<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
3811 Frederica Road
St. Simons Island, Georgia 31522
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
To be held on Wednesday, June 24, 1998
Notice is hereby given that the Annual Meeting of Shareholders of Golden Isles
Financial Holdings, Inc. (the "Company") will be held on Wednesday, June 24,
1998, at 10:00 a.m., local time, at The Comfort Inn, 5308 New Jesup Highway
(Interstate 95 and State Route 341), Brunswick, Georgia 31525 for the purpose of
considering and voting upon the following matters, all of which are described in
the attached Proxy Statement:
1. The election of directors; and
2. Such other matters as may properly come before the meeting and any
adjournment thereof.
Only shareholders of record at the close of business on May 8, 1998, shall be
entitled to notice of and to vote at the meeting and any adjournment thereof.
The Board of Directors would like to have as many shareholders as possible
represented at the Annual Meeting. Accordingly, you are asked to SIGN AND
RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE. You may change or
withdraw your proxy at any time prior to the voting at the meeting, including if
you attend the meeting and wish to vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
JIMMY D. VEAL
Treasurer and Secretary
St. Simons Island, Georgia
May 27, 1998
<PAGE>
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
3811 Frederica Road
St. Simons Island, Georgia 31522
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
INTRODUCTION
This Proxy Statement is furnished by the Board of Directors (the "Board") of
Golden Isles Financial Holdings, Inc. (the "Company"), in connection with its
solicitation of proxies for use at the Annual Meeting of Shareholders of the
Company to be held on Wednesday, June 24, 1998, at 10:00 a.m. local time, at The
Comfort Inn, 5308 New Jesup Highway (Interstate 95 and State Route 341),
Brunswick, Georgia 31525, and any adjournment thereof, for the purposes set
forth in the accompanying notice of the meeting. The expense of this
solicitation, including the cost of preparing and mailing this Proxy Statement,
will be paid by the Company. Proxies may be solicited by directors, officers or
regular employees of the Company and its subsidiaries in person, by telephone or
by other means. It is anticipated that this Proxy Statement and the accompanying
proxy will first be mailed to shareholders on or about May 27, 1998.
Only shareholders of record at the close of business on May 8, 1998 (the "Record
Date"), are entitled to vote at the Annual Meeting, or any adjournment thereof.
As of that date, the Company had outstanding and entitled to vote 2,313,645
shares of Common Stock held by 910 shareholders of record. Each share of Common
Stock is entitled to one vote.
Any proxy given pursuant to this solicitation may be revoked by any shareholder
who attends the meeting and gives notice of his or her election to vote in
person, without compliance with any other formalities. In addition, any proxy
given pursuant to this solicitation may be revoked prior to the meeting by
delivering an instrument revoking it, or a duly executed proxy bearing a later
date, to the Chairman of the Company. If the proxy is properly completed and
returned by the shareholder and is not revoked, it will be voted at the meeting
in the manner specified thereon. If the proxy is returned without any choice
being specified thereon, it will be voted for all the nominees for directors
named and described herein, and, in the proxy holders' discretion, with regard
to any other matter that may properly come before the meeting.
The Company requests that banks, brokerage houses and other custodians, nominees
and fiduciaries forward all of the solicitation materials to the beneficial
owners of the shares they hold of record. The Company will reimburse these
record holders normal handling charges for such forwarding service.
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<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
General
- -------
The Company's Board of Directors is composed of eight members. Directors of the
Company are elected at the Annual Meeting of the Company's shareholders. The
term of office for directors is one year or until the next Annual Meeting and
thereafter until their successors are elected and qualified.
Directors are to be elected by a plurality vote of the shares represented, in
person or by proxy, at the Annual Meeting, which are eligible to be voted in
connection with the election of directors. In determining the number of shares
voted for or against any nominee for director, abstentions and broker non-votes
are disregarded. The Board of Directors is informed that all of the nominees
are willing to serve as directors, but if any of them should decline or be
unable to act as a director, then the persons designated as proxy holders in the
accompanying proxy card(s) (or their substitutes) will vote for such substitute
nominee or nominees as may be designated by the Board of Directors unless the
Board reduces the number of directors accordingly.
Biographic Information
- ----------------------
The Board proposes the election of the following directors of the Company for a
term of one year. All persons nominated for election are incumbent directors.
Following is information about each nominee, including biographical data for at
least the last five years.
C. Ray Acosta (57). Mr. Acosta has been employed by Georgia Power Company since
1964. He has been Region Manager for the Coastal Region, a 10-county service
area, since 1993. Prior to that, he was District Manager for the Brunswick
District from 1977 to 1993. Mr. Acosta is Past President and Campaign Chairman
of the United Way of Brunswick and Glynn County, and past Chairman of the
Brunswick and Glynn County Development Authority. Mr. Acosta was one of the
original directors of the Company and served as a director of the Company from
1987 to 1994, and was reelected at the Annual Meeting in 1997. He also served
as a director of the Bank from 1990 to 1994.
James M. Fiveash (66). Mr. Fiveash is retired and was formerly President of
Five Transportation Company. Mr. Fiveash was one of the original directors of
the Company and served as a director of the Company from 1987 to 1994, and was
reelected at the Annual Meeting in 1997. He also served as a director of the
Bank from 1990 to 1994. Mr. Fiveash is retired and serves as part-time
President of the Fiveash Company, which is in the business of renting trucking
terminals.
L. McRee Harden (42). Mr. Harden, one of the original directors of the Company,
has been a director of the Company since July 1988, a director of the Bank since
February 1990, and a director of FCC since July 1993. Mr. Harden is the
Secretary and Treasurer of Friendly Express, Inc., a company which operates a
chain of approximately 29 convenience stores in south Georgia and Florida.
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<PAGE>
Michael D. Hodges (45). Mr. Hodges has been a director of the Company since
1991, a director of the Bank since June 1990, and a director of FCC since
October 1996. On February 20, 1997, Mr. Hodges was appointed President and CEO
of the Bank, having been Acting President and CEO of the Bank since October
1996. Prior to that, he had been Senior Vice President of the Bank since June
1990, with principal responsibilities for the Bank's loan portfolio.
Russell C. Jacobs, Jr. (62). Mr. Jacobs, one of the original directors of the
Company, has been a director of the Company since July 1988, a director of the
Bank since February 1990, and a director of FCC since October 1996. He also has
been a Vice Chairman of the Bank since July 1995. Mr. Jacobs is self-employed
as an agent for the Equitable Financial Companies, and as a registered
representative with Equico Securities, Inc. Mr. Jacobs holds both the Chartered
Life Underwriter ("CLU") and Chartered Financial Consultant ("CHFC")
designations.
Claude Kermit Keenum (62). Mr. Keenum, one of the original directors of the
Company, has been a director of the Company since July 1988, a director of the
Bank since February 1990, and a director of FCC since July 1995. He was the
Superintendent of the Glynn County School System from 1980 to 1989 and the
Superintendent of the Cobb County School System in metropolitan Atlanta from
1989 to 1992. He was President of Southeastern Communication Systems, Inc., and
Keenum's Educational Services, Inc., and is now retired.
Jimmy D. Veal (49). Mr. Veal, one of the original directors of the Company,
has been a Vice Chairman of the Company since July 1995. He has been a director
of the Company since June 1987 and Secretary/Treasurer of the Company since
September 1992. He has been a Vice Chairman of the Bank since July 1995, a
director of the Bank since July 1990, and Secretary/Treasurer and a director of
FCC since July 1993. He is Secretary/Treasurer and a director of Motel
Properties, Inc., a corporation that owns and operates five motels in Glynn
County and two in Camden County.
J. Thomas Whelchel (63). Mr. Whelchel, one of the original directors of the
Company, is the Chairman and CEO of the Company, a position held by him since
October 17, 1996. Prior to that, Mr. Whelchel was a Vice Chairman of the
Company between July 1995 and October 1996. From July 1988 through July 1995,
he served as President of the Company. Mr. Whelchel has been a director of the
Company since July 1988, and Chairman and a director of the Bank since February
1990. Mr. Whelchel has also been a director of FCC since July 1993. He is a
senior partner in the Brunswick law firm of Whelchel, Brown, Readdick and
Bumgartner.
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<PAGE>
Security Ownership of Certain Beneficial Owners and Management
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The following table sets forth share ownership information as of March 17, 1998,
with respect to any person known to GIFH to be a beneficial owner of more than
5% of GIFH's Common Stock, including Common Stock owned in the form of Units.
The information as to beneficial ownership was furnished to GIFH by or on behalf
of the persons named. Unless otherwise indicated, each of the shareholders has
sole voting and investment power with respect to the shares of Common Stock
beneficially owned. Percentage ownership is calculated based on 2,313,645
outstanding shares.
Security Ownership of Certain Beneficial Owners*
Name and Address Percent
of Beneficial Owner Number of Shares of Class
- ------------------- ---------------- --------
Leonard W. Golan (1) 188,034 8.13%
21st Floor,
Three First National Plaza
Chicago, Illinois 60602
Although Gregory S. Junkin, Paul D. Lockyer, and Scott A. Junkin filed a
Schedule 13d with the Securities and Exchange Commission on November 14, 1996
indicating that they may together constitute a "group" owning in excess of five
percent of the Common Stock of the Company, the Company is unaware of the
current beneficial share ownership figures for those individuals, and whether
those persons continue to consider themselves as possibly constituting a "group"
within the meaning of Rule 13d-5 of the 34 Act. Accordingly, the Company can
not provide reliable beneficial ownership information for such persons.
* 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 Securities Exchange Act of 1934, as amended (the "Act"). Under
such rule, 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 vote or direct
the voting of such security, or "investment 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.
(1) Mr. Golan's beneficial ownership of the shares of Common Stock attributed
to him stems from his having voting and investment power with respect to
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
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dated November 7, 1977, and the Carol P. Golan QTIP Trust dated April 18,
1995. 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.
The following table sets forth share ownership information as of March 17, 1998,
with respect to (i) each current director, nominee for director and named
executive officer of GIFH who beneficially owns Common Stock, including Common
Stock owned in the form of Units, and (ii) all current directors and named
executive officers of GIFH as a group. The information as to beneficial
ownership was furnished to GIFH by or on behalf of the persons named. Unless
otherwise indicated, each of the shareholders has sole voting and investment
power with respect to the shares beneficially owned. Percentage ownership is
calculated based on 2,313,645 outstanding shares.
Security Ownership of Management*
Name and Address Percent
of Beneficial Owner Number of Shares of Class
- ------------------- ---------------- --------
L. McRee Harden (1) 19,385 .84%
P.O. Box 2369
Darien, GA 31305
Michael D. Hodges (2) 55,033 2.38%
207 Dunbarton Drive
St. Simons Island, GA 31522
Russell C. Jacobs, Jr. (3) 16,763 .73%
308 Oak Grove Island Drive
Brunswick, GA 31525
C. Kermit Keenum (4) 16,545 .72%
100 Old Mountain Road
Powder Springs, GA 30073
Jimmy D. Veal (5) 81,898 3.54%
711 Beachview Drive
Jekyll Island, GA 31527
J. Thomas Whelchel (6) 31,740 1.37%
5 Glynn Avenue
Brunswick, GA 31520
Charles R. Acosta (7) 27,624 1.19%
226 Medinah
St. Simons Island, GA 31522
James M. Fiveash (8) 40,000 1.73%
605 King Cotton Row
Brunswick, GA 31525
-8-
<PAGE>
Name and Address Percent
of Beneficial Owner Number of Shares of Class
- ------------------- ---------------- --------
All Directors and Executive 288,988 12.49%
Officers as a Group
(8 persons)
* 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 Act. Under such rule, 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 vote or direct the voting of such security, or "investment 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.
(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 35,124 shares pursuant to vested options.
(3) Includes the right to acquire 1,263 shares pursuant to vested options.
(4) Includes the right to acquire 1,045 shares pursuant to vested options.
(5) 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.
(6) Includes 25 shares owned by Mr Whelchel's daughter for which he disclaims
beneficial ownership, and 1,390 shares pursuant to vested options.
(7) Includes 1,437 shares beneficially owned by Mr. Acosta.
(8) Includes 6,000 shares owned individually by Mr. Fiveash and 34,000 shares
beneficially owned by him.
Related Party Transactions
- --------------------------
During 1997, the Bank loaned funds to certain of the Company's executive
officers and directors or to businesses in which such persons had an interest.
All such loans were: (a) in the ordinary course of business, (b) on
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substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and (c)
did not involve more than the normal risk of collectibility or present other
unfavorable features.
Compliance with Section 16(a) of the Act
- ----------------------------------------
Based solely on review of Forms 3 and 4 and amendments thereto furnished to the
Company during its fiscal year and review of Form 5 and amendments thereto
furnished to the Company with respect to the 1997 fiscal year, no person who, at
any time during the 1997 fiscal year was a director, officer or beneficial owner
of more than 10% of the Common Stock, failed to file on a timely basis, as
disclosed in such forms, reports required by Section 16(a) of the Act during the
1997 fiscal year.
The Board of Directors and its Committees
- -----------------------------------------
The Board of Directors of the Company held twelve regular meetings during the
year ended December 31, 1997. Each of the directors attended more than 75% of
the aggregate of (i) the total number of meetings of the Board of Directors; and
(ii) the total number of meetings held by all committees of the Board of
Directors on which he served, during the period of the 1997 fiscal year that he
served as a director.
The Company's Board of Directors has established an audit committee (the "Audit
Committee"), a directors committee ("Committee on Directors"), the EDP steering
committee, an executive committee, and a loan committee. In addition, from time
to time, the Board creates temporary committees for various limited purposes.
The members of the Audit Committee are L. McRee Harden, Russell C. Jacobs, Jr.,
and James M. Fiveash. The Audit Committee held 7 meetings during the 1997
fiscal year. The objective of the Audit Committee is to prevent losses by the
Company from fraud, defalcation and/or operating deficiencies.
The members of the Committee on Directors are C. Kermit Keenum, Chairman, C. Ray
Acosta, Russell C. Jacobs, Jr., Michael D. Hodges, and J. Thomas Whelchel. The
Committee on Directors is charged with responsibility for oversight of,
nominations for, and compensation of the company's directors and senior
officers.
The members of the EDP Steering Committee are James M. Fiveash, Chairman, L.
McRee Harden, C. Kermit Keenum, and Michael D. Hodges. The Electronic Data
Processing Steering Committee is responsible for ensuring the company's
compliance with Year 2000 requirements and approval of purchases of major
equipment.
The members of the Executive Committee are Russell C. Jacobs, Jr., Chairman,
Jimmy D. Veal, J. Thomas Whelchel, Michael D. Hodges, and James T. Layman. The
Executive Committee is responsible for strategic planning and development of the
business of the company.
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The members of the Loan Committee are Jimmy D. Veal, Chairman, L. McRee Hardin,
Vice Chairman, James M. Fiveash, Michael D. Hodges, and J. Thomas Whelchel. The
Loan Committee is responsible for reviewing loan applications.
Executive Compensation
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The following table sets forth the compensation paid to the named executive
officers of GIFH and its subsidiaries:
(Continued on the following page)
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The following table is a summary of compensation paid during the past three
years to the individual serving as the Company's CEO during 1997 and any other
executive officer who during 1997 earned in excess of $100,000 in annual salary
and bonus.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
SECURITIES
OTHER ANNUAL RESTRICTED1 UNDERLYING LTIP ALL OTHER
NAME AND POSITION YEAR SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS/SARS(#) PAYOUTS COMPENSATION
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. THOMAS WHELCHEL 1997 91,872/5/ ----- ----- ----- ----- ----- -----
CEO
1996 ------ ----- ----- ----- 1,390/4/ ----- -----
1995 ------ ----- ----- 61,950/2/ ----- ----- -----
MICHAEL D. HODGES 1997 120,919 ----- ----- ----- ----- ----- -----
PRESIDENT
FIRST BANK OF 1996 100,861 ----- ----- ----- 2,042/4/ ----- -----
BRUNSWICK
1995 92,096 6,000 ----- 10,498/3/ 6,921/4/ ----- -----
JAMES T. LAYMAN 1997 109,262 ----- ----- ----- ----- ----- -----
PRESIDENT
FIRST CREDIT 1996 99,667 ----- ----- ----- 3,523/4/ ----- -----
CORPORATION
1995 91,179 12,749 ----- ----- 5,000/4/ ----- -----
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ In the event that the Company declares a dividend on its outstanding
shares of Common Stock, then such dividend will be equally applicable to the
restricted stock reported in this column.
/2/ The aggregate number of shares of restricted stock held by J. Thomas
Whelchel as of December 31, 1997, is 10,325 shares and the value of such shares
is $17,905 based on the terms of the following vesting schedule. Under the
terms of the award of these restricted shares to Mr. Whelchel in 1995 ("1995
Restricted Stock") one-seventh of such shares (1,475) became vested on July 25,
1996; another one-seventh became vested on July 25, 1997; and an additional one-
seventh of such shares will vest on July 25 of each year thereafter until all
such shares have vested. If at any time Mr. Whelchel becomes neither a director
nor an executive officer of the Company or any subsidiary of the Company, then
he shall forfeit any shares of 1995 Restricted Stock which has not already
vested at the time of the event which triggers such forfeiture.
/3/ The aggregate number of shares of restricted stock held by Michael D.
Hodges as of December 31, 1997, is 2,390 shares and the value of such shares is
$2,792, based on the following schedule. Of the shares of restricted stock, 775
were awarded to Mr. Hodges in 1994 ("1994 Restricted Stock"), all of which vest
upon the earlier of (I) five years from August 17, 1994, the date the shares
were granted to Mr. Hodges or (ii) a change in control in the ownership of the
Company through the acquisition of more than 50% of the Company's outstanding
stock by a third party. Mr. Hodges will forfeit the 1994 Restricted Stock if he
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is not employed by either the Company or one of its subsidiaries on August 16,
1999, unless Mr. Hodges' employment is termination because of the sale of the
Company or a subsidiary through which Mr. Hodges is employed and Mr. Hodges is
not offered other employment within the Company of one of its subsidiaries.
Under the terms of the award of 1,615 shares of restricted stock awarded to Mr.
Hodges in 1995 ("1995 Restricted Stock"), one-seventh of such shares (230
shares) became vested on July 25, 1996; another one-seventh became vested on
July 25, 1997; and an additional one-seventh of such shares will vest on July 25
of each year thereafter until all such shares have vested. If at any time Mr.
Hodges becomes neither a director nor an executive officer of the Company or any
subsidiary of the Company, then he shall forfeit any shares of 1995 Restricted
Stock which has not already vested at the time of the event which triggers such
forfeiture.
/4/ These options are incentive stock options which have been granted
pursuant to that certain Golden Isles Financial Holdings, Inc. 1995 Stock Option
Plan adopted by the Company on July 25, 1995 (the "1995 Plan"). The 1995 Plan
provides for the granting of certain options that are intended to qualify as
incentive stock options within the meaning of Section 422(b) of the Internal
Revenue Code, as well as certain nonstatutory stock options that are non
intended to qualify as incentive stock options within the meaning of Section
422(b) of the Internal Revenue Code. These incentive stock options were granted
on July 25, 1995, and vested immediately upon being granted. These options may
be exercised at any time before the earlier of (I) July 25, 2005 or (ii) the
date upon which the optionee ceases to be an employee of the Company; provided,
however, that if the Optionee's employment with the Company is terminated for
any reason other than (a) optionee's death or disability, (b) optionee's
voluntary termination of his employment with the Company's consent, or (c)
termination of optionee's employment by the Company for cause, then, in such
event, optionee may exercise these incentive stock options for up to three
months after termination of his employment (but in no event later than July 25,
2005).
/5/ Mr. Whelchel served as acting CEO of the Company without a written
agreement, and the compensation committee of the Board agreed to compensate Mr.
Whelchel for his time spent as CEO of the Company. The amount stated as his
salary for 1997 is the amount settled upon by the compensation committee.
OPTION/SAR GRANTS. There was no grant of any stock option or stock
appreciation right ("SAR") to any of the individuals for whom compensation
information has been provided in the above summary compensation table.
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of securities underlying in-the-money options
Shares acquired on Value Realized Unexercised Options/SARS at FY-End SARs at FY-End
Name exercise (#) (#) (Exercisable/Unexercisable) (Exercisable/Unexercisable)
- ---- ------------------ -------------- ---------------------------------- ---------------------------
<S> <C> <C> <C> <C>
J. Thomas Whelchel ------ ------ 1,390/0/2/ 4,691.25/0/1/
Michael D. Hodges ------ ------ 30,124/0/3/ 136,760.21/0/1/
James T. Layman ------ ------ 4,523/5,000/4/ 13,399.63/14,375/1/
</TABLE>
No stock options were exercised by the listed individuals and there were no
outstanding SARs during fiscal year 1997.
The Company does not have any Long Term Incentive Plans in effect.
/1/ Dollar values have been calculated by determining the difference
between the estimated fair market value of the Company's common stock at March
19, 1998 ($9.38) and the exercise prices of the options.
/2/ On January 18, 1996, these options were awarded to Mr. Whelchel as
compensation with respect to his services as a director.
/3/ Michael D. Hodges has the right to acquire 30,124 shares of the
Company's common stock pursuant to stock options issued by the Company to Mr.
Hodges. All of the 30,124 stock options held by Mr. Hodges were exercisable as
of January 20, 1996. Of the 30,124 stock options, 18,750 are exercisable at the
price of $4.00 per share, 1,003 are exercisable at the price of $4.60 per share,
1,408 are exercisable at the price of $6.25 per share, 6,921 are exercisable at
the price of $6.50 per share, and 2,042 are exercisable at the price of $6.00
per share.
/4/ Of these options, 1,000 were granted on February 22, 1994 with an
exercise price of $6.25 per share, and expire on February 22, 2004; 5,000 were
granted on July 25, 1995 with an exercise price of $6.50 per share, but are not
yet vested or subject to exercise; 292 were granted on January 19, 1996 at an
exercise price of $6.00 per share, and expire on January 19, 2006; and 3,231
were granted on February 15, 1996 at an exercise price of $6.50 per share, and
expire February 15, 2006.
Employment Agreements
- ---------------------
On February 20, 1997, the Bank and Michael D. Hodges entered into an employment
agreement ("Hodges Agreement") summarizing the terms of Mr. Hodges' employment
with the Bank. Pursuant to the Hodges Agreement, Mr. Hodges is to serve as
President and Chief Executive Officer of the Bank. Mr. Hodges' base salary was
set at $125,000 per year, subject to possible increases. The Hodges Agreement
provides that Mr. Hodges is entitled to bonuses and other benefits including an
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automobile. The Bank may terminate Mr. Hodges' employment with the Bank with or
without cause. However, if Mr. Hodges is dismissed from his employment for
reasons other than for cause, the Bank shall for a period of one year following
his termination continue to pay him his then current base salary. The initial
term of the Hodges Agreement is through February 20, 1999, and thereafter, shall
be annually renewed for successive one-year periods unless either party gives
90-days notice of non-renewal.
Mr. Whelchel served as Acting President and CEO of the Company beginning October
17, 1996, and throughout the period covered by this report without any written
employment agreement, but with the understanding, however, that the compensation
committee of the Board would determine the sum to be paid to him for his
services. The recommendation by the compensation committee was approved by the
full Board, and the compensation paid to Mr. Whelchel as disclosed in the
Summary Compensation Table included in this Item 10. Mr. Whelchel is not
serving under a written agreement, but the Board of Directors has determined to
compensate him in the form of stock options which reflect his needed involvement
in Company management, and the number of options will be based solely on the
judgment of the Board.
On December 26, 1996, FCC and James T. Layman entered into a written employment
agreement ("Layman Agreement") summarizing the terms of Mr. Layman's employment
with FCC. Pursuant to the Layman Agreement, Mr. Layman is to serve as President
and Chief Executive Officer of FCC. Mr. Layman's base salary was set at $95,000
per year, subject to possible annual increases. The Layman Agreement provides
that Mr. Layman is entitled to bonuses and other benefits including an
automobile. The Layman Agreement is effective through December 31, 2001, and
may be modified by the mutual consent of Mr. Layman and FCC. Should there be a
change in control of the Company, the Layman Agreement remains in force and
effect.
Recommendation of Management on Proposal No. 1
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THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ELECTION OF EACH OF
THE NOMINEES. PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE SO VOTED
UNLESS SHAREHOLDERS SPECIFY A CONTRARY CHOICE IN THEIR PROXIES.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The management of the Company knows of no matters other than those above that
are to be brought before the Annual Meeting. However, if any other matter
should be presented for consideration and voting at the Annual Meeting or any
adjournment thereof, it is the intention of the persons named in the enclosed
form of proxy to vote the proxy in accordance with their judgment of what is in
the best interest of the Company.
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<PAGE>
ANNUAL REPORT
The Annual Report to the Shareholders for 1997 accompanies this Proxy Statement,
but is not deemed a part of the proxy soliciting material.
A COPY OF THE 1997 FORM 10-KSB REPORT AS REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, EXCLUDING EXHIBITS, WILL BE MAILED TO
SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO: SECRETARY, GOLDEN ISLES
FINANCIAL HOLDINGS, INC., 3811 FREDERICA ROAD, ST. SIMONS ISLAND, GEORGIA 31522.
SUCH REQUEST MUST SET FORTH A GOOD-FAITH REPRESENTATION THAT THE REQUESTING
PARTY WAS EITHER A HOLDER OF RECORD OR A BENEFICIAL OWNER OF COMMON STOCK OF THE
COMPANY ON MAY 8, 1998. EXHIBITS TO THE FORM 10-KSB WILL BE MAILED UPON SIMILAR
REQUEST AND PAYMENT OF SPECIFIED FEES.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
From time to time the Company's shareholders may present proposals which may be
proper subjects for inclusion in the Company's proxy statements for
consideration at the Company's Annual Meetings. To be considered for inclusion,
shareholder proposals must be submitted on a timely basis and comply in all
respects with the rules and regulations of the Securities and Exchange
Commission. Proposals for the Company's 1999 Annual Meeting must be received
by the Company no later than February 1, 1999, and such proposals, as well as
any questions related thereto, should be directed to the Secretary of the
Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jimmy D. Veal
------------------------
Jimmy D. Veal, Secretary
Date: May 27, 1998
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