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. N/A )
Filed by the registrant x
Filed by a party other than the registrant
Check the appropriate box: Confidential, for Use of
Preliminary proxy statement the Commission Only (as
x Definitive proxy statement permitted by Rule 14a-6(e)(2)
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
LANIER BANKSHARES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than 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 transactions 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:
LANIER BANKSHARES, INC.
854 Washington Street
Gainesville, Georgia 30501
(770) 536-2265
March 28, 1997
To the Shareholders of Lanier Bankshares, Inc.:
You are cordially invited to attend the annual meeting of shareholders
of Lanier Bankshares, Inc. (the "Company") to be held at Lanier National
Bank, 854 Washington Street, Gainesville, Georgia, on
Wednesday, April 23, 1997 at 5:00 p.m. The official Notice of
the Meeting, the Proxy Statement of management of the Company and
the Company's Annual Report to Shareholders accompany this letter.
The principal business of the meeting will be to elect three Class I
directors to serve for a term of three years until 2000 and to review the
operations of the Company and its wholly-owned subsidiary,
Lanier National Bank, for the past year.
No action can be taken at the meeting unless the holders of a majority
of the outstanding shares of Common Stock of the Company are represented,
either in person or by proxy. Therefore, whether or not
you plan to attend the meeting, please mark, date, and sign the enclosed
form of proxy, and return it to the Company in the envelope provided as
soon as possible.
Sincerely,
Joseph D. Chipman, Jr.
President and
Chief Executive Officer
LANIER BANKSHARES, INC.
854 Washington Street
Gainesville, Georgia 30501
(770) 536-2265
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1997
To the Shareholders of Lanier Bankshares, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of
Lanier Bankshares, Inc. (the "Company") will be held on Wednesday,
April 23, 1997, at 5:00 p.m. at Lanier National Bank, 854 Washington
Street, Gainesville, Georgia, for the following purposes:
(1) To elect three persons to serve as Class I directors of the Board
of Directors; and
(2) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 14, 1997,
as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting.
All shareholders are requested to mark, date, sign, and return the
enclosed form of proxy as soon as possible. If you attend the meeting
and wish to revoke a proxy that you had previously returned, you may
do so at any time before the proxy is exercised.
By Order of the Board of Directors,
Jeffrey D. Hunt
Secretary
March 28, 1997
LANIER BANKSHARES, INC.
854 Washington Street
Gainesville, Georgia 30501
(770) 536-2265
______________________________________________________
PROXY STATEMENT FOR 1997 ANNUAL MEETING
_______________________________________________________
VOTING
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Lanier Bankshares, Inc.
(the "Company") for use at the Annual Meeting of Shareholders to
be held on Wednesday, April 23, 1997, and at any adjournments thereof.
In addition to this solicitation by mail, the officers and employees of
the Company and its wholly-owned subsidiary, Lanier National
Bank (the "Bank"), without additional compensation, may solicit Proxies
in favor of the Proposal, if deemed necessary, by personal contact, letter,
telephone or other means of communication. Brokers, nominees and other
custodians and fiduciaries will be requested to forward Proxy solicitation
material to the beneficial owners of the Shares, where appropriate,
and the Company will reimburse them for their reasonable expenses incurred
in connection with such transmittals. The Company will bear the costs of
solicitation of Proxies for the Annual Meeting.
This Proxy Statement and the form of proxy are first being mailed to
shareholders on or about March 28, 1997. If the enclosed form of proxy is
properly executed, returned, and not revoked, it will be voted in
accordance with the specifications made by the shareholder. If the form
of proxy is signed and returned but specifications are not made,
the proxy will be voted FOR the election of the nominees to the
Board of Directors.
Shareholders who sign proxies have the right to revoke them at any time
before they are voted by delivering to Jeffrey D. Hunt, Secretary of the
Company, at the main office of the Company, either an instrument revoking
the proxy or a duly executed proxy bearing a later date or by attending the
meeting and voting in person.
The close of business on March 14, 1997, has been fixed as the record
date for the determination of shareholders entitled to notice of and to
vote at the meeting. As of the close of business on the record
date, the authorized common stock, $1.00 par value (the "Common Stock"),
of the Company consisted of 10,000,000 shares, with 618,013 shares issued
and outstanding. Each issued and outstanding share is
entitled to one vote.
Directors are elected by a plurality of the shares present in person or
by proxy and entitled to vote. Only those votes actually cast will be
counted for the purpose of determining whether a particular nominee
received sufficient votes to be elected. Accordingly, any abstentions
and broker non-votes will not be included in vote totals and will not be
considered in determining the outcome of the vote.
Approval of any other matter that may properly come before the Annual
Meeting requires the affirmative vote of a majority of shares of Common
Stock present in person or by proxy and entitled to vote on such matter.
Abstentions will be counted in determining the minimum number of votes
required for approval and will, therefore, have the effect of negative
votes. Broker non-votes will not be counted as votes for or against
approval of any other matter properly brought before the Annual Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors
The Company's Articles of Incorporation provide that the Company's
Board of Directors is divided into three classes, Class I, Class II, and
Class III, each of which is as nearly equal in number as possible.
The directors in each class hold office for staggered terms of three years
each. The Board recommends that the shareholders elect the nominees
identified below as Director Nominees. The following table sets
forth for each nominee and each continuing director: (a) his name,
(b) his age at December 31, 1996, (c) how long he has been a director
of the Company, (d) his position(s) with the Company and the Bank
and (e) his principal occupation and recent business experience.
CLASS I - DIRECTOR NOMINEES
Term Expiring 2000
Director
Name and Age Since Positions with the Company and
Business Experience
John W. Browning, III, M.D., 1988 Physician, Director of
52 Longstreet Clinic
Joseph D. Chipman, Jr., 1988 President and Chief Executive
51 Officer of the Company and of
the Bank since 1989; Chairman of
Lanier Data Corporation from 1992
until present
C. Edmondson Daniel, 1988 Chairman of the Board of the
51 Company and of the Bank; President
and CEO of Carroll Daniel
Construction Company since July 1969
CLASS II - CONTINUING DIRECTORS
Term Expiring 1998
Director
Name and Age Since Positions with the Company and
Business Experience
J. Austin Edmondson, 1988 Principal, Georgia Chair Company
57 since 1963; Principal, Georgia
Plastic Company
Jerry D. Jackson, 1988 Real Estate Developer; Partner,
55 Mundy Mill Properties; Partner,
Woodfield Properties; Partner,
Lanier Car Wash
R. Thomas Jarrard, 1988 Attorney, Carey, Jarrard and
53 Walker, since 1972
CLASS III - CONTINUING DIRECTORS
For Three-Year Term Expiring 1999
Director
Name and Age Since Positions with the Company and
Business Experience
Lewis W. Coker, 1994 President and General Manager,
61 Coker Equipment Company
Carlton W. Rogers, Sr., 1988 Agent, Turner, Wood & Smith
49 Insurance Center
Stewart Teaver, 1994 Principal, City Plumbing &
41 Electric Company; Principal,
Area Realty Company
Michael Wilson, 1994 Real Estate Developer; Principal,
41 Whitmire & Wilson Properties
Dr. Browning's wife and Mr. Daniel's wife are first cousins.
Executive Officers
Joseph D. Chipman, Jr., Jeffrey D. Hunt and Ricky H. Pugh are
executive officers of the Company. Mr. Chipman has served as President and
Chief Executive Officer of the Company and the Bank since 1989.
Mr. Chipman has served as Chairman of Lanier Data Corporation since 1992.
Mr. Hunt has served as Senior Vice President-Operations of the Bank,
Secretary of the Company and President of Lanier Data Corporation since
April 17, 1989. Mr. Hunt is 44 years old.
Mr. Pugh was appointed as Executive Vice President of the Company on
April 17, 1996. Mr. Pugh also serves as Executive Vice President of the
Bank. Mr. Pugh is 42 years old.
MEETINGS AND COMMITTEES OF THE BOARD
During the year ended December 31, 1996, the Board of Directors of the
Company held eight meetings. All incumbent directors attended at least 75%
of the meetings of the Board, with the exception of Carlton Rogers,
who attended less than 75% of the Board of Directors' meetings in 1996.
The Board of Directors of the Company has no audit, compensation or
nominating committees. The Board of Directors will consider shareholders'
nominations of individuals to serve as directors if information concerning
such nominees, including the person's name and a description of his or her
qualifications is furnished in writing to the Chairman of the Board of the
Company.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Chief Executive Officer
The following tables set forth certain information relating to various
forms of compensation paid or granted to the Company's chief executive
officer in fiscal years 1994, 1995 and 1996.
<TABLE>
SUMMARY COMPENSATION TABLE
The following table presents the total compensation the Company paid
during fiscal years 1994, 1995 and 1996 to its chief executive officer.
<CAPTION>
Annual Compensation
Other
Annual
Salary Bonus Compensation
Name and Position Year ($) ($) ($)
<S> <C> <C> <C> <C>
Joseph D. Chipman, Jr., 1996 112,000 13,000 0
President and Chief
Executive Officer
1995 107,640 11,000 0
1994 103,500 9,000 0
<CAPTION>
Long-Term Compensation
Restricted All
Stock Options/ LTIP Other <F1>
Awards SARS Payouts Compensation
Name and Position Year ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C>
Joseph D. Chipman,Jr., 1996 0 1,000 0 7,500
President and Chief
Executive Officer
1995 0 1,000 0 7,287 <F1>
1994 0 1,000 0 6,800 <F1>
<FN>
<F1>
Consists of the Company's contributions to Mr. Chipman's account
under the Company's Profit-Sharing Plan.
</FN>
</TABLE>
<TABLE>
OPTION GRANTS IN FISCAL YEAR 1996
The following table presents information regarding options granted
to Mr. Chipman during fiscal year 1996, which he may exercise to purchase
shares of the Company's Common Stock. The Company has no outstanding stock
appreciation rights and granted no stock appreciation rights during
fiscal 1996.
<CAPTION>
Individual Grants
Percent of Total
Options Options Granted Exercise
Granted to Employees or Base Price Expiration
Name (#) in Fiscal Year ($/Sh.) Date
<S> <C> <C> <C> <C>
Joseph D.
Chipman, Jr. 1,000 <F1> 44.4% 15 12/28/06
<FN>
<F1>
Pursuant to the Company's Stock Option Plan, Mr. Chipman received 5,000
option which become exercisable in 20% increments annually, beginning
on the first anniversary of the date of grant (December 28, 1996);
exercisability is accelerated in the event the optionee dies, becomes
disabled or retires at or after age 65, or in the event of certain
changes in control of the Company.
</FN>
</TABLE>
Mr. Chipman did not exercise any options to purchase shares of the
Company's Common Stock during 1996.
<TABLE>
FISCAL YEAR-END OPTION VALUES
The following table presents information regarding
the value of Mr. Chipman's unexercised options held at December 31, 1996.
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Shares Fiscal Yr End Fiscal Yr End
Acquired Value (#) ($)
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Joseph D.
Chipman,Jr. 0 0 6,000/4,000 <F1> 55,000 <F2>/20,000
<FN>
<F1>
The unexercisable options, granted as of December 28, 1995, become
exercisable in 20% increments (1,000 shares) annually beginning
December 28, 1996 at an exercise price of $15 per share. Mr. Chipman
has 5,000 shares of immediately exercisable options at an exercise price
of $10.00 per share pursuant to options granted on January 1, 1990,
which options became exercisable in 20% increments on the anniversary of
the date of the grant.
<F2>
At December 31, 1996, the per share fair market value of the Company's
Common Stock ($20 per share), exceeded the per share exercise price of the
exercisable options ($10 per share as to 5,000 shares and $15 per
share as to 1,000 shares by $10 per share and $5 per share, respectively).
Fair market value is based on the Company's book value per share at
December 31, 1996.
</FN>
</TABLE>
Director Compensation
The Company pays $250 per month to each director for each board meeting
attended and $100 for each committee meeting attended, not to exceed $200 per
month, regardless of extra meetings attended. Inside directors receive
board meeting fees but no committee fees.
The Bank maintains the Director's Indexed Fee Continuation Program
(the "Directors Plan"). All members of the Board of Directors of the Bank
are eligible to participate in the Directors Plan. The Directors Plan is
intended to provide certain post-retirement payments upon each participant's
retirement or, in the event of his or her death while on the Board of
Directors of the Bank, to a designated beneficiary. The Directors Plan
provides for two types of retirement payments to be paid to a participant if
he or she continues to serve as a director with the Bank until age 60.
As to each participant, the amounts of both income streams are determined
by reference to the earnings of life insurance policies purchased or
purchasable on the lives of all participating directors. Any insurance
policies actually purchased are owned by the Bank. A participant's
interest in the earnings on the life insurance policies is measured by the
extent to which that director's share of the annual earnings on the policies
exceed the Bank's cost of funds in acquiring and maintaining the policies in
force and effect (the "Excess Earnings"). A director's share of Excess
Earnings is determined by dividing any Excess Earnings amount by the number
of directors participating in the Directors Plan as of the December 31
preceding the date of the calculation.
One of the retirement income streams provided by the Directors Plan
provides for a payment of 15 equal annual installments commencing 30 days
following the participant's retirement from the Board of Directors of the
Bank at or after age 60, which will represent payment of the aggregate
Excess Earnings achieved by the insurance policies until that participant's
retirement. Those Excess Earnings are credited to bookkeeping accounts that
track each participant's interest in his or her Excess Earnings. The other
retirement income stream provides for annual post-retirement payments
until the participant's death based upon the Excess Earnings
achieved by the insurance policies each year following the participant's
retirement. If a participant ceases to serve upon the Board of Directors
of the Bank prior to attainment of retirement age, other than for cause,
he or she is entitled to a portion of the benefits that would otherwise be
payable upon retirement, depending upon the participant's number of years of
Board service with the Bank. In the event of a participant's death prior to
retirement, the beneficiary designated by that participant will be entitled
to receive the vested portion of the amount then credited to the participant's
account. In the event any participant's Board service ceases following a
change of control, the participant is to receive benefits commencing at
age 60 as if he or she had retired.
The Directors Plan also allows each director of the Bank to defer receipt
of director fees otherwise payable and to have those amounts credited to a
deferred compensation account. A maximum of $5,000 in fees may be deferred
annually for up to 10 years. Each deferred compensation account is credited
with an earnings factor equal to the greater of 7% or the then
applicable 6-month Treasury rate. The account balance is paid to the
director upon cessation of his or her service upon the Board for any reason.
All amounts credited to a director under the Directors Plan represent
unsecured obligations of the Bank. Each insurable member of the Board
of Directors of the Bank is also a party to an agreement with the Bank which
provides a net death benefit to his or her designated beneficiary upon the
director's death. Pursuant to the terms of each agreement, the Bank has
purchased an insurance policy paying a death benefit and pays the
premiums required by the terms of the policy. Each director is taxed
annually on the value of the life insurance coverage provided to him or her
under this arrangement. Under the terms of each agreement, upon the
director's death, the beneficiary designated by the director will receive 80% of
the result that remains after the death benefit proceeds are reduced first by
the policy's then cash surrender value. This agreement remains in effect
until a director's death and will terminate earlier only if the parties
mutually agree.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the number of shares of the Company's
Common Stock beneficially owned as of December 31, 1996 by (a) each director
of the Company, (b) each executive officer, (c) each person who is not a
director of the Company and who beneficially owned 5% or more of the
outstanding shares of Common Stock to the best information and knowledge
of the Company, and (d) all executive officers and directors as a group.
The information shown below is based upon information furnished to the
Company by the named persons. Unless otherwise indicated, each person is
the record owner and has sole voting and investment power with respect to
his shares.
Information relating to beneficial ownership of the Company is based
upon "beneficial ownership" concepts set forth in rules promulgated under
the Securities Exchange Act of 1934, as amended. Under such rules a person
is deemed to be a "beneficial owner" of a security if that person
has or shares "voting power," which includes the power to vote or to direct
the voting of such security, or "investment power," which includes the power
to dispose or to direct the disposition of such security. Under the rules,
more than one person may be deemed to be a beneficial owner of the same
securities. A person is also deemed to be a beneficial owner of any security
of which that person has the right to acquire beneficial ownership within
sixty (60) days from the Company's record date. The footnotes to the table
indicates how many shares each person has the right to acquire within 60 days
of March 14, 1997. The shares of the Company which are issuable to a person
listed below upon exercise of the vested portion of the outstanding options
are assumed to be outstanding for the purpose of determining the percentage
of shares beneficially owned by that person.
<TABLE>
<CAPTION>
Amount
and Nature of Percent
Name and Address Beneficial Ownership of Class
(a) Directors
<S> <C> <C>
John W. Browning, III, M.D. 21,295 <F1> 3.4
873 Glenwood Drive, N.E.
Gainesville, Georgia
Joseph D. Chipman, Jr. 41,010 <F2> 6.6
2423 Hawthorne Lane
Gainesville, Georgia
Lewis W. Coker 28,300 <F3> 4.6
1999 Watauga Drive
Gainesville, Georgia
C. Edmondson Daniel 17,975 <F4> 2.9
1484 Heritage Place
Gainesville, Georgia
J. Austin Edmondson 17,918 <F5> 2.9
1474 Burns Drive
Gainesville, Georgia
Jerry D. Jackson 19,517 <F6> 3.2
P.O. Box 7275
Chestnut Mountain, Georgia
R. Thomas Jarrard 16,700 <F7> 2.7
P.O. Box 2522
Gainesville, Georgia
Carlton W. Rogers, Sr. 6,550 <F8> 1.1
P.O. Box 1058
Gainesville, Georgia
Stewart Teaver 13,129 <F9> 2.1
1160 Antioch Road
Gainesville, Georgia
Michael Wilson 1,200 <F10> .2
2625 Pemmican Run
Gainesville, Georgia
(b) Executive Officers*
Jeffrey D. Hunt 7,456 <F11> 1.2
426 Wisherd Lane
Cleveland, Georgia
Ricky H. Pugh 6,770 <F12> 1.1
2434 Basin Drive
Gainesville, Georgia
(c) Non-Director,
5% Beneficial Owners
Henry W. Wallis, Jr. 40,000 <F13> 6.5
60 Club Drive
Gainesville, Georgia
(d) All executive officers 197,820 32.0
and directors as a group
<FN>
<F1>
Consists of 21,295 shares owned directly by Mr. Browning.
<F2>
Consists of (a) 32,300 shares owned directly by Mr. Chipman, (b) 2,300
owned by his spouse as to which beneficial ownership is shared, (c) 410
shares owned by Mr. Chipman's sons as to which beneficial ownership is
shared, (d) 6,000 shares of immediately exercisable options.
<F3>
Consists of (a) 3,200 shares owned directly by Mr. Coker, (b) 16,100 shares
owned by Lewis W. Coker Enterprises, as to which beneficial ownership is
shared, and (c) 9,000 shares owned by Coker Equipment Co., as to which
beneficial ownership is shared.
<F4>
Consists of 17,975 shares owned directly by Mr. Daniel.
<F5>
Consists of 17,918 shares owned directly by Mr. Edmondson.
<F6>
Consists of (a) 9,100 shares directly owned by Mr. Jackson, (b) 10,267 shares
owned jointly by Mr. Jackson and his spouse, and (c) 150 shares owned by
Mr. Jackson's spouse, as to which beneficial ownership is shared.
<F7>
Consists of (a) 14,700 shares directly owned by Mr. Jarrard, and (b) 2,000
shares owned jointly by Mr. Jarrard and his spouse.
<F8>
Consists of 6,550 shares owned directly by Mr. Rogers.
<F9>
Consists of (a) 2,894 shares owned directly by Mr. Teaver, (b) 1,458 shares
held by Mr. Teaver as custodian for his son, as to which beneficial
ownership is shared, (c) 1,463 held by Mr. Teaver as custodian for his
daughter, as to which beneficial ownership is shared, (d) 4,420 shares held
jointly by Mr. Teaver and his spouse, and (e) 2,894 shares held by
Mr. Teaver's spouse, as to which beneficial ownership is shared.
<F10>
Consists of 1,200 shares owned directly by Mr. Wilson.
<F11>
Consists of (a) 3,106 shares owned directly, (b) 100 shares as custodian
for his children, and (c) 4,250 shares in immediately exercisable options.
<F12>
Consists of (a) 1,500 shares owned directly by Mr. Pugh, (b) 570 shares held
by Mr. Pugh's spouse, as to which beneficial ownership is shared,
(c) 100 shares held by Mr. Pugh as custodian for his son, as to which
beneficial ownership is shared, (d) 100 shares held by Mr. Pugh as
custodian for his other son, as to which beneficial ownership is shared,
and (e) 4,500 shares in immediately exercisable options.
<F13>
Consists of 40,000 shares owned directly by Mr. Wallis.
* Note: Mr. Chipman is also an Executive Officer of the Company.
</FN>
</TABLE>
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16 of the Securities and Exchange Act of 1934 requires the
Company's officers, directors and greater than 10% shareholders ("Reporting
Persons") to file certain reports ("Section 16 Reports") with respect to
beneficial ownership of the Company's securities. Based on its review of
the Section 16 Reports furnished to the Company by its Reporting Persons the
following persons each made late Section 16 filings with respect to
transactions in 1996: John W. Browning, III, Joseph D. Chipman, Jr.,
Lewis W. Coker, C. Edmondson Daniel, J. Austin Edmondson, Jeffrey D. Hunt,
Jerry D. Jackson, R. Thomas Jarrard, Ricky H. Pugh and Carlton W. Rogers, Sr.
Each of the listed persons reported one late transaction on a Form 5, except
that Mr. Rogers reported two late transactions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and the Bank have banking and other business transactions in
the ordinary course of business with directors and officers of the Company
and the Bank and their affiliates, including members of their families,
corporations, partnerships or other organizations in which such directors
and officers have a controlling interest, on substantially the same terms
(including price, interest rate and collateral) as those prevailing at the
same time for comparable transactions with unrelated parties. In the opinion
of management of the Bank, such banking transactions do not involve
more than the normal risk of collectibility or present other unfavorable
features to the Company or the Bank.
INDEPENDENT PUBLIC ACCOUNTANTS
Mauldin & Jenkins is the accounting firm responsible for preparing an
audited report of the Company's financial statements. Mauldin & Jenkins has
acted as the Company's accounting firm for three years. A representative
from Mauldin & Jenkins is expected to be present at the meeting and
will be given the opportunity to make a statement if he or she desires to do
so and will be available to respond to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended for inclusion in the Company's proxy
material for the 1997 Annual Meeting of Shareholders must be received at the
principal offices of the Company not later than December 5, 1997.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters that may
be brought before the meeting. If, however, any matter other than the
election of directors, or matters incidental thereto, should properly come
before the meeting, votes will be cast pursuant to the proxies in accordance
with the best judgment of the proxyholders.
If you cannot be present in person, you are requested to complete, sign,
date, and return the enclosed proxy promptly. An envelope has been provided
for that purpose. No postage is required if mailed in the United States.
March 28, 1997
LANIER BANKSHARES, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 23, 1997
The undersigned hereby appoints Joseph D. Chipman, Jr. and Jeffrey D.
Hunt as Proxies, each with the power to appoint his substitute, and hereby
authorizes them or either of them to represent and to vote, as designated
below, all of the Common Stock of Lanier Bankshares, Inc., 854 Washington
Street, Gainesville, Georgia, which the undersigned would be entitled to vote
if personally present at the Annual Meeting of Shareholders (the "Meeting")
to be held at Lanier National Bank, 854 Washington Street, Gainesville,
Georgia, on Wednesday, April 23, 1997 at 5:00 p.m., and at any adjournments
thereof, upon the proposals described in the accompanying Notice of the
Annual Meeting and the Proxy Statement relating to the Meeting, receipt of
which is hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR THE PROPOSALS.
PROPOSAL: (1) To elect John W. Browning, III, M.D., Joseph D. Chipman, Jr.
and C. Edmondson Daniel as Class I members of the Board of Directors,
as described in the Proxy Statement.
FOR all nominees listed above WITHHOLD AUTHORITY
(except as indicated to the to vote for all nominees
contrary below). listed above.
INSTRUCTION: To withhold authority for any individual nominee,
mark "FOR" above, but write that nominee's name in the space below.
_________________________________________________________________
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS
WHICH MAY COME BEFORE THE ANNUAL MEETING.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION TO THE CONTRARY
IS INDICATED, IT WILL BE VOTED FOR THE PROPOSALS.
If stock is held in the name of more than one person, all holders should
sign. Signatures should correspond exactly with the name or names appearing
on the stock certificate(s). When signing as attorney, 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
(Be sure to date your Proxy)
Name(s) of Shareholder(s)
Signature(s) of Shareholder(s)
Please mark, date, and sign this Proxy, and return it in the enclosed,
return-addressed envelope. No postage is necessary.
PLEASE RETURN PROXY AS SOON AS POSSIBLE.
