<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
FAYETTE COUNTY BANCSHARES, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
(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
FAYETTE COUNTY BANCSHARES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 25, 1996
The Annual Meeting of Shareholders (the "Meeting") of Fayette County
Bancshares, Inc. (the "Company") will be held at the offices of Fayette County
Bank at 300 Peachtree Parkway South, Peachtree City, Georgia 30269 on the 25th
day of April, 1996, at 4:30 p.m. for the following purposes:
1. To elect five members to the Board of Directors;
2. To consider such other matters as properly may come
before the Meeting or any adjournment of the Meeting.
Only holders of record of the Company's Common Stock at the close of
business on March 20, 1996, will be entitled to notice of and to vote at the
Meeting. The stock transfer books will remain open.
A Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed. PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY TO THE
COMPANY IN THE ENCLOSED POSTAGE-PAID REPLY ENVELOPE. This will assist us in
preparing for the Meeting.
All shareholders are cordially invited to attend the Meeting.
By Order of the Board of Directors:
/s/ Ira P. Shepherd, III
-----------------------------------
Ira P. Shepherd, III
Chief Executive Officer
April 5, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE, AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE
IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING.
<PAGE> 3
FAYETTE COUNTY BANCSHARES, INC.
300 PEACHTREE PARKWAY SOUTH
PEACHTREE CITY, GEORGIA 30269
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 25, 1996
This Proxy Statement is furnished in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders (the "Meeting") of
Fayette County Bancshares, Inc. (the "Company") to be held on April 25, 1996,
at 4:30 p.m. and at any adjournment thereof, for the purposes set forth in this
Proxy Statement. THE ACCOMPANYING PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF THE COMPANY. The principal executive offices of the Company are located at
300 Peachtree Parkway South, Peachtree City, Georgia 30269. This Proxy
Statement and the accompanying Form of Proxy were first mailed to the
shareholders on or about April 5, 1996.
VOTING AND REVOCABILITY OF PROXY APPOINTMENTS
The Company has fixed March 20, 1996, as the record date (the "Record
Date") for determining the shareholders entitled to notice of and to vote at
the Meeting. The Company's only class of issued and outstanding stock is its
Common Stock, par value $1.00 per share (the "Common Stock"). At the close of
business on the Record Date, there were outstanding and entitled to vote
612,440 shares of Common Stock of the Company with each share being entitled to
one vote. There are no cumulative voting rights. A majority of the
outstanding shares of Common Stock represented at the Meeting, in person or by
proxy, will constitute a quorum.
All proxies will be voted in accordance with the instructions
contained in the proxies. If no choice is specified, proxies will be voted
"FOR" the election to the Board of Directors of all the nominees listed below
under "ELECTION OF DIRECTORS" and, at the proxy holders' discretion, on any
other matter that may properly come before the Meeting. Any shareholder may
revoke a proxy given pursuant to this solicitation prior to the Meeting by
delivering an instrument revoking it or by delivering a duly executed proxy
bearing a later date to the Secretary of the Company. A shareholder may elect
to attend the Meeting and vote in person even if he or she has a proxy
outstanding.
Management of the Company is not aware of any other matter to be
presented for action at the Meeting other than those mentioned in the Notice of
Annual Meeting of Shareholders and referred to in this Proxy Statement. If any
other matters come before the Meeting, it is the intention of the persons named
in the enclosed Proxy to vote on such matters in accordance with their
judgment.
SOLICITATION
The costs of preparing, assembling and mailing the proxy materials and
of reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy materials to the
beneficial owners of shares held of record will be borne by the Company.
Certain officers and regular employees of the Company or its subsidiaries,
without additional compensation, may use their personal efforts, by telephone
or otherwise, to obtain proxies in addition to this solicitation by mail. The
Company expects to reimburse brokers, banks, custodians and other nominees for
their reasonable out-of-pocket expenses in handling proxy materials for
beneficial owners of the Common Stock.
<PAGE> 4
ELECTION OF DIRECTORS
Article Eight of the Company's Articles of Incorporation and Section
3.3 of the Company's Bylaws provide that the Board of Directors shall be
divided into three classes with each class to be as nearly equal in number as
possible. Article 8 and Section 3.3 also provide that the three classes of
directors are to have staggered terms, so that the terms of only approximately
one-third of the Board members will expire at each annual meeting of
shareholders. The Board of Directors of the Company presently consists of
sixteen members, each of whom also serves as a director of Fayette County Bank
(the "Bank"), with the exception of Kerstin M. Gasko who is not a director of
the Bank.
The current Class I directors are Robert W. Bertelsbeck, Joseph S.
Black, Kerstin M. Gasko, Robert C. Gasko, Mukut Gupta, and G. Webb Howell. The
current Class II directors are Mark A. Jungers, John E. Molis, Richard A.
Parlontieri, Arlie C. Aukerman, and Ira P. Shepherd, III. The current Class
III directors are Donnie H. Russell, Fred B. Sheats, H. Geoffrey Slade, Sr.,
Enrico A. Stanziale, and John R. Torretto. The current terms of the Class III
directors will expire at the Meeting. Each of the three current Class III
directors has been nominated for reelection and will stand for election at the
Meeting for a three-year term. The terms of the Class I directors will expire
at the 1997 Annual Shareholders' Meeting and the terms of the Class II
directors will expire at the 1998 Annual Shareholders' Meeting.
It is the intention of the persons named as proxies in the
accompanying proxy to vote FOR the election of the nominees identified below to
serve for a three-year term, expiring at the 1999 Annual Meeting of
Shareholders. If any nominee is unable or fails to accept nomination or
election (which is not anticipated), the persons named in the proxy as proxies,
unless specifically instructed otherwise in the proxy, will vote for the
election in his stead of such other person as the Company's existing Board of
Directors may recommend.
The directors shall be elected by a plurality of the votes cast at the
Meeting. Abstentions and broker non- votes will not be considered to be either
affirmative or negative votes.
The table below sets forth certain information about the nominees,
including each nominee's age, position with the Company, and position with the
Bank. All of the nominees are nominated as Class III directors. See the
discussion under the heading "Directors and Executive Officers of the Company
and the Bank" for a description of each nominee's principal occupation.
<TABLE>
<CAPTION>
Position with Position with
Name Age The Company The Bank
- ---- --- ----------- ------------
<S> <C> <C> <C>
Donnie H. Russell 52 Director Director
Fred B. Sheats 71 Director Director
H. Geoffrey Slade 47 Director Director
Enrico A. Stanziale 55 Director Director
John R. Torretto 60 Director Director
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
FIVE NOMINEES NAMED ABOVE.
2
<PAGE> 5
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY AND THE BANK
The following table sets forth the name of each director and executive
officer of the Company and the Bank, his or her age and positions held, and a
brief description of his or her principal occupation and business experience
for the preceding five years. Except as otherwise indicated below, each of the
directors has been a director of the Company and the Bank since their formation
in 1988.
<TABLE>
<CAPTION>
NAME AND AGE POSITION PRINCIPAL OCCUPATION
- ------------ -------- --------------------
<S> <C> <C>
Arlie C. Aukerman Class II Director Mr. Aukerman is the owner and Chairman
(74) of the Board of A.C. Aukerman Company,
a highway construction company based in
Hampton, Georgia. Mr. Aukerman has been
a director of the Bank since 1988 and
of the Company since 1995. He was also
a director of the Company from 1988 to
1994.
Robert W. Bertelsbeck Class I Director Mr. Bertelsbeck was the General Manager
(53) of NCR Corporation's Worldwide Service
Parts Center in Peachtree City,
Georgia, from 1979 until 1993. He is
currently the Logistics Manager for
Fritz Companies, Inc. in Atlanta,
Georgia.
Joseph S. Black Class I Director Mr. Black is the President of Peachtree
(48) City Development Corporation and has
served in that role since 1991. From
1986 until 1991, Mr. Black served as
the Executive Vice President and
General Manager of Peachtree City
Development Corporation.
Kerstin M. Gasko Class I Director Mrs. Gasko has owned and managed Eazy
(52) Street Fashions, a ladies apparel shop
in Peachtree City, Georgia, since 1983.
Mrs. Gasko is a director of the Company
but not the Bank.
Robert C. Gasko Class I Director Mr. Gasko was a Captain with Northeast
(65) Airlines, Inc. from 1958 until 1972
when that company merged with Delta Air
Lines, Inc. From 1972 until his
retirement in 1990, Mr. Gasko was
employed by Delta Air Lines as a Senior
Captain flying international routes
between Atlanta and various european
cities.
Mukut Gupta Class I Director Mr. Gupta is currently the President of
(56) Jefferson Consultants in Peachtree
City, Georgia. Prior to working for
Jefferson Consultants, Mr. Gupta served
as the President of Georgia Utilities
Company,
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
NAME AND AGE POSITION PRINCIPAL OCCUPATION
- ------------ -------- --------------------
<S> <C> <C>
the President of M.G. Engineering &
Construction Co., General Manager of
Kajima International and Senior Vice
President of Garden Cities Corporation.
Mr. Gupta is a licensed Civil Engineer
in Georgia, Alabama and Florida.
G. Webb Howell Class I Director Mr. Howell has operated a State Farm
(42) Insurance Agency in Peachtree City,
Georgia since 1974.
Mark A. Jungers Class II Director Mr. Jungers has been a Sales
(43) Representative for BIMECO, Inc., a
medical products distributor based in
Largo, Florida, since 1979. Mr.
Jungers is currently the General
Hospital Sales Manager for BIMECO.
Mark B. Kearsley Senior Vice President and Mr. Kearsley has served as the Chief
(34) Chief Financial Officer of Financial Officer of the Company and
the Company and the Bank the Bank since 1989. Mr. Kearsley also
served as Vice President of the Company
and the Bank from 1989 until March of
1994 when he became Senior Vice
President. Mr. Kearsley was previously
employed as the Operations Officer at
the Bank of Troup County in LaGrange,
Georgia, where he started his banking
career in 1984.
John E. Molis Class II Director Mr. Molis has been employed as a
(53) consultant to the airline industry
since 1990. He was Executive Vice
President of Field Aircraft in
Peachtree City, Georgia from 1989 to
1990. He has worked in the airline
industry since 1972 with Scheduled
Skyways, Inc., Southern Airline, and as
the Senior Vice President - Maintenance
and Engineering for Northwest Airlines
from 1985 to 1988. Mr. Molis is an FAA
certified commercial pilot.
Richard A. Parlontieri Class II Director Mr. Parlontieri is currently the
(50) President of Habersham Resources
Management. He previously owned Main
Street Custom Homes, Inc. From 1990 to
1992, Mr. Parlontieri served as the
President and Chief Executive Officer
of MSK Development Co., Inc., the
developer of a Fayette County golf
course community.
</TABLE>
4
<PAGE> 7
<TABLE>
<S> <C> <C>
Donnie H. Russell Class III Director. Since 1967, Mr. Russell has been the
(52) owner and President of Parham
Industries, a mobile home company
located in Jonesboro, Georgia
Fred B. Sheats Class III Director Mr. Sheats has practiced accounting and
(71) law as a certified public accountant
and an attorney in Atlanta, Georgia for
the past thirty-five years. He is
presently practicing both professions
on a limited basis while maintaining
other business interests. Mr. Sheats
became a director of the Company and
the Bank in 1992.
Ira P. Shepherd, III President and Chief Mr. Shepherd joined the Bank in 1989
(48) Executive Officer of the serving as Senior Vice President of
Company and the Bank; Class Lending. He became the President and
II Director Chief Executive Officer of the Company
and the Bank in April 1994. From 1986
to 1989, he was Vice President of
Lending for Peachtree National Bank,
and from 1976 to 1986 he was Vice
President-Commercial Lending at First
National Bank of Newnan. Mr. Shepherd
has been a director of the Bank since
1994 and a director of the Company
since 1995.
H. Geoffrey Slade, Sr. Class III Director Mr. Slade is an attorney who has
(48) practiced law in Fayetteville, Georgia
since 1973.
Enrico A. Stanziale Class III Director; Mr. Stanziale has served as the
(55) Chairman of the Board of Chairman of the Board of both the
Directors of the Company Company and the Bank since their
and the Bank respective inceptions in 1988. Upon
the resignation of the Company's
President in 1994, he served as the
acting Chief Executive Officer of the
Company on a temporary basis. From
1984 to 1992, he served as President of
Advanced Materials, an equipment design
firm specializing in electroplating.
John R. Torretto Class III Director Mr. Torretto has been a sales engineer
(60) with Periphonics Corporation, a computer
manufacturer based in Long Island, New
York, since 1976. Prior to his
employment with Periphonics
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
NAME AND AGE POSITION PRINCIPAL OCCUPATION
- ------------ -------- --------------------
<S> <C> <C>
Corporation, Mr. Torretto worked in the
banking industry.
</TABLE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth for the fiscal years ended December 31, 1993,
1994, and 1995, the cash compensation paid or accrued by the Company and the
Bank, as well as certain other compensation paid or accrued for those years,
for services in all capacities to each person who served as the chief executive
officer of the Company and the Bank for any portion of the year ended December
31, 1995. No executive officer of the Company or the Bank, other than Mr.
Shepherd, earned total compensation, including salary and bonus, for the fiscal
year ended December 31, 1995, in excess of $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards/
----------------------------------------------------------
Name and Other Securities
Principal Annual Underlying
Position Year Salary ($) Bonus ($) Compensation Options (#)
---------- ---- ---------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Ira P. Shepherd, III - 1995 $ 90,000 $29,000 $1,250(1) 4,000(2)
President and Chief
Executive Officer 1994 $ 82,000 $22,000 -0- 4,000(3)
1993 $ 70,554 $ 7,994 -0- -0-
</TABLE>
___________________________________________
(1) This amount represents director's fees.
(2) These options were granted under the Company's 1994 Stock Option Plan
(the "1994 Stock Option Plan") in connection with Mr. Shepherd's
employment as the Company's President and Chief Executive Officer.
(3) These options were granted under the 1994 Stock Option Plan pursuant
to an automatic option grant to all directors. See "Compensation of
Directors."
The following table sets forth the options granted during the fiscal
year ended December 31, 1995, to Mr. Shepherd.
6
<PAGE> 9
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
- -----------------------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options
Name Underlying Granted to Exercise or
-------------------------- Options Employees in Base Price Expiration
Granted(#) Fiscal Year ($/share) Date
-------------- -------------- ----------- -----------
<S> <C> <C> <C> <C>
Ira P. Shepherd, III 4,000 26% $12.26 8/17/2005
</TABLE>
The following table sets forth information concerning the exercise of
options during the fiscal year ended December 31, 1995, and unexercised options
held as of December 31, 1995, by Mr. Shepherd.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options at Options at
Fiscal Year End Fiscal Year End(1)
(#) ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
------------ ------------------ ------------------ --------------- ---------------------
<S> <C> <C> <C> <C>
Ira P. Shepherd, III $-0- $-0- 1,000/7,000 $8,440/$55,280
</TABLE>
____________________________________________
(1) Based on $19.75 per share as of December 29, 1995, the last reported
sales price of the Common Stock prior to December 31, 1995, on the
Nasdaq SmallCap Market. Mr. Shepherd has options to acquire 4,000
shares of Common Stock at $12.26 per share, none of which are
currently exercisable, and options to acquire 4,000 shares of Common
Stock at $11.31 per share, 1,000 of which are currently exercisable.
COMPENSATION OF DIRECTORS
In 1995, each director received $400 for each Bank or Company board
meeting attended and $100 for each committee meeting attended. The 1994 Stock
Option Plan provides for the grant of a nonqualified stock option to purchase
4,000 shares of Common Stock to each person who was a director of the Company
or the Bank on December 15, 1994. In addition, each new director of the
Company or the Bank will receive a similar automatic option grant on the date
of the first meeting of shareholders of the Company or the Bank at which such
person is elected as a director of the Company or the Bank. However, no person
will receive more than one grant of such an automatic option. Each such option
includes the right to receive a reload option and becomes exercisable as to
one-fourth of such shares on each of the first four anniversaries of such
grant, except that each Option shall become exercisable in full immediately
upon a change in control (as defined in the 1994 Stock Option Plan).
7
<PAGE> 10
EMPLOYMENT AGREEMENTS
In February 1996, the Bank entered into employment agreements with a
number of its executive officers, including its President and Chief Executive
Officer, Mr. Shepherd. Mr. Shepherd and the Bank entered into an Employment
Agreement pursuant to which Mr. Shepherd serves as the President and Chief
Executive Officer of the Bank. The agreement provides for a salary of $115,000
per annum. Mr. Shepherd is also eligible to receive a cash bonus in an amount
determined by the Board of Directors (with Mr. Shepherd abstaining). The
agreement provides that the amount of the bonus will be based on such
intangible criteria as the Board shall establish. Additionally, the Bank will
provide Mr. Shepherd with all life insurance, dental and health insurance,
disability insurance, retirement benefits, and such other benefits or plans as
are generally afforded other personnel of the Bank. The Bank also pays certain
club dues and travel, automobile, and business expenses for Mr. Shepherd. The
agreement provides for an initial term of three years, which may be extended at
the end of the term for additional three year periods.
The agreement provides that, if the Bank terminates Mr. Shepherd's
employment other than for cause or as a result of his death or disability, the
Bank shall pay to Mr. Shepherd severance compensation in an amount equal to
100% of his then current monthly base salary each month for a period ending on
the earlier of the date which is six months from the date of termination or the
date his total monthly compensation from his new position equals his monthly
base salary under this Agreement at the date of termination. If and to the
extent that Mr. Shepherd's compensation in his new employment position is less
than his current base salary from the Bank, then Mr. Shepherd shall be entitled
to a supplement payable monthly in an amount equal to the difference between
Mr. Shepherd's monthly base salary under the agreement at the date of
termination of employment and his total monthly compensation in his new
position. The Bank shall also pay Mr. Shepherd his pro rata share of any bonus
earned as of the date of his termination by achievement of the goals determined
by the Board of Directors. After a change in control (as defined in the
agreement), Mr. Shepherd may terminate his employment for any reason upon
delivery of notice to the Bank within a 90-day period beginning on the 30th day
after the change in control or within a 90-day period beginning on the one year
anniversary of the occurrence of the change in control, and (i) the Bank shall
pay Mr. Shepherd any sums due him as base salary and/or reimbursement of
expenses through the date of such termination plus a pro rata share of any
bonus if otherwise payable with respect to the fiscal year during such
termination which was earned as of the date of termination as a result of the
Bank achieving the goals determined by the Board of Directors; (ii) the Bank
shall pay Mr. Shepherd one lump sum payment in an amount equal to three times
Mr. Shepherd's then current annual base salary; and (iii) the restrictions on
any outstanding incentive awards (including stock options) granted to Mr.
Shepherd under any incentive plan or arrangement shall lapse and such incentive
award shall become 100% vested, all stock options and stock appreciation rights
granted to Mr. Shepherd shall become immediately exercisable and shall become
100% vested, and all stock options granted to Mr. Shepherd shall become 100%
vested.
In addition, the agreement provides that following termination of his
employment with the Bank and for a period of time thereafter (which will be two
years if Mr. Shepherd is terminated for cause), Mr. Shepherd may not (i) be
employed in the banking business as a director, officer at the vice-president
level or higher, or organizer or promoter of, or provide executive management
services to, any financial institution within a ten mile radius of the Bank's
offices, (ii) solicit major customers of the Bank for the purpose of providing
financial services, or (iii) solicit employees of the Bank for employment.
The Company also granted incentive stock options to acquire 4,000
shares to Mr. Shepherd. These options are exercisable at $12.26 per share, the
fair market value on the date of grant, and will vest at the rate of 800 of
such shares on August 17, 1996, 1997, 1998, 1999, and 2000, respectively, and
must be exercised on or before August 17, 2005.
COMPLIANCE WITH BENEFICIAL OWNERSHIP REPORTING RULES
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10%
of a registered class of the Company's equity securities to file with the SEC,
within certain specified time periods, reports of ownership and changes in
ownership. Such officers,
8
<PAGE> 11
directors, and shareholders are required by SEC regulations to furnish the
Company with copies of all such reports that they file.
To the Company's knowledge, based solely upon a review of copies of
such reports furnished to the Company and representations that no other reports
were required with respect to the year ended December 31, 1995, all persons
subject to the reporting requirements of Section 16(a) filed the required
reports on a timely basis with respect to 1995.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of
outstanding shares of Common Stock beneficially owned at March 31, 1996, by (a)
each Named Executive Officer of the Company, (b) each director and nominee of
the Company, (c) all executive officers and directors of the Company as a
group, and (d) each person or entity known to the Company to own more than 5%
of the outstanding Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP(1) COMMON STOCK(2)
------------------------ --------- ------------
<S> <C> <C>
Directors and Executive Officers:
Arlie C. Aukerman 21,503(3) 3.5%
Robert W. Bertelsbeck 4,000(3) *
Joseph S. Black 7,396(3) 1.2%
Kerstin M. Gasko 17,125(3)(4) 2.8%
Robert C. Gasko 17,125(3)(5) 2.8%
Mukut Gupta 9,000(3)(6) 1.5%
G. Webb Howell 12,864(3)(7) 2.1%
Mark A. Jungers 8,500(3) 1.4%
John E. Molis 9,925(3) 1.6%
Richard A. Parlontieri 5,100(3)(8) *
Donnie H. Russell 11,475(3) 1.9%
Fred B. Sheats 12,000(3)(9) 2.0%
Ira P. Shepherd, III 2,775(3)(10) *
H. Geoffrey Slade, Sr. 3,500(3) *
Enrico A. Stanziale 30,208(3)(11) 4.9%
John R. Torretto 6,300(3) 1.0%
Executive officers and directors
as a group (17 persons)(12) 161,887(13) 25.8%
</TABLE>
_______________________________
* An asterisk indicates beneficial ownership of less than 1%.
9
<PAGE> 12
(1) 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. Under
these 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 vote or direct the voting of such security, or
"investment power," which includes the power to dispose 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 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.
(2) Percentage is determined on the basis of 612,440 shares of Common
Stock issued and outstanding plus shares subject to options or
warrants held by the named individual for whom the percentage is
calculated which are exercisable within the next sixty days as if
outstanding, but treating shares subject to warrants or options held
by others as not outstanding.
(3) Includes 1,000 shares subject to stock options exercisable within 60
days granted pursuant to the 1994 Stock Option Plan. Excludes 3,000
shares subject to stock options granted pursuant to the 1994 Stock
Option Plan, which are not currently exercisable but will become
exercisable as to 1,000 of such shares on December 15, 1996, 1997 and
1998, respectively.
(4) Includes 13,350 shares owned jointly with Mrs. Gasko's husband in
which she shares voting and investing power, and 25 shares owned by
her son in which she shares voting and investing power. Also includes
1,000 shares pursuant to currently exercisable options held by Mrs.
Gasko's husband.
(5) Includes 13,350 shares owned jointly with Mr. Gasko's wife in which he
shares voting and investing power, 1,750 shares owned by Mr. Gasko's
wife in which he shares voting and investing power, and 25 shares
owned by his son in which he shares voting and investing power. Also
includes 1,000 shares pursuant to currently exercisable options held
by Mr. Gasko's wife.
(6) Includes 650 shares owned by Mr. Gupta's wife in which he shares
voting and investing power and 6,570 shares held by Mr. Gupta in an
IRA account.
(7) Includes 1,864 shares owned by Mr. Howell's mother in which he shares
voting and investing power.
(8) Includes 100 shares owned by Mr. Parlontieri's wife and daughter in
which he shares voting and investing power.
(9) Includes 1,000 shares owned by Mr. Sheats' wife in which he shares
voting and investing power.
(10) Includes 400 shares owned by Mr. Shepherd's wife in which he shares
voting and investing power. Mr. Shepherd also holds options to
acquire another 4,000 shares. These options become exercisable as to
800 of such shares on August 17, 1996, 1997, 1998, 1999, and 2000,
respectively.
(11) Includes 2,417 shares owned by Mr. Stanziale in an IRA account and
1,991 shares owned by Mr. Stanziale's wife in which he shares voting
and investing power.
(12) Includes sixteen directors of the Company listed above, and one
executive officer not listed above.
(13) Includes 16,000 shares subject to stock options held by executive
officers or directors which are exercisable within 60 days granted
pursuant to the 1994 Stock Option Plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain of the officers and directors of the Company and the Bank and
principal shareholders of the Company, and affiliates of such persons, have,
from time to time, engaged in banking transactions with the Bank and are
expected to continue such relationships in the future. Management believes
that all loans or other extensions of credit made by the Bank to such
individuals 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 collectibility or present other unfavorable features.
There are no family or other relationships between any of the directors or
executive officers of the Company or the Bank, with the exception of Robert C.
Gasko and Kerstin M. Gasko who are husband and wife.
10
<PAGE> 13
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company held seven meetings, and the
Board of Directors of the Bank held thirteen meetings, during the year ended
December 31, 1995. All of the directors of the Company and the Bank attended
at least 75% of such meetings and the meetings of each committee on which they
served.
The only standing committee of the Company is the Stock Option
Committee. The Company's Stock Option Committee is composed of Robert W.
Bertelsbeck and Fred B. Sheats and met two times in 1995. The Stock Option
Committee is authorized to administer the Company's 1994 Stock Option Plan in
accordance with its terms, including determining those individuals to whom
options or awards will be granted and to make such grants.
The Bank has an Audit Committee, which met three times in 1995. This
committee has the responsibility of reviewing the financial statements,
evaluating internal accounting controls, reviewing reports of regulatory
authorities, and determining that all audits and examinations required by law
are performed. The committee recommends to the Board the appointment of the
independent auditors for the next fiscal year, reviews and approves the
auditors' audit plans, and reviews with the independent auditors the results of
the audit and management's response thereto. The committee is responsible for
overseeing the entire audit function and appraising the effectiveness of
internal and external audit efforts. The committee reports its findings to the
Board of Directors of the Bank. In 1995, the members of the Audit Committee
included Robert W. Bertelsbeck, John E. Molis, Fred B. Sheats, and John R.
Torretto.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Bricker & Melton, P.A. as the
independent public accountant for the Company for its current fiscal year.
Bricker & Melton, P.A. served as the independent public accountants for the
Company for the fiscal years ended December 31, 1993, 1994 and 1995. A
representative of Bricker & Melton, P.A. is expected to be present at the
Meeting to answer any questions the shareholders may have.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING OF SHAREHOLDERS
Shareholders' proposals intended to be presented at the 1997 Annual
Meeting of Shareholders must be received by the Company no later than December
27, 1996, to be presented at the 1997 Annual Meeting of Shareholders or
considered for inclusion in the Company's Proxy Statement and form of proxy for
that meeting.
OTHER MATTERS
The Board of Directors knows of no other business other than that set
forth above to be transacted at the Meeting, but if other matters requiring a
vote of the shareholders arise, the persons designated as proxies will vote the
shares of Common Stock represented by the proxy cards in accordance with their
judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ira P. Shepherd, III
-----------------------------------
Ira P. Shepherd, III
Chief Executive Officer
Peachtree City, Georgia
April 5, 1996
11
<PAGE> 14
Appendix A
<TABLE>
<CAPTION>
<S> <C>
FAYETTE COUNTY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
BANCSHARES, INC.
PROXY The undersigned hereby appoints Nancy Kendall and Mark B. Kearsley as
Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote as designated below, all the shares
of common stock of Fayette County Bancshares, Inc. held of record by the
300 Peachtree Parkway South undersigned on March 20, 1996, at the Annual Meeting of Shareholders to be
Peachtree City, Georgia 30269 held on April 25, 1996, or any adjournment thereof.
</TABLE>
<TABLE>
<S> <C> <C>
1. Election of Directors:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
</TABLE>
Donnie H. Russell, Fred B. Sheats, H. Geoffrey Slade, Enrico A.
Stanziale, John R. Torretto.
(Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below)
--------------------------------
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL LISTED NOMINEES AND, AT THE DISCRETION OF THE
PROXIES, ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
DATED: , 1996
--------------
-------------------------------
Signature
-------------------------------
Signature if held jointly
-------------------------------
Please print name(s)
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
