<PAGE>
SCHEDULE 14A
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
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or 240.14a-12
Eufaula BancCorp, Inc.
------------------------------------------------
(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)(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>
EUFAULA BANCCORP, INC.
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 17, 2000
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Eufaula
BancCorp, Inc. (the "Company"), a Delaware corporation, will be held at the
Eufaula Country Club, 2650 Country Club Road, Eufaula, Alabama, on Wednesday,
May 17, 2000 at 5:00 p.m., central daylight time, for the following purposes:
1. To elect the three nominees named in the Proxy Statement as directors
to serve for a term of three years and to elect the two nominees named in the
Proxy Statement as directors to serve for a term of one year, or until their
successors have been elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournments thereof but which is not now anticipated.
Details respecting these matters are set forth in the accompanying Proxy
Statement. Only stockholders of record at the close of business on March 29,
2000, will be entitled to notice of and a vote at the annual meeting. Commencing
10 days prior to the meeting, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder, shall be open to examination by any stockholder at the Company's
principal office at 224 East Broad Street, Eufaula, Alabama, during ordinary
business hours for any purpose germane to the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND
DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE AS PROMPTLY
AS POSSIBLE. THE PROXY MAY BE REVOKED BY YOUR VOTE IN PERSON AT THE MEETING, BY
YOUR EXECUTION AND SUBMISSION OF A LATER DATED PROXY PRIOR TO ANY VOTE TAKEN, OR
BY YOUR GIVING WRITTEN NOTICE OF REVOCATION TO THE SECRETARY OF THE COMPANY AT
ANY TIME PRIOR TO THE VOTING THEREOF.
By Order of the Board of Directors
/s/ John E. Burns
-------------------------------------
April 17, 2000 Secretary
<PAGE>
EUFAULA BANCCORP, INC.
224 BROAD STREET
EUFAULA, ALABAMA 36027
Telephone: (334) 687-3581
PROXY STATEMENT
FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement and the accompanying proxy are furnished on or about
April 17, 2000, by Eufaula BancCorp, Inc. (the "Company"), to the holders of
record of common stock of the Company in connection with the Company's annual
meeting of stockholders, and any adjournments thereof, to be held on Wednesday,
May 17, 2000, at 5:00 p.m. central daylight time, at the Eufaula Country Club,
2650 Country Club Road, Eufaula, Alabama. The matters to be considered and acted
upon, including the election of directors, are described below.
The Company is a Delaware corporation and is a bank holding company under
the Bank Holding Company Act of 1956, as amended. The Company operates two
wholly-owned subsidiary banks, Southern Bank of Commerce ("Southern Bank") with
offices in Eufaula, Montgomery, Huntsville and Madison, Alabama, and First
American Bank of Walton County ("First American"), located in Santa Rosa Beach,
Florida, with offices in Freeport, Grayton Beach and Panama City, Florida.
The board of directors of the Company recommends that you elect the five
director-nominees named in this Proxy Statement.
The enclosed proxy is solicited on behalf of the board of directors of the
Company. You may revoke it at any time prior to the voting of such proxy if you
give written notice of revocation to the Secretary of the Company, or if you
execute and submit a later dated proxy prior to any vote taken, or if you vote
in person at the annual meeting. Mere attendance at the meeting by you will not
be sufficient to revoke the proxy. All properly executed proxies delivered
pursuant to this solicitation will be voted at the meeting and in accordance
with instructions, if any. If no instructions are given, the proxies will be
voted FOR the director-nominees named herein, and such proxies will also be
voted in accordance with the discretion of the proxy holders as to any other
matter that may come before the meeting.
The cost of soliciting proxies will be borne by the Company. In addition to
the use of the mails, proxies may be solicited by personal interview, telephone
or telegraph, and banks, brokers, nominees or fiduciaries will be required to
forward the soliciting material to the principals and to obtain authorization of
the execution of proxies. The Company may, upon request, reimburse banks,
brokers and other institutions, nominees and fiduciaries for their expenses in
forwarding proxy material to the principals.
1
<PAGE>
Stockholders Eligible to Vote
This Proxy Statement is furnished to the holders of Common Stock who were
holders of record as of the close of business on March 29, 2000 (the "Record
Date"). You will be eligible to vote at the meeting only if you were a
stockholder of record as of the Record Date.
Votes will be tabulated and counted by one or more inspectors of election
appointed by the Chairman of the Board of the Company. Proxies marked as
abstentions and shares held in street name which have been designated by brokers
on proxy cards as not voted will not be counted as votes cast on any proposal.
Such proxies (including proxies marked to withhold authority to vote for a
director) will be counted for purposes of determining a quorum at the meeting. A
quorum consists of a majority of the shares of Common Stock outstanding.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
As of the Record Date, the Company had issued and outstanding 2,625,273
shares of Common Stock with approximately 460 stockholders of record. Each such
share is entitled to one vote. The Company's profit sharing plan holds 35,485
of these shares for the account of employees of the Company and its
subsidiaries. In addition, as of that date, 178,000 shares of Common Stock were
subject to issue upon the exercise of options pursuant to the Company's stock
option plans. There are currently 5,000,000 shares of Common Stock authorized.
Principal Stockholders
The following table shows those persons who are known to the Company to be
beneficial owners as of the Record Date of more than five percent of the
Company's outstanding Common Stock:
<TABLE>
<CAPTION>
Shares of Company Beneficially Owned
------------------------------------
Name and Address Common Stock Percentage of Class Outstanding(1)
---------------- ------------ -----------------------------------
<S> <C> <C>
Robert M. Dixon 260,221(2) 9.91%
Post Office Box 280
Eufaula, Alabama 36072
Michael C. Dixon 277,150(3) 10.56%
Post Office Box 280
Eufaula, Alabama 36072
Greg B. Faison 178,691(4) 6.58%
400 St. Francis Road
Eufaula, Alabama 36027
</TABLE>
2
<PAGE>
(1) "Beneficial Ownership" includes shares for which an individual,
directly or indirectly, has or shares voting or investment power or both,
including the right to acquire beneficial ownership within 60 days. All of the
listed persons have sole voting and investment power over the shares listed
opposite their names unless otherwise indicated in the notes below. Beneficial
Ownership as reported in the above table has been determined in accordance with
Rule 13d-3 of the Securities Exchange Act of 1934, as amended. The percentages
are based upon 2,625,273 shares of Common Stock outstanding plus for each person
listed the number of shares of Company common stock which such person has a
right to acquire within 60 days under the Company's stock option plan.
(2) Includes 14,129 shares owned by Mr. Dixon's wife and 11,535 shares out
of a total of 23,071 shares held in the Janice D. Dixon Trust over which Mr.
Dixon is co-trustee. See footnote (3).
(3) Includes 24,591 shares owned by Mr. Dixon's wife, 11,535 shares out of
a total of 23,071 shares held in the Janice D. Dixon trust over which Mr. Dixon
has voting control as co-trustee, and 15,317 shares held as custodian for his
children. See footnote (2).
(4) Includes 90,000 shares of Common Stock subject to options currently
exercisable under the Company's stock option plan.
Security Ownership of Management
The following table indicates for each director, and director-nominee,
certain executive officers, and all executive officers and directors of the
Company as a group the number of shares of outstanding Common Stock of the
Company beneficially owned on the Record Date.
<TABLE>
<CAPTION>
Shares of the Company Beneficially Owned
----------------------------------------
Directors Common Stock Percentage of Class Outstanding(1)
- --------- ------------ -----------------------------------
<S> <C> <C>
James R. Balkcom, Jr. 16,440(2) *
Michael C. Dixon 277,150(3) 10.56%
Robert M. Dixon 260,221(4) 9.91%
Greg B. Faison ** 178,691(5) 6.58%
James J. Jaxon, Jr. 23,793 *
Janis R. Biggers 8,970 *
Thomas A. Harris 5,500 *
Frank McRight 18,035 *
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
Burt H. Rowe, Jr. 121,400(6) 4.62%
Director-Nominees
who are not currently directors
- -------------------------------
James A. Faulkner 300 *
William D. Moorer, Jr. 40,000 1.52%
Dennis A. Wallace 10,386 *
All Executive Officers, Directors and 960,886 35.38% (7)
Director Nominees as a Group
(9 Persons)
</TABLE>
__________________
*Represents less than one percent.
** Chief Executive Officer
(1) See footnote (1) to the table above at "Principal Stockholders" for a
definition of "Beneficial Ownership."
(2) Includes 2,700 shares held by his wife and 1,165 shares held by his
children's charitable trust.
(3) See footnote (3) to the table above at "Principal Stockholders."
(4) See footnote (2) to the table above at "Principal Stockholders."
(5) See footnote (4) to the table above at "Principal Stockholders."
(6) These shares are held by First Eldorado Bancshares, Inc., of which Mr.
Rowe is a controlling shareholder.
(7) Percentage for the group is calculated by including 90,000 shares as
outstanding shares subject to options for Mr. Faison.
ELECTION OF DIRECTORS
(Proposal 1 on the Proxy Card)
The Company recommends that the stockholders elect James A. Faulkner,
William D. Moorer, Jr. and Dennis A. Wallace, to hold office for a term of three
years and James R. Balkcom, Jr. and Burt H. Rowe, Jr. each to serve for a term
of one year, or until their successors are elected and qualified. The Company's
Restated Certificate of Incorporation provides that the number of
4
<PAGE>
directors which shall constitute the entire board shall be fixed from time to
time by resolutions adopted by the board, but shall not be less than three nor
more than fifteen persons. The board has fixed the number at 9.
On December 22, 1999, the board of directors by resolution expanded the
number of permissible members of the board from seven to eight and elected James
R. Balkcom, Jr., as a director to fill the vacancy. Mr. Balkcom was elected to a
term expiring in 2001. Also on that date, Robert M. Dixon retired as chairman of
the board, but remains as a director. James R. Balkcom, Jr. was elected chairman
of the board to succeed Mr. Dixon.
On January 12, 2000, the board of directors expanded the permissible number
of directors from eight to nine and elected Burt H. Rowe, Jr. as a director to
fill the vacancy. Mr. Rowe was elected to a term expiring in 2001.
Janis R. Biggers, Thomas A. Harris and Frank A. McRight, currently
directors whose terms expire at the 2000 Annual Meeting, have decided not to
seek reelection to the board.
The Company's Restated Certificate of Incorporation provides for the
election of directors to terms of three years, with approximately one-third of
the total directors to be elected each year. Hence, three directors will be
elected to serve for terms of three years. James R. Balkcom, Jr. and Burt H.
Rowe, Jr., who were appointed to the board as described above, will each be
elected for a term of one year, so that at the 2001 annual meeting, the terms of
three directors will expire.
Proxies cannot be voted for a number of directors greater than five.
If, prior to the voting at the annual meeting, any person to be elected a
director is unable to serve or for good cause cannot serve, the shares
represented by all valid proxies may be voted for the election of such
substitute as the members of the board of directors may recommend. Company
management knows of no reason why any person would be unable to serve as a
director.
Assuming a quorum is present at the meeting, a plurality of the votes cast
will be sufficient to elect the directors. On the proxy card, voting for
directors is Proposal 1.
The following table provides certain biographical information about the
persons to be elected and about the directors whose terms expire in 2001 and
2002. Executive officers serve at the discretion of the board of directors.
<TABLE>
<CAPTION>
Name, Age and Year Position and Offices Present and
Became Director or Held with the Company Principal Occupation
Executive Officer and Subsidiaries for Last Five Years
----------------- ---------------- -------------------
---------------------------------------------------------------------
Director-Nominees to be Elected for Terms Expiring in 2003
----------------------------------------------------------
<S> <C> <C>
James A. Faulkner None Vice Chairman, Century
55, N/A South Banks, Inc.
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
Dahlonega, Georgia
since January 2000,
Vice Chairman and CEO
December 1997 to January 2000
and President and CEO April 1993
to December 19997
William D. Moorer, Jr. Chairman of the Board, President, ArkoMetric, LLC,
55, N/A Southern Bank (electronic test measurement
and services)
Atlanta, Georgia, since
November 1998;
President, Moorer & Associates
(independent consultants)
Eufaula, Alabama
March 1995 to November 1998
Dennis A. Wallace Chairman of the Board, Owner, South Bay Ace Hardware
50, N/A First American and Lumber Company, Inc.
Santa Rosa Beach, Florida
</TABLE>
Director-Nominees to be Elected for Terms Expiring in 2001
----------------------------------------------------------
<TABLE>
<S> <C> <C>
James R. Balkcom, Jr.* Chairman of the Board, Chairman, since 1996,
55, 1999 the Company Director since 1996,
President and CEO
(1999 to March 2000),
PAMECO Corporation,
Atlanta, Georgia;
Director, Century South Banks,
Inc., Dahlonega, Georgia
Burt H. Rowe, Jr. Director, the Company Chairman and President,
62, 2000 First Eldorado Bancshares, Inc.,
Eldorado, Illinois
</TABLE>
Remaining Director Whose Term Expires in 2001
---------------------------------------------
<TABLE>
<S> <C> <C>
Greg B. Faison * President, CEO, Director, President, CEO, Director
52, 1988 the Company; CEO and Director the Company; CEO and Director
Southern Bank; Director, Southern Bank; Director,
First American First American
</TABLE>
Remaining Directors Whose Terms Expire in 2002
----------------------------------------------
<TABLE>
<S> <C> <C>
Michael C. Dixon ** Director, the Company Secretary-Treasurer, Dixon
59, 1988 Director, First American Lumber Company,
Eufaula, Alabama
Robert M. Dixon ** Director, the Company President, Dixon
67, 1988 Lumber Company,
Eufaula, Alabama
James J. Jaxon, Jr. Director, the Company Mayor, City of Eufaula;
Owner, J.J. Jaxon Company
</TABLE>
6
<PAGE>
52, 1988 Director, Southern Bank (Monument Company)
Eufaula, Alabama
* Indicates that the director is also an executive officer.
** Michael C. Dixon and Robert M. Dixon are brothers.
Of the directors and director-nominees listed above, James R. Balkcom, Jr.
serves as a director of PAMECO Corporation and he and James A. Faulkner serve as
directors of Century South Banks, Inc., both of which are companies with
securities registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934.
There is an Audit Committee of the Board of Directors presently consisting
of Janis Biggers, Chairperson, James J. Jaxon, Jr. and Thomas A. Harris. The
Board of Directors has decided that there shall be an audit committee composed
of not less than three directors appointed by the board annually or more often,
none of whom shall be active officers of the Company, whose duty it shall be to
make an examination at least once each year into the affairs of the Company and
to report the results of their examination in writing to the board at the next
regular meeting. The audit committee may make recommendations to the board of
directors or the policy and procedures committee and, with the approval of the
board of directors, may employ an independent qualified firm of certified public
accountants. The audit committee met once in 1999.
The compensation committee presently consists of Burt H. Rowe, Jr.,
chairman, and Michael C. Dixon. This committee will evaluate the performance of
the chief executive officer as well as other management personnel, regarding the
adequacy of compensation and benefit plans, and makes recommendations to the
board regarding the foregoing. This committee did not meet in 1999.
The executive committee consists of Robert M. Dixon, chairman, James R.
Balkcom, Jr., and Gregory B. Faison. This committee also serves as the
nominating committee and recommends to the board of directors the persons to be
nominated to the board of directors on behalf of the Company. This committee did
not meet in 1999.
During 1999, the board of directors met 12 times. All directors attended
75% or more of these meetings, plus meetings of committees of the board on which
they served.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than ten
percent of the Company's common stock to file reports of ownership and changes
in ownership with the Securities and Exchange Commission (the "SEC"). Such
officers, directors and greater than ten-percent shareholders are required by
SEC
7
<PAGE>
regulations to furnish the Company with copies of all Section 16(a) forms they
file, including Form 5s which are filed with the SEC annually.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Form 5s were
required for those persons, the Company believes that during 1999 all filings
applicable to its officers, directors and greater than ten-percent beneficial
owners were made timely.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors, officers and principal stockholders of the Company and
their affiliated interests were customers of and had transactions with the
Company's subsidiary banks in the ordinary course of business during the past
year; additional transactions may be expected to take place in the ordinary
course of business. Included in such transactions were outstanding loans and
commitments by the Company's subsidiary banks, all of which were made in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than the normal risk of
collectability or present other unfavorable features.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table presents for the last three fiscal years of the Company
the compensation paid to the Chief Executive Officer of the Company. The total
annual salary and bonus for 1999 for each of the other executive officers did
not exceed $100,000.
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Long Term
Compensation
------------
Awards
------
Name and Principal Other Securities
------------------ Salary Bonus Annual Underlying All other
Position Year ($) ($) Compensation ($) Options (#) Compensation ($)(2)
-------- ---- --- --- ---------------- ----------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Gregory B. Faison, 1999 131,250 -0- 0(1) 178,000 9,653
President and
Chief Executive
Officer
1998 125,000 -0- 0 178,000 11,629
1997 $ 116,820 $40,000 0 178,000 $10,780
</TABLE>
(1) Did not exceed 10 percent of salary and bonus for the applicable year.
8
<PAGE>
(2) Includes life insurance premiums paid on behalf of Mr. Faison and
Company profit sharing plan and stock purchase plan contributions in the
respective amounts of $4,353 and $5,300 for 1999, $3,338 and $8,291 for 1998,
and $2,780 and $8,000 for 1997.
Options
The Company has 361,000 shares of Common Stock currently subject to
options. Of these shares, 178,000 are currently exercisable, and the remainder
become exercisable once a year in January according to a vesting schedule.
The following table shows certain information respecting exercised and
unexercised options for Common Stock held by the Company's executive officer
named above in the Summary Compensation Table.
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<TABLE>
<CAPTION>
Number of Securities Underlying
Unexercised Options Value of Unexercised In-the-Money
at December 31, 1999 Options at December 31, 1999
-------------------- ----------------------------
Name Exercisable/ Exercisable/
---- Unexercisable Unexercisable
------------- -------------
<S> <C> <C>
Gregory B. Faison 75,000/45,000(1) $600,000/$360,000
</TABLE>
(1) Mr. Faison holds options to acquire 120,000 shares of Common Stock of
the Company; 90,000 of these shares are exercisable as of the date of this Proxy
Statement (including 15,000 which became exercisable on January 1, 2000) and
the remainder become exercisable at the rate of 15,000 shares on January 1 of
each year hereafter through March 31, 2002. These shares reflect a 3 for 2 stock
split which took place on November 15, 1997 and a 2 for 1 stock split which took
place on December 20, 1996.
Non-Qualified Supplemental Retirement Benefit Agreements
The Company has entered into a non-qualified supplemental retirement
benefit agreement with Greg B. Faison. Pursuant to this agreement, which is
fully financed by life insurance, the Company has agreed to pay Mr. Faison a
benefit upon his retirement, death or termination of his service as a director
of Southern Bank. The benefit paid by the Company to the beneficiaries of Mr.
Faison by reason of his death shall be an amount equal to the value of his
liability reserve account, if any, at the time of his death. The annual benefit
to be paid by reason of his retirement or termination of his service as a
director of Southern Bank shall commence at the time of his retirement or age 65
whichever occurs later and shall be an amount determined by a formula that
depends upon future events. This benefit will be paid each year for the life of
Mr. Faison and is
9
<PAGE>
currently projected to be approximately $68,360.00 in the first year with a
small increase in that amount thereafter.
If there is a change of control of the Company and Mr. Faison's service on
the board of directors of the Company is subsequently terminated, Mr. Faison
shall receive the benefits provided for under the agreement in the event of his
retirement as if he had continuously served until retirement. All death benefits
under the agreement will continue to be available. A change of control under the
agreement is defined as the cumulative transfer of more than 50 percent of the
voting stock of the Company from the date of the agreement (July 23, 1996)
excluding transfers on account of death, gifts, transfers between family members
or transfers to a qualified retirement plan maintained by the Company.
Michael C. Dixon, Robert M. Dixon, James J. Jaxon, Jr. and Janis R.
Biggers, directors of the Company, have similar agreements. The aggregate
benefits to be paid to these directors as a group, excluding Mr. Faison, at
retirement are approximately $155,842 in the aggregate.
Mr. Faison is also a party to an endorsement split dollar agreement that
will provide a life insurance benefit to his beneficiary in an amount that is
projected to be between $430,000 and $850,000 depending upon the time of his
death. The Company is the owner and beneficiary of the life insurance policy
that is the subject of this agreement and has by endorsement given Mr. Faison
the right to designate the beneficiary of 80% of the net-at-risk life insurance
portion of that policy. The net-at-risk insurance portion of the policy is
defined as the difference between the total death benefit of the policy and the
policy's cash surrender value.
Director Compensation.
The policy of the Company is that the directors of the Company who are not
employees of the Company receive a fee of $6,500 annually, plus $300 for each
board meeting attended. Members of committees receive fees of $200 for each
committee meeting attended. The Board of Directors approved a plan in March 1999
pursuant to which the directors may, in lieu of receiving their director fees in
cash, acquire shares of the Company's common stock in cash at the fair market
value of such shares. Shares will be acquired by the Company for such directors
in open market purchases. No shares have been acquired under this plan.
10
<PAGE>
In addition, the Company has a stock purchase plan for directors pursuant
to which a director may purchase at market value shares of Company Common Stock
in $50 monthly increments up to $200 per month. The Company will contribute 50%
of each director's monthly contribution for the purpose of purchasing additional
shares for such director.
As described immediately above, certain directors also have supplemental
retirement agreements with the Company.
PROPOSALS OF STOCKHOLDERS
Subject to certain rules of the SEC, proposals by shareholders intended to
be presented at the Company's 2001 annual meeting of shareholders must be
received at the Company's principal executive offices not less than 120 calendar
days in advance of April 17, 2001, for inclusion in the proxy or information
statement relating to the 2001 annual meeting.
The Company's bylaws provide that the Company's annual meeting of
shareholders shall be held on the third Wednesday of May of each year.
STOCKHOLDER NOMINATIONS FOR DIRECTOR
In addition to the right of the Board of Directors to select nominees for
director elections, stockholders may nominate persons to serve as directors by
following the procedures set forth in the Company's Restated Certificate of
Incorporation. The Restated Certificate of Incorporation provides that in order
to make a nomination, the stockholder must be entitled to vote for the election
of directors and must provide advance notice to the Company of a proposed
nomination. The notice must be provided not less than 14 days nor more than 50
days prior to any meeting of stockholders at which directors are to be elected;
and the notice must set forth (i) the name, age, citizenship, business address
and residence address of each nominee proposed; (ii) the principal occupation or
employment of each nominee for the five years preceding such meeting; (iii) the
number of shares of stock of the Corporation which are owned directly or
indirectly, by each such nominee; and (iv) all such other information with
respect to each such nominee as is required to be disclosed in a proxy statement
soliciting votes with respect to the election of directors which complies with
the Securities Exchange Act of 1934 and the rules and regulations thereunder.
The stockholder making the nomination must be present in person or by proxy
at the meeting of the stockholders called for the election of directors. The
chairman of the meeting has the right to determine whether the stockholder has
followed properly the foregoing procedures.
11
<PAGE>
OTHER MATTERS
The Company does not know of any matters to be presented for action at the
meeting other than those listed in the notice of the meeting and referred to
herein.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO ITS STOCKHOLDERS, UPON WRITTEN
REQUEST, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE ACCOMPANYING
FINANCIAL STATEMENTS AND SCHEDULES, REQUIRED TO BE FILED WITH THE SEC FOR THE
YEAR ENDED DECEMBER 31, 1999. COPIES OF THE EXHIBITS TO SUCH REPORT WILL ALSO BE
AVAILABLE UPON PAYMENT OF A REASONABLE FEE FOR COPYING CHARGES. REQUESTS SHOULD
BE MADE TO:
John E. Burns
Secretary and Treasurer
Eufaula BancCorp, Inc.
Post Office Box 1269
Eufaula, Alabama 36072-1269
Telephone: 334/687-3581
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING
ENVELOPE AS PROMPTLY AS POSSIBLE.
YOU MAY REVOKE THE PROXY BY GIVING WRITTEN NOTICE OF REVOCATION TO THE
SECRETARY OF THE COMPANY AT ANY TIME PRIOR TO THE VOTING THEREOF, BY EXECUTING
AND SUBMITTING A LATER DATED PROXY PRIOR TO ANY VOTE TAKEN, OR BY ATTENDING THE
MEETING AND VOTING IN PERSON.
April 17, 2000
Eufaula, Alabama
12
<PAGE>
Solicited by the Board of Directors
PROXY
Common Stock
Eufaula BancCorp, Inc.
Annual Meeting of Stockholders
May 17, 2000
The undersigned hereby appoints Greg B. Faison and John E. Burns, and
either of them, or such other persons as the board of directors of Eufaula
BancCorp, Inc. ("the Company"), may designate, proxies for the undersigned, with
full power of substitution, to represent the undersigned and to vote all of the
shares of Common Stock of the Company at the annual meeting of stockholders to
be held on May 17, 2000 and at any and all adjournments thereof.
1. Election of three Directors to serve until 2003:
James A. Faulkner, William D. Moorer, Jr. and Dennis A. Wallace.
( ) FOR all nominees listed except ( ) WITHHOLD authority to
as marked to the contrary vote for all nominees
Instruction: To withhold authority to vote for any individual, strike a
line through the nominee's name in the above list:
Election of two Directors to serve until 2001:
James R. Balkcom, Jr. and Burt H. Rowe, Jr.
( ) FOR all nominees listed except ( ) WITHHOLD authority to
as marked to the contrary vote for all nominees
Instruction: To withhold authority to vote for any individual, strike a
line through the nominee's name in the above list:
2. In their discretion, to vote on such other matters as may properly
come before the meeting, but which are not now anticipated, to vote for the
election of any person as a director should any person named in the proxy
statement to be elected be unable to serve or for good cause cannot serve and to
vote upon matters incident to the conduct of the meeting.
This proxy is solicited on behalf of the board of directors and will be
voted as directed herein. If no direction is given, this proxy will be voted for
the five persons named in proposal 1 and in accordance with the discretion of
the proxy holders respecting proposal 2.
(TURN OVER)
Please sign and date this proxy.
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Dated: ,2000
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Phone No:
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(Signature of Stockholder)
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(Signature of Stockholder, if more than one)
Please sign exactly as your name appears on this proxy. Agents, executors,
administrators, guardians and trustees must give full title as such. If shares
are held jointly, each stockholder must sign. Corporations should sign by their
president or other authorized officer.
