten Cate (USA),
Inc., a holding company based in the Atlanta area for three operations
involved in the manufacture and sale of geotechnical products for
agriculture, horticulture and construction industries.
- All three operations are headquartered in Georgia.
- Combined sales are approximately $100 million per year.
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- Member of Board of Directors of:
- Royal Ten Cate (USA), Inc.
- Gemini Precision Products Company
- Graduate of the University of Akron from which he received a Bachelor's
degree in Business Administration and Frostburg State College where he
received a Master of Science degree in Management.
JOHN M. FROEHLICH
- Vice President, Chief Financial Officer and Treasurer of Chatwins
Group, Inc. which designs, manufactures and markets fabricated and
machined industrial parts and products.
- Sales of approxiamtely $155 million per year.
- Certified Public Accountant.
- Graduate of John Carroll University where he earned Bachelor of Science
and Bachelor of Arts degrees.
FRANK J. GUZIKOWSKI
- Private investor (real estate, mortgage lending and small business
financing).
- Executive Vice President and a principal (1976 to 1987) of CPS
Industries which manufactured gift wrappings and ribbons with annual
sales of approximately $40 million.
- Member of Board of Directors of:
- Vibrac Corporation
- Chembio Diagnostic Systems, Inc.
- Graduate of Villanova University
RICHARD S. HOLSON, JR.
- Chairman and Chief Executive Officer of Guarantee Trust Life Insurance
Company with assets of approxiamtely $180 million.
- President, Guarantee Security Life Insurance Company of Arizona
- Member of Board of Directors of:
- Guarantee Trust Life Insurance Company
- Guarantee Security Life Insurance Company of Arizona
- United National Life Insurance Company of America
- Former member of Board of Directors of:
- Boatmen's Bancshares, Inc. (a bank holding company with consolidated
assets, at the time, in excess of $17 billion, which was recently
acquired by NationsBank Corp.).
- General Bancshares Corporation, a bank holding company.
- Graduate of Wharton School of Finance and Commerce of the University of
Pennsylvania with a Bachelor of Science degree in Business
Administration.
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- Homeowner in Glynn County, Georgia for 13 years.
JAMES M. SHOWALTER
- President and Chief Executive Officer of International Auto
Processing, Inc. ("IAP") headquartered in Brunswick, Georgia.
- IAP employs more than 300 people in Glynn County, Georgia.
- Member of Board of Directors of:
- International Auto Processing, Inc.
- Graduate of the United States Naval Academy with a Bachelors of
Science degree and George Washington University where he earned a
Master of Business Administration degree.
PAUL D. LOCKYER
- Mr. Lockyer was instrumental in the organization of the Company and
its first subsidiary, The First Bank of Brunswick, (the "Bank") on
July 2, 1990. He has been associated with the Company since it was
first conceived by Mr. Junkin in 1987. Mr. Lockyer served as
President, Chief Executive Officer and a director of the Bank from its
organizational phase until his removal by the Whelchel Group on
October 17, 1996. Mr. Lockyer's commitment to the development of the
Bank spanned over nine years. During his tenure, the Bank's assets
grew from zero to approximately $87 million. Mr. Lockyer also served
as, President, Chief Operating Officer, Chief Financial Officer and a
director of the Company, First Credit Service Corporation, and First
Bank Mortgage Corporation. Prior to Mr. Lockyer's participation in
the creation of GIFH, he served as a Group Vice President for First
Union National Bank of Georgia in Atlanta, Georgia. Mr. Lockyer was
responsible for 19 branches and a small business lending group with
well over 200 employees.
- Mr. Lockyer has been in the financial services business since 1973
when he graduated from Temple University with honors and a degree in
finance. He also holds a graduate banking degree from the Stonier
Graduate Institute of Banking in Newark, Delaware.
GREGORY S. JUNKIN
- After working for four years as a securities regulator for the New
York Stock Exchange, in 1965 Mr. Junkin joined Reynolds Securities,
Inc., an investment firm which later merged with Dean Witter, and he
became a principal in Reynolds at age 29. During this period, he
attended New York University at night for 6 years, earning a Bachelor
of Science degree in finance with a minor in accounting.
- In 1973 Mr. Junkin became a general partner and Vice President of The
Balcor Company, which was formed that year and later became a national
real estate investment
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company. During its first 3 or 4 years, Balcor lost money.
However, the partners stuck to their business plan, gradually built
Balcor's assets to over $2 billion and sold the business to an
American Express subsidiary for $110 million in 1982. They had
founded Balcor with $75,000 of their own money and sold it for $110
million 9 years later.
- Mr. Junkin's Balcor experience taught him the importance of
patience, a steady hand and a long-term outlook in managing a start-up
business which has great potential, but which incurs losses in the
early years. In our view, this lesson is directly applicable to our
First Bank Mortgage subsidiary, which the Whelchel Group dismantled in
December, just at the time it was apparently becoming profitable.
- In 1981, Mr. Junkin and his Balcor partners formed a small
investment group to buy the Chicago White Sox baseball team. He is
still one of the owners of the White Sox.
- After Balcor was sold, American Express asked Mr. Junkin to
stay on and serve as Vice Chairman of Balcor and in 1984 also
appointed him Chairman of its subsidiary, Balcor Entertainment
Company, Ltd., which financed the production of movies for
distribution throughout the world. He resigned form these positions
in 1987.
- From 1987 until October 1996 Mr. Junkin worked full-time
organizing GIFH, obtaining a charter for the Bank, raising equity
capital and serving as Chairman and Chief Executive Officer of the
Company. He continues to serve as a director of GIFH
This is a very strong group with a breadth of business experience, disciplines,
responsibility, and maturity that we believe would add substantial value to the
management of GIFH. We urge you to carefully compare the backgrounds and
qualifications of this group to that of the Whelchel Group so that you can make
an informed decision on your vote on the Special Meeting proposals.
These individuals understand the significant role a board member plays in
assisting management to create lone term shareholder value.
REMEMBER, THE FUTURE VALUE OF YOUR INVESTMENT WILL BE GREATLY AFFECTED BY THE
OUTCOME OF THE SPECIAL MEETING.
Again, if you have any questions, please feel free to call either of us at the
following telephone numbers:
Gregory S. Junkin Paul D. Lockyer
(912) 638-4447 (912) 638-2381
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