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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
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(Name of issuer)
Common Stock, No Par Value
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(Title of class of securities)
0003810871
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(CUSIP Number)
Gregory S. Junkin
P.O. Box 30297
Sea Island, Georgia 31561
(912) 638-4447
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(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
February 11, 1997
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(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: [ ]
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.
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* 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)
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AMENDMENT NO. 2
TO
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented by adding the following to
the information previously filed under this item:
On January 17, 1997, the Reporting Persons delivered to the Company on
behalf of the holders of approximately 28% of the outstanding Shares requests
for the call of a special meeting. On January 17, 1997, Mr. Gregory S. Junkin
("Mr. Junkin"), as the "Officer of Persons Calling the Meeting" appointed by
holders of more than 25% of the outstanding Shares, delivered notice (the
"Original Notice") to the shareholders of the special meeting.
After the Original Notice had been delivered by Mr. Junkin to the
shareholders, the attorney for the group of directors that has taken control of
the existing Board and appointed Mr. Thomas J. Whelchel as interim chairman (the
"Whelchel Group") sent, on January 22, 1997, a letter to Mr. Junkin's attorneys
purportedly questioning Mr. Junkin's authority to send the Original Notice and
stating the Whelchel Group's desire for the special meeting to be delayed until
March 20, 1997. Mr. Junkin replied to the letter through his attorney by
clarifying for the Whelchel Group and their attorney the basis for Mr. Junkin's
authority to send the notice and agreeing to postpone the special meeting at the
request of the Whelchel Group so long as the special meeting would occur no
later
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than Tuesday, March 11, 1997. In addition, to avoid further controversy about
the special meeting, Mr. Junkin's response was conditioned upon the Board's
passing resolutions confirming that (i) the shareholders have made a valid
demand for the special meeting, (ii) the Original Notice is ratified, approved
and confirmed; (iii) the date of the special meeting would be deferred to March
11, 1997; (iv) the Board will not take any action to delay or defer holding the
special meeting on the mutually agreed date; (v) the Board authorizes Mr. Junkin
to give an amended notice of the special meeting; and (vi) the record date for
the special meeting will be the date the first amended notice is sent to the
shareholders.
On January 28, 1997, Mr. Junkin's attorneys sent to the Whelchel
Group's attorneys a letter stating that the special meeting would be conducted
in accordance with the bylaws of the Company, as in effect on such date.
On January 29, 1997, the Board, by a unanimous written consent,
confirmed the items listed above. On the same date, Mr. Junkin, as the "Officer
of Persons Calling the Meeting", delivered an amended notice of the special
meeting to the shareholders.
On January 31, 1997, the Reporting Persons filed a preliminary proxy
statement (the "Preliminary Proxy Statement") with the Securities and Exchange
Commission (the "Commission") pursuant to Section 14(a) of the Securities
Exchange Act of 1934 relating to the solicitation of proxies from shareholders
of the Company in favor of the Special Meeting Proposals and the election of
Gregory S. Junkin or, in his absence, Paul D. Lockyer as the Chairman of the
Special Meeting.
The Special Meeting Proposals are intended to prevent the Whelchel
Group from taking further actions to limit the Company's scope of operation in
opposition to the Reporting Persons'
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understanding of the historical purpose of the Company to become a diversified
financial services company. The purpose of changing the size of the Board and
filling the vacancies created either by the removal of existing members of the
Board or the increase in the size of the Board with the Proposal A Nominees or
the Proposal B Nominees (the "Reporting Persons' Nominees") is to place on the
Board directors who, as are Mr. Junkin and Mr. Lockyer, are committed, subject
to their fiduciary duties, to a business plan for the Company which, consistent
with the Reporting Persons' understanding of the historical purpose of the
Company, would permit the Company to become a diversified financial services
company operating in Georgia, other sections of the Southeast and in other
geographic areas offering attractive opportunities.
The Reporting Persons have designated, as the Proposal A Nominees, Mr.
Edward V. Baich, Mr. John M. Froehlich, Mr. Frank J. Guzikowski, Mr. Richard S.
Holson and Mr. James M. Showalter and, as the Proposal B Nominees, Mr. Holson
and Mr. Showalter. The Reporting Persons have set forth biographical information
and other pertinent information on the Reporting Persons' Nominees in the
Preliminary Proxy Statement.
On or about February 11, 1997, the Reporting Persons filed a definitive
proxy statement with the Commission and mailed copies of the definitive proxy
statement to the shareholders of the Company.
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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.
Dated: March 10, 1997
/s/ Gregory S. Junkin
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Gregory S. Junkin
/s/ Paul D. Lockyer
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Paul D. Lockyer
/s/ Scott A. Junkin
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Scott A. Junkin
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EXHIBIT 1
Joint Filing Agreement
(Pursuant to Rule 13d-1(f))
The undersigned agree that the statement on Schedule 13D to which this
Agreement is attached is filed on behalf of each of them.
Dated: March 10, 1997
/s/ Gregory S. Junkin
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Gregory S. Junkin
/s/ Paul D. Lockyer
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Paul D. Lockyer
/s/ Scott A. Junkin
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Scott A. Junkin
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- ------------
<S> <C>
1. Joint Filing Agreement (Pursuant to Rule 13d-1(f))
</TABLE>
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