GOLDEN ISLES FINANCIAL HOLDINGS INC
DFAN14A, 1997-02-11
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
 
                                  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:
 
<TABLE>
<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
</TABLE>

                     GOLDEN ISLES FINANCIAL HOLDINGS, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
              Gregory S. Junkin, Paul D. Lockyer, Scott A. Junkin
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
[ ]  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:
<PAGE>   2
 
   
                               GREGORY S. JUNKIN
    
   
                                 P.O. BOX 30297
    
   
                           SEA ISLAND, GEORGIA 31561
    
 
   
                               February 11, 1997
    
 
   
TO THE SHAREHOLDERS OF GOLDEN ISLES FINANCIAL HOLDINGS, INC. (THE "COMPANY")
    
 
   
Re:  Special Meeting of Shareholders to be Held March 11, 1997
    
 
   
My fellow shareholders:
    
 
   
    The success of any business depends largely on the ability and quality of
its management. Enclosed with this letter is a Proxy Statement, sent to you on
behalf of myself, Paul D. Lockyer and Scott A. Junkin and relating to the
upcoming Special Meeting, which seeks your support for the election of new
directors who have extensive, broad-based and successful business experience. In
our judgment, their election would greatly strengthen the management of the
Company and contribute to the building of shareholder value over time. We urge
you to review the description of their business experience, which appears on
pages 5 and 6 of the Proxy Statement.
    
 
    Our disagreement with the "Whelchel Group" of directors, which gave rise to
the call for a Special Meeting, should not be viewed as a personal dispute; it
should be viewed as reflecting fundamental differences in vision about the
nature and future of your Company. These differences are discussed in the Proxy
Statement and its Exhibits.
 
   
    Like us, you have made an investment in the Company and therefore have an
important stake in its future -- a future that, in large part, will be
determined by the composition of its Board of Directors. The directors we have
proposed share our vision of that future. In deciding how you will vote your
shares at the Special Meeting, we ask that you compare our vision for the
Company to that of the "Whelchel Group" and also carefully compare and contrast
the business experience and qualifications of the new directors we have proposed
with the backgrounds of the directors who comprise the "Whelchel Group."
    
 
   
    In the past, rather than debating the business issues, the "Whelchel Group"
has relied upon false and misleading personal attacks on us. If they continue to
do so, we will respond, and we hope that you will (1) hold them to a higher
standard by requiring them to focus on the business issues, (2) reserve judgment
until we have had a chance to respond, (3) view the attacks with the skepticism
they deserve, and (4) feel free to call us if you have any concerns. Please also
note that, in contrast to the "Whelchel Group," we have avoided personal attacks
and have tried to stick to the real issues. In particular, I urge you to read my
letter of January 7, 1997, attached to the Proxy Statement as Exhibit C, which
responds to the charges already made by the "Whelchel Group."
    
 
   
    We strongly recommend that you vote FOR Proposal A, Proposal B and the
Proposal relating to Chairmanship of the Special Meeting on the GREEN proxy
card, carefully complete the proxy card in accordance with the instructions
(including dating it) and return it in the enclosed envelope immediately.
    
 
   
    If your shares or units are held in the name of a bank or brokerage firm,
only the FIRM can execute a proxy card on your behalf. Please contact the person
responsible for your account and give instructions for a GREEN proxy card to be
voted FOR Proposal A, Proposal B and the Proposal regarding Chairmanship of the
Special Meeting.
    
 
   
    If you have questions or need assistance in voting your shares, please
contact either the undersigned, at (912) 638-4447, or Paul Lockyer, at (912)
638-2381.
    
 
   
                                          Sincerely,
    
 
   
                                          Gregory S. Junkin
    


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