<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>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] 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):
[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:
<PAGE> 2
FEBRUARY , 1997
PROXY STATEMENT OF
GREGORY S. JUNKIN
PAUL D. LOCKYER
SCOTT A. JUNKIN
SPECIAL MEETING OF SHAREHOLDERS
OF
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
This Proxy Statement is being furnished to holders of the common stock, no
par value ("Shares"), of Golden Isles Financial Holdings, Inc., a Georgia
corporation (the "Company"), who were holders of record as of the close of
business on January 29, 1997 (the "Record Date"). See "REQUEST PROCEDURE --
Record Date."
This Proxy Statement and the enclosed GREEN proxy card are first being
furnished by Gregory S. Junkin ("Mr. Junkin"), Paul D. Lockyer ("Mr. Lockyer")
and Scott A. Junkin ("Mr. Scott Junkin"; Mr. Junkin, Mr. Lockyer and Mr. Scott
Junkin are referred to herein collectively as the "Requesting Parties"), to
holders of Shares as of the Record Date (the "Record Holders") on or about
February , 1997 in connection with the solicitation of proxies (the "Proxies")
by the Requesting Parties to be used at the special meeting (the "Special
Meeting") of the shareholders of the Company scheduled for March 11, 1997 at the
Embassy Suites Hotel at 10 a.m. at 500 Mall Boulevard, Brunswick, Georgia 31525
or any adjournments or postponements of that meeting. The Special Meeting was
called pursuant to Article 2, Section 2.4 of the Bylaws of the Company (the
"Bylaws") at the request of more than 25% of the holders of the Shares for the
purpose of considering and voting on alternate sets of proposals of the
Requesting Parties described below under the heading "THE SPECIAL MEETING
PROPOSALS" (the "Special Meeting Proposals"). THE HOLDERS OF MORE THAN 29% OF
THE SHARES DELIVERED TO THE REQUESTING PARTIES REQUESTS FOR THE CALL OF THE
SPECIAL MEETING.
The Requesting Parties are soliciting your Proxy in favor of both sets of
Special Meeting Proposals that the Requesting Parties plan to introduce
alternatively at the Special Meeting, either of which, if approved, would result
in the placement on the Company's Board of Directors (the "Board") of a number
of nominees of the Requesting Parties such that a majority of the Board would
consist of directors who are committed, subject to their fiduciary duties, to a
business plan for the Company which, consistent with the Requesting Parties'
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.
IMPORTANT
The approval of the first set of proposals ("Proposal A") of the Requesting
Parties in its entirety -- to decrease the size of the Board, remove certain of
the incumbent members of the Board (the "Opposing Members") and elect two
nominees of the Requesting Parties -- requires the affirmative vote of not less
than two-thirds of the outstanding Shares because a vote of two-thirds of the
outstanding Shares is required to remove a director. BECAUSE THE APPROVAL OF
PROPOSAL A IN ITS ENTIRETY EFFECTIVELY REQUIRES THE VOTE OF TWO-THIRDS OF THE
OUTSTANDING SHARES, IF YOU DO NOT VOTE OR IF YOU ABSTAIN FROM VOTING ON PROPOSAL
A, IT WILL HAVE THE SAME EFFECT AS VOTING AGAINST PROPOSAL A. The second set of
proposals ("Proposal B") to be presented by the Requesting Parties -- to
increase the size of the Board and elect five nominees of the
<PAGE> 3
Requesting Parties -- requires the affirmative vote of a majority of the votes
cast on the matter, assuming a quorum is present.
THE REQUESTING PARTIES URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED GREEN
PROXY CARD TO VOTE TO PLACE ON THE BOARD A MAJORITY OF DIRECTORS COMMITTED TO
CAUSING THE COMPANY TO BECOME A DIVERSIFIED FINANCIAL SERVICES COMPANY
CONSISTENT WITH THE REQUESTING PARTIES' UNDERSTANDING OF THE HISTORICAL PURPOSE
OF THE COMPANY.
THE REQUESTING PARTIES URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY
THE COMPANY. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY
DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE SPECIAL
MEETING PROPOSALS TO MR. JUNKIN, AT THE ADDRESS INDICATED ON THE ENCLOSED
POSTAGE PRE-PAID ENVELOPE, OR BY VOTING IN PERSON AT THE SPECIAL MEETING. SEE
"PROXY PROCEDURES" BELOW.
The Requesting Parties, two of whom (Mr. Junkin and Mr. Lockyer) currently
serve as members of the Board, believe that the approval of the Special Meeting
Proposals is necessary to prevent a group of directors that has taken control of
the existing Board and appointed Mr. J. Thomas Whelchel as interim chairman (the
"Whelchel Group") from taking, over the dissenting votes of Mr. Junkin and Mr.
Lockyer, further action to limit the Company's scope of operations in opposition
to the historical purpose of the Company. See "BACKGROUND OF PROXY
SOLICITATION."
According to the Bylaws, the chairman of the Special Meeting, who serves as
the presiding officer of the meeting, may be the Chairman of the Board, or in
his absence, the President of the Company, or, alternatively, may be any other
person elected by a majority vote of the Shares represented at the Special
Meeting. THE REQUESTING PARTIES URGE YOU TO MARK THE ENCLOSED GREEN PROXY CARD
TO VOTE FOR THE ELECTION OF MR. JUNKIN OR, IN HIS ABSENCE, MR. LOCKYER AS THE
CHAIRMAN OF THE SPECIAL MEETING.
Questions and requests for assistance in completing or delivering proxy
cards may be directed to Mr. Junkin or Mr. Lockyer at the following addresses
and telephone numbers:
<TABLE>
<S> <C>
Gregory S. Junkin Paul D. Lockyer
P.O. Box 30297 311 Dunbarton Drive
Sea Island, Georgia 31561 St. Simons Island, Georgia 31522
(912) 638-4447 (912) 638-2381
</TABLE>
Carefully review the Proxy Statement and the enclosed materials. YOUR PROXY
IS IMPORTANT. IF YOU ARE UNABLE TO ATTEND THE SPECIAL MEETING IN PERSON YOUR
PROXY IS THE ONLY MEANS AVAILABLE FOR YOU TO VOTE. No matter how many or how few
shares you own, please vote FOR the Special Meeting Proposals by so indicating
and by signing, marking, dating and mailing the enclosed GREEN proxy card
promptly.
THE SPECIAL MEETING PROPOSALS
At the Special Meeting, the Requesting Parties intend to present the Special
Meeting Proposals for approval of the shareholders of the Company. If Proposal A
is not adopted in its entirety, the Requesting Parties will propose Proposal B,
as set forth below.
Proposal A:
(i) that the number of members constituting the full Board be fixed at
six (a decrease of two members);
(ii) that each of J. Thomas Whelchel, Michael D. Hodges, C. Kermit
Keenum and L. McRee Harden be removed as members of the Board;
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<PAGE> 4
(iii) that Article 3, Section 3.6 of the Bylaws be amended to clarify
that the shareholders of the Company shall have the right to fill a vacancy
on the Board (created by the removal of a director) at a special meeting or
an annual meeting by inserting the following sentence at the end of Section
3.6:
A vacancy occurring in the Board of Directors through removal of a
director may be filled for the unexpired term and until the shareholders
have elected a successor by resolution of the shareholders at any annual
or special meeting of the shareholders.
(iv) that the two nominees of the Requesting Parties designated herein
as the "Proposal A Nominees" be elected to fill the two vacancies on the Board.
Proposal B:
(i) that the number of members constituting the full Board be fixed at
13 (an increase of five members); and
(ii) that the five nominees of the Requesting Parties designated
herein as the "Proposal B Nominees" be elected to fill the five vacancies
on the Board resulting from the increase in the number of directors.
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 Requesting Parties' 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 "Requesting
Parties' Nominees") is to place on the Board directors who, subject to their
fiduciary duties, are committed, as are Mr. Junkin and Mr. Lockyer, to a
business plan for the Company which, consistent with the Requesting Parties'
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.
Based on currently available public information, a quorum shall be deemed
constituted at the Special Meeting if holders of not less than one-third of the
shares of Common Stock outstanding and entitled to vote at the Special Meeting
are present in person or by proxy. If a quorum is present at the Special
Meeting, the shareholders of the Company may remove members of the Board by a
vote of two-thirds of the shares of Common Stock entitled to vote in an election
of directors and they may amend the Bylaws by a vote of a majority of all shares
entitled to elect directors. The shareholders may fix the number of directors
constituting the full Board (which must be at least 3 and not greater than 25)
and elect new directors to fill newly created vacancies 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. Once elected to the Board, each director shall serve
until the annual meeting and thereafter until his or her successor shall have
been elected and qualified or until his or her earlier death, resignation,
retirement, disqualification or removal. With respect to abstentions and broker
non-votes, the Shares will be considered present at the Special Meeting, but
since they are not affirmative votes for the Special Meeting Proposals, they
will have the same effect as votes against the Special Meeting Proposals.
THE REQUESTING PARTIES STRONGLY URGE YOU TO SIGN, DATE AND RETURN TO MR.
JUNKIN THE ENCLOSED GREEN PROXY CARD AT THE ADDRESS INDICATED ON THE ENCLOSED
POSTAGE PRE-PAID ENVELOPE IN ORDER TO VOTE IN FAVOR OF THE SPECIAL MEETING
PROPOSALS.
With respect to Proposal A, you also may vote FOR removal of less than all
of the Opposing Members and/or the election of less than all of the Proposal A
Nominees proposed to replace them by marking the "FOR" box and writing the
name(s) of the person(s) whom you do not wish to be removed and the name(s) of
the person(s) whom you do not wish to be elected in the space provided on the
GREEN proxy cards. If no marking is made, you will be deemed to have given a
direction to vote the Shares represented by each GREEN proxy card at the Special
Meeting FOR removal of all the Opposing Members and the election of all the
Proposal A Nominees proposed to replace them at the Special Meeting.
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<PAGE> 5
With respect to Proposal B, you also may vote FOR the election of less than
all of the Proposal B Nominees by marking the "FOR" box and writing the name(s)
of the person(s) whom you do not wish to be elected in the space provided on the
GREEN proxy cards. If no marking is made, you will be deemed to have given a
direction to vote the Shares represented by each GREEN proxy card at the Special
Meeting FOR the election of all the Proposal B Nominees.
Please be aware that a vote against the Special Meeting Proposals to fix
the size of the Board, either in Proposal A or Proposal B, could have the effect
of defeating Proposal A or Proposal B, respectively.
ELECTION OF DIRECTORS
According to publicly available information, the Company currently has
eight Directors, all of whose terms will expire at the Annual Meeting of
Shareholders of the Company (the "1997 Annual Meeting"), which is to be held in
May 1997.
Each Requesting Parties' Nominee, if elected, would hold office until the
1997 Annual Meeting and until a successor has been elected and qualified or
until his earlier death, resignation or removal. Although the Requesting Parties
have no reason to believe that any of the Requesting Parties' Nominees will be
unable to serve as directors, if any one or more of the Requesting Parties'
Nominees is not available for election, the persons named as proxies on the
GREEN proxy card will vote for the election of such other nominees as may be
proposed by the Requesting Parties. Should the Board purport to increase the
number of directors to be elected at the Special Meeting, it is the current
intention of the Requesting Parties to propose additional nominees for such
directorships. Each of the Requesting Parties' Nominees has consented to serve
as a director of the Company, if elected.
PROPOSAL A
Under Proposal A, the Requesting Parties propose that, at the Special
Meeting, the shareholders remove from the Board Messrs. J. Thomas Whelchel,
Michael D. Hodges, C. Kermit Keenum and L. McRee Harden, each a member of the
Whelchel Group, reduce the size of the full Board from eight to six and elect
the two Proposal A Nominees named below as directors of the Company to fill the
vacancies created by the removal of such incumbent directors. The terms of the
Opposing Members expire at the 1997 Annual Meeting. However, there can be no
assurance that prior to the Special Meeting one or more of the Opposing Members
will not have ceased to be a director (by reason of resignation or otherwise)
and have been succeeded by another person appointed by the incumbent directors
or that the number of directors on the Company's Board will not have been
increased. Accordingly, the GREEN proxy card which is solicited hereby provides
for the removal as directors of the Opposing Members and all other persons who
are serving as directors at the time that the removal becomes effective, other
than Mr. Junkin, Mr. Lockyer, Mr. Russell C. Jacobs, Jr. and Mr. Jimmy D. Veal.
If the Opposing Members were removed and all Proposal A Nominees were
elected, the Proposal A Nominees, together with Mr. Junkin and Mr. Lockyer who
already serve as directors, would constitute four of
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<PAGE> 6
the possible six members of the Board. The Proposal A Nominees are listed below
and have furnished the following information concerning their principal
occupations or employment and certain other matters.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NAME, AGE AND PRINCIPAL BUSINESS ADDRESS DURING LAST FIVE YEARS; CURRENT DIRECTORSHIPS
---------------------------------------- ---------------------------------------------
<S> <C>
Richard S. Holson, Jr. (70)............... Chairman of the Board and Chief Executive Officer
Guarantee Trust Life Insurance Co. (January 1991-present) of Guarantee Trust Life Insurance
1275 Milwaukee Avenue Company; Limited Partner and Chief of Operations (July
Glenville, Illinois 60025 1979-present) of Independence Realty Development
Company; President (March 1979-present), Independence
Director, Inc. (sales and advertising); President (May
1973-present) of Guarantee Security Life Insurance
Company of Arizona; Chairman of the Board (December
1988-present) and Director, Independence Holding
(holding company); Director of Independence Director,
Inc. and United National Life Insurance Company of
America and Boatmen's Bancshares, Inc. (March 1986-April
1990) and General Bancshares Corporation (May 1985-March
1986).
James M. Showalter (39)................... President and CEO (June 1990-present) of International
1 Joe Frank Harris Boulevard Auto Processing, Inc. (automotive services); Director of
Colonel's Island International Auto Processing, Inc.
Brunswick, Georgia 31521
</TABLE>
THE REQUESTING PARTIES STRONGLY RECOMMEND A VOTE FOR THE REMOVAL OF THE
OPPOSING MEMBERS AND THE ELECTION OF THE PROPOSAL A NOMINEES.
PROPOSAL B
If Proposal A is not adopted in its entirety, the Requesting Parties will
propose Proposal B to the shareholders.
If all Proposal B Nominees were elected, the Proposal B Nominees, together
with Mr. Junkin and Mr. Lockyer who already serve as directors, would constitute
seven of the possible thirteen members of the Board. The Proposal B Nominees are
listed below and have furnished the following information concerning their
principal occupations or employment and certain other matters.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NAME, AGE AND PRINCIPAL BUSINESS ADDRESS DURING LAST FIVE YEARS; CURRENT DIRECTORSHIPS
---------------------------------------- ---------------------------------------------
<S> <C>
Edward V. Baich (61)...................... President and CEO (November 1985-present) of Royal Ten
Royal Ten Cate (USA), Inc. Cate (USA), Inc. (manufacture and sale of geotechnical
3500 Parkway Lane, Suite 500 products for the agriculture, horticulture, industrial
Norcross, Georgia 30092 and construction industries); Director of Royal Ten Cate
(USA), Inc. and Gemini Precision Products Company
(manufacturer of specialty products for the gift
market).
John M. Froehlich, CPA (54)............... Vice President (July 1989-present) and Chief Financial
Chatwins Group, Inc. Officer and Treasurer (April 1988-present) of Chatwins
300 Weyman Plaza, Suite 340 Group, Inc. (design, manufacture and marketing of
Pittsburgh, PA 15236 fabricated and machined industrial parts and products).
Frank J. Guzikowski (69).................. Private investor (real estate and small business
1012 Chancery Lane financing); Executive Vice President (March
Nashville, Tennessee 37215 1976-November 1987) of CPS Industries, Inc. (manufacture
of gift wrapping and ribbons).
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NAME, AGE AND PRINCIPAL BUSINESS ADDRESS DURING LAST FIVE YEARS; CURRENT DIRECTORSHIPS
---------------------------------------- ---------------------------------------------
<S> <C>
Richard S. Holson, Jr. (70)............... Chairman of the Board and Chief Executive Officer
Guarantee Trust Life Insurance Co. (January 1991-present) of Guarantee Trust Life Insurance
1275 Milwaukee Avenue Company; Limited Partner and Chief of Operations (July
Glenville, Illinois 60025 1979-present) of Independence Realty Development
Company; President (March 1979-present), Independence
Director, Inc. (sales and advertising); President (May
1973-present) of Guarantee Security Life Insurance
Company of Arizona; Chairman of the Board (December
1988-present) and Director, Independence Holding
(holding company); Director of Independence Director,
Inc. and United National Life Insurance Company of
America.
James M. Showalter (39)................... President and CEO (June 1990-present) of International
1 Joe Frank Harris Boulevard Auto Processing, Inc. (automotive services); Director of
Colonel's Island International Auto Processing, Inc.
Brunswick, Georgia 31521
</TABLE>
THE REQUESTING PARTIES STRONGLY RECOMMEND A VOTE FOR THE PROPOSAL B
NOMINEES IN CASE PROPOSAL A IS NOT ADOPTED IN ITS ENTIRETY BY THE SHAREHOLDERS.
The accompanying GREEN proxy card will be voted at the Special Meeting in
accordance with your instructions on such card. You may vote FOR the approval of
the Special Meeting Proposals and election of the Requesting Parties' Nominees
as directors of the Company or withhold authority to vote for approval of the
Special Meeting Proposals and the election of the Requesting Parties' Nominees
by marking the proper boxes on the GREEN proxy card. You also may withhold your
vote from any of the Requesting Parties' Nominees by writing the name of such
nominee in the space provided on the GREEN Special proxy card. IF NO MARKING IS
MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES
REPRESENTED BY THE GREEN PROXY CARD FOR BOTH SPECIAL MEETING PROPOSALS IN THEIR
ENTIRETY PROVIDED THAT YOU HAVE SIGNED AND DATED THE PROXY CARD.
It is anticipated that each of the Requesting Parties' Nominees, upon his
election as a director of the Company, will receive compensation consistent with
the Company's past practice. According to the proxy statement relating to the
Company's 1996 Annual Meeting of Shareholders, the Company has no permanent
arrangement for the compensation of its directors for their services as
directors. In 1995, however, the directors were awarded restricted shares of
Common Stock for their past services. Mr. Hodges received 1,615 shares, Messrs.
Harden, Jacobs, Keenum and Whelchel each received 3,000 shares and Messrs.
Lockyer, Junkin and Veal each received 3,615 shares. The shares are subject to
forfeiture by the recipient if such recipient does not continue serving the
Company in certain capacities. The restrictions lapse evenly over a period of
seven years from the effective date of the grant. These awards were approved by
the shareholders at the 1995 Annual Meeting of Shareholders.
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In addition, according to the 1996 Proxy Statement, the Board granted
non-statutory stock options to directors of the Company for services rendered
during fiscal year 1995 on the Board and committees of the Company and its
various subsidiaries. The following table presents information regarding such
option grants.
JANUARY 1996 OPTION GRANTS TO DIRECTORS FOR
SERVICES RENDERED IN FISCAL YEAR 1995
<TABLE>
<CAPTION>
NUMBER OF SECURITIES EXERCISE
NAME UNDERLYING OPTIONS PRICE EXPIRATION DATE
- ---- -------------------- -------- ---------------
<S> <C> <C> <C>
L. McRee Harden....................................... 1,385 $6.00 1/19/06
Michael D. Hodges..................................... 1,042 $6.00 1/19/06
Russell C. Jacobs, Jr................................. 1,263 $6.00 1/19/06
Gregory S. Junkin..................................... 1,500 $6.00 1/19/06
C. Kermit Keenum...................................... 1,045 $6.00 1/19/06
Paul D. Lockyer....................................... 1,458 $6.00 1/19/06
Jimmy D. Veal......................................... 1,958 $6.00 1/19/06
J. Thomas Whelchel.................................... 1,390 $6.00 1/19/06
</TABLE>
The options listed above were granted pursuant to the Golden Isles
Financial Holdings, Inc. 1995 Stock Option Plan, adopted by the Company on July
25, 1995.
According to publicly available information, the only committee which has
been established by the Board is the audit committee (the "Audit Committee").
The members of the Audit Committee are L. McRee Harden, Russell C. Jacobs, Jr.,
and Jimmy D. Veal. The Audit Committee held three meetings during the 1995
fiscal year. The objective of the Audit Committee is to prevent losses by the
Company from fraud, defalcation and/or operating deficiencies.
The Board met ten times during the 1995 fiscal year. Each of the directors
attended more than 75% of the aggregate of (i) the total number of meetings of
the Board; and (ii) the total number of meetings held by all committees of the
Board on which he served, during the period of the 1995 fiscal year that he
served as a director.
OTHER MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING
Except as set forth above, the Requesting Parties are not aware of any
proposals to be brought before the Special Meeting. Should other proposals be
brought before the Special Meeting, the persons named on the GREEN proxy card
will vote on such proposals in their discretion.
BACKGROUND OF THE CALL OF THE SPECIAL MEETING AND THIS PROXY SOLICITATION
In May 1989 and May 1994, the Company raised money from the shareholders
through the initiation of public offerings of its common stock on the basis of a
business plan for the Company which provided, first, for the establishment of
The First Bank of Brunswick (the "Bank") and then, with the Bank as an anchor,
the development of the Company into a diversified financial services company
through the establishment or acquisition of other businesses involving
commercial banking, mortgage origination and consumer finance, as well as other
financial services. In addition, the business plan contemplates a reasonable
level of geographic diversity and the prospectus relating to the 1994 offering
contemplated an expanded regional focus, generally concentrating in Southeast
Georgia and Northwest Florida, with certain products to be made available in
selected markets outside of this region. In October 1996, the Company was in the
process of implementing this business plan. Under the leadership of Mr. Junkin
and Mr. Lockyer, the Company established the Bank and managed it through losses
anticipated in the start-up phase to a position of profitability. In addition,
the Company had begun its promised diversification through establishment of the
First Credit Service Corporation, a consumer finance subsidiary (the "FCC"), and
the First Bank Mortgage Company, a mortgage
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<PAGE> 9
banking subsidiary (the "FBMC"), and, in the opinion of the Requesting Parties,
these two entities were coming to the end of their start-up phases and were
beginning to turn profitable. However, at just this point, the Whelchel Group
took control of the Board of Directors and determined to make a change in the
direction of the Company's activities, stating that the Company had "deviated
from the original mission of providing banking and financial services to local
communities."
On October 17, 1996, the Board removed Mr. Junkin and Mr. Lockyer, as Chief
Executive Officer and Chief Operating Officer, respectively, of the Company and
elected Mr. J. Thomas Whelchel, Vice Chairman of the Company, to serve as Chief
Executive Officer of the Company and its subsidiaries. Mr. Whelchel, thereafter
on October 25, 1996, sent a letter to the shareholders of the Company informing
them of the Board's decision to make a change of management and its proposal to
make what the Requesting Parties believe to be a significant change in the
direction of the Company's activities.
Dissatisfied with the change in the direction of the Company's activities
proposed by the Whelchel Group, on November 14, 1996, Mr. Junkin sent a letter
(the "November 14 Letter") to the shareholders of the Company outlining the
reasons for his dissatisfaction. This letter is attached hereto as Exhibit A.
Concurrently with the mailing of the November 14 Letter, the Requesting
Parties filed a Schedule 13D with the Securities and Exchange Commission (the
"Commission") stating that they were dissatisfied with the actions of the
Whelchel Group and that they had sent the November 14 Letter to the
shareholders. The Requesting Parties also stated that, although they had no
specific plans or proposals therefor, depending upon the response of the
Whelchel Group to the November 14 Letter, the Requesting Parties might find it
necessary to seek the removal of certain members of the Whelchel Group from the
Board or the election of their own nominees to the Board which could involve a
change in the number of directors constituting the full Board.
On December 3, 1996, the Whelchel Group sent a second letter to the
shareholders of the Company (the "December 3 Letter"), describing the financial
condition of the Company and implying that losses from the Company's
subsidiaries and expenses at the holding company level were unacceptably high
and required more corrective action. The Requesting Parties believe that the
letter is unfair and misleading because it fails to discuss the financial
statements of the Company and related issues in the proper context. In the cover
letter (the "Cover Letter") to the Request Solicitation Statement sent by the
Requesting Parties to the shareholders on December 24, 1996 (the "Request
Solicitation Statement"), Mr. Junkin and Mr. Lockyer endeavored to discuss in
context the figures provided by the Board in its December 3 Letter and in so
doing in their view have provided the shareholders with a more accurate
description of the financial condition and prospects of the Company and its
subsidiaries. The Cover Letter is attached hereto as Exhibit B.
Shortly after sending the December 3 Letter, on December 9, 1996, by a vote
of 5 to 2, the Board made an official decision to dismantle FBMC and transfer
the remnants of the mortgage business to the Bank. During the week of December
9, 1996, Messrs. Whelchel and Hodges began firing FBMC employees. The Board
action was taken over the objections of Mr. Junkin and Mr. Lockyer who
emphasized to the Board their beliefs that the action was being taken just after
FBMC had apparently "turned the corner" on profitability in October and that it
was in opposition to the best interests of the shareholders of the Company
because it would result in a waste of a great deal of the Company's substantial
investment in the mortgage business and would be inconsistent with the business
plan used by the Company to raise money from the shareholders. The Requesting
Parties do not believe that the continuance of the mortgage business within the
Bank is an adequate substitute for a stand-alone mortgage banking subsidiary,
which would enjoy more flexibility and could in many ways be operated more
efficiently. See the Cover Letter.
The action to dismantle FBMC caused the Requesting Parties to seek the
Special Meeting. On December 24, 1996, the Requesting Parties distributed to the
shareholders the Request Solicitation Statement, soliciting requests
("Requests") from the shareholders of the Company to require the Company to call
a Special Meeting pursuant to Article 2, Section 2.4 of the Bylaws.
In opposition to the Requesting Parties' solicitation of Requests to call
the Special Meeting, the Whelchel Group sent on January 3, 1997 a third letter
to the shareholders (the "January 3 Letter"). In the
8
<PAGE> 10
view of the Requesting Parties, the January 3 Letter failed to respond to the
substantive issues concerning the business and future of the Company addressed
in the Requesting Parties' Request Solicitation Statement. Instead, the Whelchel
Group's January 3 Letter attempted to persuade the shareholders not to request
the call of the Special Meeting by means of a personal attack on Mr. Junkin,
which included statements that in the opinion of the Requesting Parties were
false and misleading, as well as inconsistent with prior statements made by the
Whelchel Group.
On January 7, 1997, in a separate letter to the shareholders, Mr. Junkin
responded to the January 3 Letter, by addressing the personal allegations,
correcting some of the false and misleading statements and pointing out the
inconsistencies between the January 3 Letter and prior statements made by the
Whelchel Group. A copy of Mr. Junkin's letter is attached as Exhibit C hereto.
On January 17, 1997, the Requesting Parties delivered to the Company
Requests on behalf of the holders of more than 25% of the outstanding Shares. On
January 17, 1997, 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 Whelchel Group's attorney 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 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, 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 (the "Amended Notice") of the
Special Meeting to the shareholders.
PROXY PROCEDURES
In order for your views on the above-described proposals to be represented
at the Special Meeting, please mark, sign and date the enclosed GREEN proxy card
and return it to Mr. Junkin, in the enclosed envelope in time to be voted at the
particular meeting. Execution of the GREEN proxy cards will not affect your
right to attend the Special Meeting and to vote in person.
Only Record Holders are eligible to execute a GREEN proxy card. Persons
owning Shares "beneficially" (i.e., deriving the economic benefits of ownership
thereof or having the power to vote or dispose of shares), but not "of record"
(i.e., having one's name recorded on the stock transfer records of the Company),
such as persons whose ownership of Shares is through a broker, bank, other
financial institution or other record holder should contact their broker, bank,
other financial institution or other record holder and instruct such person or
entity to execute the GREEN proxy card on their behalf.
RECORD DATE
The Bylaws provide that the record date for determining shareholders
entitled to vote at a special meeting is the date that the notice of the special
meeting is given. On January 29, 1997, Mr. Junkin gave the Amended
9
<PAGE> 11
Notice to the shareholders of the Special Meeting. Accordingly, the Record Date
for the purposes of the Special Meeting is January 29, 1997.
Only Record Holders are entitled to vote at the Special Meeting. If you
acquired Shares after the Record Date without a proxy, you may not execute a
Proxy to vote at the Special Meeting with respect to such Shares. A Record
Holder will retain the right to execute a proxy card in connection with this
Proxy Solicitation even if such Record Holder sells such Shares after the Record
Date.
REVOCATION OF REQUEST
A Proxy executed and delivered by a Record Holder may subsequently be
revoked by written notice of revocation to Mr. Junkin or the Company or by your
vote at the Special Meeting. A revocation may be in any written form validly
signed and dated by the Record Holder as long as it clearly states that such
Record Holder's Proxy previously given is no longer effective. Any valid
revocation delivered to Mr. Junkin or the Company shall supersede any previously
dated or undated GREEN proxy card. To be effective, a Record Holder's written
notice of revocation of his or her previously executed and delivered Proxy must
be signed, dated and delivered prior to the date of the Special Meeting.
Any revocation may be delivered to either Mr. Junkin at the address
provided on the back of this Proxy Statement or to the Company at any address
provided by the Company. The Requesting Parties request that, if a revocation is
delivered to the Company, a photostatic or other legible copy of the revocation
also be delivered to Mr. Junkin at the address set forth above. In this manner,
the Requesting Parties will be aware of all revocations.
If a Record Holder signs, dates and delivers a GREEN proxy card and
thereafter, on one or more occasions, dates, signs and delivers a later-dated
GREEN proxy card, the latest-dated GREEN proxy card will be controlling as to
the instructions indicated therein and will supersede such Record Holder's prior
Proxy or Proxies as embodied in any previously submitted GREEN proxy cards;
provided, however, that any such later-dated GREEN proxy card will be
inoperative and of no effect if it is delivered after the Special Meeting. ONLY
YOUR LATEST DATED PROXY FOR THE SPECIAL MEETING WILL COUNT AT THE MEETING.
If the Board chooses to oppose the Requesting Parties' Proxy Solicitation
and if, in such instance, a Record Holder signs a proxy revocation card sent to
such Record Holder by the Board, such Record Holder may override that revocation
by returning to Mr. Junkin a subsequently dated and signed GREEN proxy card.
SOLICITATION EXPENSES AND PROCEDURES
The entire expense of preparing, assembling, printing and mailing the Proxy
Statement and the accompanying form of Proxy and the cost of soliciting Proxies
(collectively, the "Solicitation Expenses") will be borne by Mr. Junkin. Mr.
Junkin reserves the right, though no final determination has been made, to seek
reimbursement from the Company for Solicitation Expenses if any of the
Requesting Parties' Nominees are elected to the Board at the Special Meeting.
Such reimbursement would be submitted to vote of the shareholders of the Company
at the next annual meeting of the Company.
In addition to the use of the mails, Proxies may be solicited by the
Requesting Parties by telephone, facsimile, telegraph and personal interviews,
for which no additional compensation will be paid to such individuals. The
Requesting Parties request banks, brokerage houses and other custodians,
nominees and fiduciaries to forward all of their solicitation materials to the
beneficial owners of the Shares they hold of record. The Requesting Parties will
reimburse these record holders for customary clerical and mailing expenses
incurred by them in forwarding these materials to their customers.
The Requesting Parties estimate that total expenditures relating to the
proxy solicitation will be approximately $ . To date, the Requesting
Parties have spent $ of such total estimated expenditures.
10
<PAGE> 12
The Requesting Parties currently do not intend to retain a proxy
solicitation firm to solicit proxies in connection with the Special Meeting, but
may determine to do so at any time prior to the Special Meeting. In the event,
the Requesting Parties determine to retain a proxy solicitation firm, it is
anticipated that the proxy solicitation firm would solicit proxies for the
Special Meeting from individuals, brokers, banks, bank nominees and other
institutional holders.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Mr. Junkin, Mr. Lockyer and Scott Junkin and the Requesting Parties'
Nominees may be deemed to be "participants" (as defined in Instruction 3 to Item
4 of Rule 14a -101 of the Exchange Act) in this Proxy Solicitation. Mr. Junkin
and Mr. Lockyer currently serve on the Board.
Certain information relating to the beneficial ownership of Shares by
participants in the solicitation and certain other information is contained in
Schedule I hereto and is incorporated herein by reference.
ADDITIONAL INFORMATION
The principal executive offices of the Company are at 200 Plantation Chase,
St. Simons Island, Georgia 31522. Except as otherwise noted herein, the
information concerning the Company has been taken from or is based upon
documents and records on file with the Commission and other publicly available
information. Although the Requesting Parties do not have any knowledge that
would indicate that any statement contained herein based upon such documents and
records is untrue, the Requesting Parties do not take any responsibility for the
accuracy or completeness of the information contained in such documents and
records, or for any failure by the Company to disclose events that may affect
the significance or accuracy of such information.
For information regarding the security ownership of certain beneficial
owners and the management of the Company, see Schedule II.
NO MATTER HOW MANY SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT. PLEASE SIGN
AND DATE THE ENCLOSED GREEN PROXY CARD AND PROMPTLY RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
11
<PAGE> 13
SCHEDULE I
BENEFICIAL OWNERSHIP OF
SHARES BY PARTICIPANTS IN THE SOLICITATION
Mr. Junkin has his principal business address at P.O. Box 30297, Sea
Island, Georgia 31561. Mr. Lockyer has his principal residential address at 311
Dunbarton Drive, St. Simons Island, Georgia 31522. Mr. Scott Junkin has his
principal business address at 62 Southfield Avenue, Stamford, Connecticut 06902.
Until October 17, 1996, Mr. Junkin and Mr. Lockyer served as the Chief Executive
Officer and Chief Operating Officer, respectively, of the Company. Mr. Junkin
and Mr. Lockyer are retired. Mr. Scott Junkin is an attorney.
As of the date of this Proxy Statement, Mr. Junkin is deemed to
beneficially own (as that term is defined in Rule 13d-3 under the Exchange 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 Mr. Junkin
has a right to acquire pursuant to warrants or options. As of the date of this
Proxy Statement, Mr. Lockyer is deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Exchange Act, as amended) 21,058 shares of
Common Stock, which constitutes 1.7% of the outstanding shares of Common Stock
and includes 1,458 shares which Mr. Lockyer has a right to acquire pursuant to
options. As of the date of this Proxy Statement, Mr. Scott Junkin is deemed to
beneficially own (as that term is defined in Rule 13d-3 under the Exchange 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. As of January 29, 1997, Mr. Junkin had
outstanding indebtedness of $62,588 and Mr. Scott Junkin had outstanding
indebtedness of $14,010 which they individually incurred for the purpose of
acquiring shares in the initial public offering of Common Stock of the Company.
As of the date of this Proxy Statement, Edward V. Baich is deemed to
beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act,
as amended) 5,262 shares of Common Stock, which constitutes less than one
percent of the outstanding Common Stock and includes 2,631 shares which Mr.
Baich has a right to acquire pursuant to warrants. As of the date of this Proxy
Statement, John M. Froehlich is deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Exchange Act, as amended) 2,494 shares of Common
Stock, which constitutes less than one percent of the outstanding Common Stock
and includes 1,247 shares which Mr. Froehlich has a right to acquire pursuant to
warrants. As of the date of this Proxy Statement, Frank J. Guzikowski is deemed
to beneficially own (as that term is defined in Rule 13d-3 under the Exchange
Act, as amended) 32,076 shares of Common Stock, which constitutes 1.4% of the
outstanding Common Stock and includes 4,038 shares which Mr. Guzikowski has a
right to acquire pursuant to warrants, 12,000 shares which are held by his wife
as custodian for his grandchildren and 12,000 shares for which warrants held by
his wife as custodian for his grandchildren may be exercised. As of the date of
this Proxy Statement, Richard S. Holson, Jr. is deemed to beneficially own (as
that term is defined in Rule 13d-3 under the Exchange Act, as amended) 19,125
shares of Common Stock, which constitutes less than one percent of the
outstanding Common Stock and includes 2500 shares which Mr. Holson has a right
to acquire pursuant to warrants and 1,625 shares held by VVGH, LP (a limited
partnership in which Mr. Holson is one of four limited partners) with respect to
which shares Mr. Holson has the individual power to vote or direct the vote, or
to dispose of or direct the disposition of, but does not include 4,875 shares
held by VVGH, LP with respect to which Mr. Holson does not have such individual
(or shared) power. As of the date of this Proxy Statement, James M. Showalter is
deemed to beneficially own (as that term is defined in Rule 13d-3 under the
Exchange Act, as amended) 4,408 shares of Common Stock, which constitutes less
than one percent of the outstanding Common Stock and includes 1,669 shares held
in an IRA for Mr. Showalter, 1,669 shares for which warrants held in Mr.
Showalter's IRA may be exercised, 535 shares held in an IRA for Mr. Showalter's
wife and 535 shares for which warrants held in the IRA for Mr. Showalter's wife
may be exercised.
As of the date of this Proxy Statement, Mr. Junkin owns of record 100,109
Shares, Mr. Lockyer owns of record 19,600 Shares, Mr. Scott Junkin owns of
record 9,872 Shares, Mr. Baich owns of record 2,631 Shares, Mr. Froehlich owns
of record 1,247 Shares, Mr. Guzikowski owns of record 4,038 Shares, Mr. Holson
owns of record 15,000 Shares, and Mr. Showalter owns no Shares of record.
12
<PAGE> 14
The participants in this Proxy Solicitation have purchased or sold the
following Shares within the last 2 years:
<TABLE>
<CAPTION>
SHARES PRICE
PARTICIPANT TRANSACTION DATE PURCHASED/SOLD PER SHARE
- ----------- ---------------- -------------- ---------
<S> <C> <C> <C>
Paul D. Lockyer........................... February 2, 1996 3,125 $6.00
sold
Gregory S. Junkin......................... March 31, 1995 4,044(1) $6.50
purchased
Scott A. Junkin........................... March 31, 1995 9,872(1) $6.50
purchased
Edward V. Baich........................... March 31, 1995 2,631(1) $6.50
purchased
John M. Froehlich......................... March 31, 1995 1,247(1) $6.50
purchased
Frank J. Guzikowski....................... March 31, 1995 16,038(1)(2) $6.50
purchased
Richard S. Holson, Jr..................... March 31, 1995 2,500(1) $6.50
purchased
1,625(3)
purchased
James M. Showalter........................ March 31, 1995 2,204(1)(4) $6.50
purchased
------
Total:.......................... 43,286
------
------
</TABLE>
- ---------------
(1) A number of warrants equal to the number of Shares purchased was purchased
concurrently by the participant without additional consideration.
(2) Includes 12,000 shares held by Mr. Guzikowski's wife as custodian for his
grandchildren.
(3) Includes 1,625 Shares purchased by VVGH, LP of which Mr. Holson is deemed to
have beneficial ownership, but does not include the other 4,875 Shares
purchased by VVGH, LP on December 13, 1996 at a price of $5.50.
(4) Includes 1,669 shares held in Mr. Showalter's IRA and 535 shares held in the
IRA of Mr. Showalter's wife.
Except as otherwise set forth in this Schedule I, none of the participants
in this Proxy Solicitation or any associate of any of the foregoing persons or
any other person who may be deemed a "participant" in this solicitation has
purchased or sold any Shares within the past two years, borrowed any funds for
the purpose of acquiring or holding any Shares, or is or was within the past
year a party to any contract, arrangement or understanding with any person with
respect to any Shares. There have not been any transactions since the beginning
of the Company's last fiscal year and there is not any currently proposed
transaction to which the Company or any of its subsidiaries was or is to be a
party, in which any of Mr. Junkin, Mr. Lockyer or Mr. Scott Junkin or any
associate or immediate family member of any of the foregoing persons or any
other person who may be deemed a "participant" in this solicitation had or will
have a direct or indirect material interest. Other than the directorships
contemplated by the Special Meeting Proposals, none of Mr. Junkin, Mr. Lockyer
or Mr. Scott Junkin or any associate of any of the foregoing persons or any
other person who may be deemed a "participant" in this solicitation has any
arrangement or understanding with any person with respect to any future
employment by the Company or its affiliates, or with respect to any future
transactions to which the Company or its affiliates will or may be a party.
Mr. Lockyer is a participant in the 1991 Incentive Stock Option Plan and
1991 Nonstatutory Stock Option Plan adopted by the Company on May 30, 1991.
13
<PAGE> 15
SCHEDULE II
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information relating to beneficial ownership of Common Stock is based upon
"beneficial ownership" concepts set forth in rules of the SEC under Section
13(d) of the Exchange Act. Under such rules, a person is deemed to be a
"beneficial owner" of a security if that person has or shares "voting power",
which includes the power to dispose of, or to direct the disposition of, such
security. A person is also deemed to be a beneficial owner of any security of
which that person has the right to acquire beneficial ownership within sixty
(60) days. Under the rules, more than one person may be deemed to be a
beneficial owner of the same securities, and a person may be deemed to be a
beneficial owner of securities as to which he has no beneficial interest. For
instance, beneficial ownership includes spouses, minor children and other
relatives residing in the same household, and trusts, partnerships, corporations
or deferred compensation plans which are affiliated with the principal.
The following table sets forth share ownership information as of April 1,
1996, with respect to persons known at such date to the Company to be beneficial
owners of more than 5% of the Shares, as such information was set forth in the
1996 Proxy Statement, and as of January 27, 1997 with respect to the beneficial
ownership of the Requesting Parties. The information as to beneficial ownership
by Leonard W. Golan, according to the 1996 Proxy Statement, was furnished to the
Company by or on behalf of Mr. Golan. Unless otherwise indicated, each of the
shareholders has sole voting and investment power with respect to the shares of
Common Stock beneficially owned.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES CLASS
- ------------------------------------ --------- ----------
<S> <C> <C>
Leonard W. Golan (1)........................................ 200,102 8.3%
21st Floor, Three First National Plaza
Chicago, Illinois 60602
Gregory S. Junkin, Paul D. Lockyer, Scott A. Junkin(2)...... 146,455 7.1%
P.O. Box 30297
Sea Island, Georgia 31561
</TABLE>
- ---------------
(1) Mr. Golan's beneficial ownership of the shares of Common Stock attributed to
him stems from (i) his having voting and investment power with respect to
certain of those shares in his capacity as Trustee of each of the Leonard
W. Golan Insurance Trust dated January 23, 1968, the Carol P. Golan
Insurance Trust dated November 7, 1977, and the Carol P. Golan QTIP Trust
dated April 18, 1995, and (ii) his claiming beneficial ownership of certain
shares registered in the name of his son, John F. Golan. The number of
shares beneficially owned by Mr. Golan includes the right to acquire 64,642
shares pursuant to Class A Warrants owned by Mr. Golan.
(2) Includes shares held by these individuals as a "group" as such term is used
in Section 13(d)(3) of the Exchange Act and includes rights of the members
of the group to acquire 48,481 Shares pursuant to Class A Warrants and
2,958 Shares pursuant to the exercise of vested options.
The following table sets forth, as of April 1, 1996 (except as otherwise
noted below), the name and address of, and the total number of Shares (if any)
of the Company beneficially owned (as defined in Rule 13d-3 under the Exchange
Act) and the percentage of outstanding Shares beneficially owned by, (i) each
person who is known to the Company to own beneficially 5% or more of the
outstanding Shares, (ii) each director of the Company, (iii) the Company's Chief
Executive Officer and each of its executive officers and (iv) all directors and
executive officers as a group. Except with respect to the percentage ownership
set forth for Mr. Junkin and Mr. Lockyer, the information presented below has
been taken from or is based upon documents and records on file with the
Commission and other publicly available information. Since April 1, 1996, the
total outstanding Shares has increased to 2,344,302. The percentage ownership
for Mr. Junkin and Mr. Lockyer set forth below is calculated on the basis of
2,344,302 outstanding Shares. Although the Requesting Parties do not have any
knowledge that would indicate that any statement contained herein based
14
<PAGE> 16
upon such documents and records is untrue, the Requesting Parties do not take
any responsibility for the accuracy or completeness of the information contained
in such documents and records, or for any failure by the Company to disclose
events that may affect the significance or accuracy of such information.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE OF CLASS
- ------------------------------------ ---------------- -------------------
<S> <C> <C>
L. McRee Harden(1)......................................... 19,385 *
P.O. Box 2369
Darien, Georgia 31305
Michael D. Hodges(2)....................................... 38,764 1.6%
207 Dunbarton Drive
St. Simons Island, Georgia 31522
Russell C. Jacobs, Jr.(3).................................. 16,763 *
308 Oak Grove Island Drive
Brunswick, Georgia 31525
Gregory S. Junkin(4)....................................... 105,653 4.5%(9)
P.O. Box 30297
Sea Island, Georgia 31522
C. Kermit Keenum(5)........................................ 16,545 *
100 Old Mountain Road
Powder Springs, Georgia 30073
Paul D. Lockyer(6)......................................... 21,058 *(9)
311 Dunbarton Drive
St. Simons Island, Georgia 31522
Jimmy D. Veal(7)........................................... 81,898 3.4%
711 Beachview Drive
Jekyll Island, Georgia 31527
J. Thomas Whelchel(8)...................................... 31,740 1.4%
5 Glynn Avenue
Brunswick, Georgia 31520
All persons and executive officers as a group(8 persons)... 331,806 14.2%
</TABLE>
- ---------------
* Less than 1%.
(1) Includes 1,250 shares owned by his wife for which he disclaims beneficial
ownership. Also includes the right to acquire 1,385 shares pursuant to
vested options.
(2) Includes the right to acquire 30,124 shares pursuant to vested options.
(3) Includes the right to acquire 1,263 shares pursuant to vested options.
(4) Includes the right to acquire 4,044 shares pursuant to Class A Warrants, and
1,500 shares pursuant to vested options and 17,500 shares which he holds as
nominee for Mr. Scott Junkin and as to which he does not have dispositive
power.
(5) Includes the right to acquire 1,045 shares pursuant to vested options.
(6) Includes the right to acquire 1,458 shares pursuant to vested options.
(7) Includes 9,125 shares owned as custodian for his son, Daniel D. Veal, 9,125
shares owned as custodian for his son, Zachary T. Veal, both under the
Uniform Gifts to Minors Act, and 1,958 shares pursuant to vested options.
(8) Includes 25 shares owned by Mr. Whelchel's daughter for which he disclaims
beneficial ownership, and 1,390 shares pursuant to vested options.
(9) Since April 1, 1996, the total number of outstanding Shares has increased to
2,344,302. The percentage ownership for Mr. Junkin and Mr. Lockyer set
forth above is calculated on the basis of 2,344,302 outstanding Shares.
15
<PAGE> 17
If your Shares are held in the name of a brokerage firm, bank or bank
nominee, only it can execute a Request with respect to your Shares and only upon
your specific instructions. Accordingly, please contact the persons responsible
for your account and instruct them to execute the GREEN Request card.
THE REQUESTING PARTIES STRONGLY URGE YOU TO SIGN, DATE AND RETURN TO MR.
JUNKIN, AT THE ADDRESS INDICATED BELOW, THE ENCLOSED GREEN PROXY CARD TO VOTE
FOR ELECTION OF THE REQUESTING PARTIES NOMINEES AND TO VOTE EITHER FOR THE
REMOVAL OF THE INCUMBENT DIRECTORS OR AN INCREASE IN THE SIZE OF THE BOARD.
Questions and requests for assistance in completing or delivering Proxy
cards may be directed to Mr. Junkin or Mr. Lockyer at the following addresses
and telephone numbers:
<TABLE>
<S> <C>
Gregory S. Junkin Paul D. Lockyer
P.O. Box 30297 311 Dunbarton Drive
Sea Island, Georgia 31561 St. Simons Island, Georgia 31522
(912) 638-4447 (912) 638-2381
</TABLE>
16
<PAGE> 18
APPENDIX
PROXY SOLICITATION
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
THIS REVOCABLE PROXY IS SOLICITED BY GREGORY S. JUNKIN, PAUL D. LOCKYER, SCOTT
A. JUNKIN
The undersigned shareholder of Golden Isles Financial Holdings, Inc. (the
"Company") hereby appoints Gregory S. Junkin, Paul D. Lockyer and Scott A.
Junkin, and each of them, proxies with full power of substitution and
resubstitution, for and in the name of the undersigned (the "Proxies"), to vote
all shares of Common Stock of the Company that the undersigned is entitled to
vote if personally present at the Special Meeting of Shareholders of the Company
to be held on March 11, 1997 at the Embassy Suites Hotel at 10 a.m. at 500 Mall
Boulevard, Brunswick, Georgia 31525 and at any adjournment or postponement
thereof. The undersigned hereby revokes any previous proxies with respect to the
matters covered by this Proxy.
GREGORY S. JUNKIN, SCOTT A. JUNKIN AND PAUL D. LOCKYER RECOMMEND A VOTE "FOR"
EACH OF THE PROPOSALS SET FORTH BELOW, INCLUDING EACH PROPOSAL SET FORTH UNDER
PROPOSAL A AND PROPOSAL B.
(Please mark each proposal with an "X" in the appropriate box)
PROPOSAL A:
1. To fix the number of directors at six. FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To remove Messrs. J. Thomas Whelchel, Michael D. Hodges, C. Kermit Keenum
and L. McRee Harden and all other persons serving as members of the Board
of Directors of the Company as of the date of the Special Meeting, except
Mr. Junkin, Mr. Lockyer, Mr. Russell C. Jacobs, Jr. and Mr. Jimmy D.
Veal. FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To amend Article 3, Section 3.6 of the bylaws of the Company to clarify
that the shareholders of the Company shall have the right to fill a
vacancy on the Board of Directors of the Company (created by the removal
of a director) at a special meeting or an annual meeting by inserting the
following sentence at the end of Section 3.6:
A vacancy occurring in the Board of Directors through removal of a
director may be filled for the unexpired term and until the shareholders
have elected a successor by resolution of the shareholders at any annual
or special meeting of the shareholders. FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To elect Messrs. Richard S. Holson, Jr. and James M. Showalter
(collectively, the "Proposal A Nominees").
FOR all Proposal A Nominees [ ] WITHHOLD AUTHORITY for all Proposal A
Nominees [ ]
(INSTRUCTION: To withhold authority to vote for one or more nominees, mark
FOR above and print the name(s) of the person(s) with respect to whom you wish
to withhold authority in the space provided on the reverse side.)
PROPOSAL B:
If Proposal A is not adopted in its entirety, Proposal B will be proposed by
the Requesting Parties to the shareholders of the Company.
1. To fix the number of directors at thirteen.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To elect Messrs. Edward V. Baich, John M. Froehlich, Frank J. Guzikowski,
Richard S. Holson, Jr. and James M. Showalter (collectively, the "Proposal
B Nominees").
FOR all Proposal B Nominees [ ] WITHHOLD AUTHORITY for all Proposal B
Nominees [ ]
(INSTRUCTION: To withhold authority to vote for one or more nominees, mark
FOR above and print the name(s) of the person(s) with respect to whom you wish
to withhold authority in the space provided on the reverse side.)
(Continued and to be dated and signed on the reverse side)
(Continued from front)
PROPOSAL AS TO CHAIRMAN OF THE SPECIAL MEETING:
GREGORY S. JUNKIN, SCOTT A. JUNKIN AND PAUL D. LOCKYER RECOMMEND A VOTE "FOR"
THE ELECTION OF GREGORY S. JUNKIN OR, IN HIS ABSENCE, PAUL D. LOCKYER AS THE
CHAIRMAN OF THE SPECIAL MEETING.
To elect Gregory S. Junkin, or, in his absence, Paul D. Lockyer as the Chairman
of the Special Meeting.
FOR Mr. Gregory S. Junkin, or, in his absence, Paul D. Lockyer, as Chairman of
the Special Meeting [ ] WITHHOLD AUTHORITY [ ]
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER MARKED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO MARKING IS MADE, THIS PROXY WILL BE DEEMED TO
BE A DIRECTION TO VOTE FOR THE FOREGOING PROPOSALS IN THEIR ENTIRETY.
GREGORY S. JUNKIN, PAUL D. LOCKYER AND SCOTT A. JUNKIN STRONGLY RECOMMEND THAT
YOU VOTE "FOR" THE PRECEDING ACTIONS.
Please sign exactly as your name appears on your stock certificate. When
shares are held by joint tenants, both should sign. When signing as an attorney,
executor, administrator, trustee or guardian, give full title as such.
If a corporation, sign in full
corporate name by president or
other authorized officer. If a
partnership, sign in
partnership name by authorized
person.
Dated:____________ , 199_____
_____________________________
Signature
_____________________________
Signature (if jointly held)
_____________________________
Title:
PLEASE SIGN, DATE AND MAIL PROMPTLY IN THE POSTAGE-PAID ENVELOPE ENCLOSED.
