<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [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>
FIRST COMMUNITY BANKING SERVICES, 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> 2
FIRST COMMUNITY BANKING SERVICES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 30, 1997
TO OUR SHAREHOLDERS:
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders (the "Meeting") of First Community Banking Services, Inc. (formerly
Fayette County Bancshares, Inc.) (the "Company"). This letter serves as notice
that the Annual Meeting will be held at the offices of Fayette County Bank at
300 S. Peachtree Parkway, Peachtree City, Georgia 30269 on the 30th day of
April, 1997, at 4:30 p.m. for the following purposes:
1. To elect six 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 14, 1997, will be entitled to notice of and to vote at the
Meeting and at any continuation or adjournment thereof. The stock transfer books
will remain open. In addition to the specific matters to be acted upon, there
also will be a report on the operations of the Company, and directors and
officers of the Company will be present to respond to your questions. Whether or
not you plan to attend the annual meeting, please complete, sign, date and
return the accompanying proxy in the enclosed postage-paid envelope as promptly
as possible.
In accordance with the Georgia Business Corporation Act, a list of
shareholders entitled to vote at the Annual Meeting shall be available for
inspection at the Annual Meeting.
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, 1997
<PAGE> 3
FIRST COMMUNITY BANKING SERVICES, INC.
300 S. PEACHTREE PARKWAY
PEACHTREE CITY, GEORGIA 30269
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 30, 1997
This Proxy Statement is furnished in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders (the "Meeting") of
First Community Banking Services, Inc. (the "Company") to be held on April 30,
1997, at 4:30 p.m. and at any adjournment thereof, for the purposes set forth in
this Proxy Statement. On November 8, 1996, Fayette County Bancshares, Inc.
changed its name to "First Community Banking Services, Inc." THE ACCOMPANYING
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY. The principal
executive offices of the Company are located at 300 S. Peachtree Parkway,
Peachtree City, Georgia 30269. This Proxy Statement and the accompanying Form of
Proxy were first mailed to the shareholders on or about April 5, 1997.
VOTING AND REVOCABILITY OF PROXY APPOINTMENTS
The Company has fixed March 14, 1997, 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 646,062 shares
of Common Stock of the Company (after taking into account a 5% stock dividend
paid by the Company in 1996) 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 I directors
will expire at the Meeting. Each of the three current Class I directors has been
nominated for reelection and will stand for election at the Meeting for a
three-year term. The terms of the Class II directors will expire at the 1998
Annual Shareholders' Meeting and the terms of the Class III directors will
expire at the 1999 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 2000 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 I 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>
Robert W. Bertelsbeck 54 Director Director
Joseph S. Black 49 Director Director
Kerstin M. Gasko 53 Director
--------
Robert C. Gasko 66 Director; Director;
Chairman of the Board Chairman of the Board
Mukut Gupta 57 Director Director
G. Webb Howell 43 Director Director
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE SIX
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
(75) and Chairman 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
(54) General Manager 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
(49) of Peachtree 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
(53) managed Eazy 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
(53) Chairman of the Board with Northeast Airlines,
of Directors of the Inc. Board of Directors
Company and the Bank 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
(57) President of 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
(43) State Farm Insurance
Agency in Peachtree City,
Georgia since 1974.
Mark A. Jungers Class II Director Mr. Jungers has been a
(44) Sales 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 Mr. Kearsley has served as
(35) and Chief Financial the Chief Financial
Officer of the Company Officer of the Company and
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
(54) employed as a 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
(51) currently the 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>
<CAPTION>
NAME AND AGE POSITION PRINCIPAL OCCUPATION
- ------------ -------- --------------------
<S> <C> <C>
Donnie H. Russell Class III Director Since 1967, Mr. Russell
(53) has been the owner and
President of Parham
Industries, a mobile home
company located in
Jonesboro, Georgia.
Fred B. Sheats Class III Director Mr. Sheats has practiced
(72) accounting and law as a
certified public
accountant and an attorney
in Atlanta, Georgia for
over 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
(49) Executive Officer of the Bank in 1989 serving as
Company and the Bank; Senior Vice President of
Class II Director Lending. He became the
President and 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
(49) who has practiced law in
Fayetteville, Georgia
since 1973.
Enrico A. Stanziale Class III Director Mr. Stanziale has served
(56) as the Chairman of the
Board of both the Company
and the Bank since their
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
(61) sales engineer with
Periphonics Corporation, a
computer manufacturer
based in Long Island, New
York, since 1976. Prior to
his employment with
Periphonics Corporation,
Mr. Torretto worked in the
banking industry.
</TABLE>
5
<PAGE> 8
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,
1994, 1995, and 1996 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, 1996. 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, 1996, 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 - 1996 $113,214 $29,000 $2,800(1) 4,500(2)
President and Chief
Executive Officer 1995 $ 90,000 $29,000 $1,250(1) 4,200(2)
1994 $ 82,000 $22,000 -0- 4,000(3)
</TABLE>
---------------------
(1) This amount represents directors' fees.
(2) These options were granted under the Company's 1994 Stock Option Plan
(the "1994 Stock Option Plan") in connection with Mr. Shepherd's
employment as the Company's President and Chief Executive Officer.
(3) These options were granted under the 1994 Stock Option Plan pursuant to
an automatic option grant to all directors. See "Compensation of
Directors."
6
<PAGE> 9
The following table sets forth the options granted during the fiscal
year ended December 31, 1996, to Mr. Shepherd.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
- -------------------------------------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted(#) Fiscal Year ($/share) Date
- --------------------- ---------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
Ira P. Shepherd, III 4,500 24% $20.00 10/19/2006
</TABLE>
The following table sets forth information concerning the exercise of
options during the fiscal year ended December 31, 1996, and unexercised options
held as of December 31, 1996, by Mr. Shepherd.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options at Options at
Fiscal Year End Fiscal Year End(1)
(#) ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
------------ ----------------- ------------------ --------------- --------------
<S> <C> <C> <C> <C>
Ira P. Shepherd, III $-0- $-0- 2,940/9,960 $40,921/99,035
</TABLE>
- ------------------------------
(1) Based on $25.50 per share as of December 29, 1996, the last reported
sales price of the Common Stock prior to December 31, 1996, on the
Nasdaq SmallCap Market. Mr. Shepherd has options to acquire 4,200
shares of Common Stock at $12.26 per share, of which 840 are currently
exercisable, options to acquire 4,200 shares of Common Stock at $11.31
per share, of which 2,100 are currently exercisable, and options to
acquire 4,500 shares of Common Stock at $20.00 per share, none of which
are currently exercisable.
7
<PAGE> 10
COMPENSATION OF DIRECTORS
In 1996, 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
4,200 shares of Common Stock (as adjusted to reflect the 5% stock dividend paid
in 1996) 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).
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
8
<PAGE> 11
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 4,200
shares (as adjusted to reflect the 5% stock dividend paid in 1996) to Mr.
Shepherd. These options are exercisable at $12.26 per share, the fair market
value on the date of grant, and vest at the rate of 840 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, 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, 1996, all persons
subject to the reporting requirements of Section 16(a) filed the required
reports on a timely basis with respect to 1996.
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 14, 1997, 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 23,628(3) 3.3%
Robert W. Bertelsbeck 5,250(3) *
Joseph S. Black 8,719(3) 1.4%
Kerstin M. Gasko 20,079(3)(4) 3.1%
Robert C. Gasko 20,079(3)(5) 3.1%
Mukut Gupta 9,817(3)(6) 1.5%
G. Webb Howell 14,555(3)(7) 2.3%
Mark A. Jungers 9,975(3) 1.5%
John E. Molis 11,471(3) 1.8%
Richard A. Parlontieri 6,313(3)(8) 1.0%
Donnie H. Russell 13,098(3) 2.0%
Fred B. Sheats 12,600(3) 2.0%
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP(1) COMMON STOCK(2)
- ------------------------ ------------ ---------------
<S> <C> <C>
Ira P. Shepherd, III 4,416(3)(9) *
H. Geoffrey Slade, Sr. 4,724(3) *
Enrico A. Stanziale 32,767(3)(10) 5.1%
John R. Torretto 7,664(3) 1.2%
Executive officers and directors
as a group (17 persons)(11) 206,396(12) 30.3%
</TABLE>
- ------------------------------
* An asterisk indicates beneficial ownership of less than 1%.
(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 646,062 shares of Common Stock
issued and outstanding (which takes into account a 5% stock dividend
paid by the Company in 1996) 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 2,100 shares subject to stock options exercisable within 60
days granted pursuant to the 1994 Stock Option Plan. Excludes 2,100
shares subject to stock options granted pursuant to the 1994 Stock
Option Plan, which are not currently exercisable but will become
exercisable as to 1,050 of such shares on December 15, 1997 and 1998,
respectively.
(4) Includes 15,021 shares owned jointly with Mrs. Gasko's husband in which
she shares voting and investing power, and 26 shares owned by her son
in which she shares voting and investing power. Also includes 2,100
shares pursuant to currently exercisable options held by Mrs. Gasko's
husband.
(5) Includes 15,021 shares owned jointly with Mr. Gasko's wife in which he
shares voting and investing power, 832 shares owned by Mr. Gasko's wife
in which he shares voting and investing power, and 26 shares owned by
his son in which he shares voting and investing power. Also includes
2,100 shares pursuant to currently exercisable options held by Mr.
Gasko's wife.
(6) Includes 6,898 shares held by Mr. Gupta in an IRA account.
(7) Includes 1,957 shares owned by Mr. Howell's mother in which he shares
voting and investing power.
(8) Includes 13 shares owned by Mr. Parlontieri's daughter in which he
shares voting and investing power.
(9) Mr. Shepherd also holds options to acquire another 4,200 shares, of
which 840 are currently exercisable. These options become exercisable
as to 840 of such shares on August 17, 1997, 1998, 1999, and 2000,
respectively. In addition, Mr. Shepherd holds options to acquire 4,500
shares, none of which are currently exercisable. These options become
exercisable as to 900 of such shares on October 19, 1997, 1998, 1999,
2000, and 2001, respectively.
(10) Includes 2,090 shares owned by Mr. Stanziale's wife in which he shares
voting and investing power. Mr Stanziale's address is P.O. Box 266,
Sharpsburg, Georgia 30277.
(11) Includes sixteen directors of the Company listed above, and one
executive officer not listed above.
10
<PAGE> 13
(12) Includes 35,133 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.
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, 1996. 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 1996. 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 1996. 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 1996, 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, 1994, 1995 and 1996. 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
30, 1997, to be presented at the 1998 Annual Meeting of Shareholders or
considered for inclusion in the Company's Proxy Statement and form of proxy for
that meeting.
11
<PAGE> 14
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, 1997
12
<PAGE> 15
APPENDIX
PROXY
FIRST COMMUNITY BANKING SERVICES, INC.
300 S. PEACHTREE PARKWAY
PEACHTREE CITY, GEORGIA 30269
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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 First Community Banking Services, Inc. held of record by the
undersigned on March 14, 1997, at the Annual Meeting of Shareholders to be held
on April 30, 1997, or any adjournment thereof.
1. ELECTION OF DIRECTORS:
<TABLE>
<S> <C>
[ ] FOR all nominees listed below (except as marked to [ ] WITHHOLD AUTHORITY to vote for all nominees
the contrary below) listed below
</TABLE>
Robert W. Bertelsbeck, Joseph S. Black, Kerstin M. Gasko, Robert C. Gasko,
Mukut
Gupta, and G. Webb Howell.
(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: , 1997
----------
-------------------------------
Signature
-------------------------------
Signature if held jointly
-------------------------------
Please print name(s)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
