<PAGE>
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:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
LANIER BANKSHARES, 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)(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>
LANIER BANKSHARES, INC.
854 Washington Street
Gainesville, Georgia 30501
(770) 536-2265
March 24, 1999
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 21, 1999 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 III
directors to serve for a three-year term until 2002 and to review the operations
of the Company and its wholly-owned subsidiaries, Lanier National Bank and
Lanier Data Corporation, for the past year.
We cannot take any action 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 proxy card, and return it to Reliance
Trust Company in the envelope provided as soon as possible.
Sincerely,
Joseph D. Chipman, Jr.
President and
Chief Executive Officer
<PAGE>
LANIER BANKSHARES, INC.
854 Washington Street
Gainesville, Georgia 30501
(770) 536-2265
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 21, 1999
To the Shareholders of Lanier Bankshares, Inc.:
The Annual Meeting of Shareholders of Lanier Bankshares, Inc. (the "Company")
will be held on Wednesday, April 21, 1999, 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 III 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 12, 1999, as
the record date for determining the shareholders entitled to notice of, and to
vote at, the meeting.
To ensure the greatest number of shareholders will be present either in
person or by proxy, we ask that you mark, date, sign, and return the enclosed
proxy card as soon as possible. If you attend the meeting in person, you may
revoke your proxy at the meeting and cast your vote in person. You may revoke
your proxy at any time before the proxy is exercised.
By Order of the Board of Directors,
Susan R. Bell
Corporate Secretary
March 24, 1999
<PAGE>
LANIER BANKSHARES, INC.
854 Washington Street
Gainesville, Georgia 30501
(770) 536-2265
______________________________________________________
PROXY STATEMENT FOR 1999 ANNUAL MEETING
______________________________________________________
VOTING
------
The Board of Directors of Lanier Bankshares, Inc. (the "Company") is
furnishing this Proxy Statement in connection with its solicitation of proxies
for use at the Annual Meeting of Shareholders to be held on Wednesday, April 21,
1999, 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 proxy card are first being mailed to
shareholders on or about March 24, 1999. If the enclosed proxy card is properly
executed, returned, and not revoked, it will be voted in accordance with the
specifications made by the shareholder. If the proxy card 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.
You can revoke your proxy at any time before it is voted by delivering to
Susan R. Bell, Corporate Secretary of the Company, at the main office of the
Company, either written revocation of your proxy or a duly executed proxy
bearing a later date or by attending the meeting and voting in person.
The Board of Directors has fixed the close of business on March 12, 1999 as
the record date for determining the shareholders who are 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 1,200,000 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.
<PAGE>
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, 1998, (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 III DIRECTOR NOMINEES
For Three-Year Term Expiring 2002
<TABLE>
<CAPTION>
Director
Name and Age Since Positions with the Company and Business Experience
- ---------------------------------- -------- --------------------------------------------------
<S> <C> <C>
Carlton W. Rogers, Sr., (51) 1988 Agent, Turner, Wood & Smith Insurance Center.
Stewart Teaver, (43) 1994 Principal, City Plumbing & Electric Company;
Principal, Area Realty Company.
Michael Wilson, (43) 1994 Real Estate Developer; Principal, Whitmire &
Wilson Properties.
</TABLE>
-2-
<PAGE>
CLASS I - CONTINUING DIRECTORS
Term Expiring 2000
<TABLE>
<CAPTION>
Director
Name and Age Since Positions with the Company and Business Experience
- ------------ -------- --------------------------------------------------
<S> <C> <C>
John W. Browning, III, M.D., (54) 1988 Physician and Partner of Longstreet Clinic;
Chairman Northeast Georgia Health Associates
Joseph D. Chipman, Jr., (53) 1988 President and Chief Executive Officer of the
Company and of the Bank since 1989; Chairman
of Lanier Data Corporation from 1992 until
present.
C. Edmondson Daniel, (53) 1988 Chairman of the Board of the Company and of the
Bank; President and CEO of Carroll Daniel
Construction Company since July 1969.
</TABLE>
CLASS II - CONTINUING DIRECTORS
Term Expiring 2001
<TABLE>
<CAPTION>
Director
Name and Age Since Positions with the Company and Business Experience
- ------------ -------- --------------------------------------------------
<S> <C> <C>
J. Austin Edmondson, (59) 1988 Principal, Georgia Chair Company since 1963;
Principal, Georgia Plastic Company.
Jerry D. Jackson, (57) 1988 Real Estate Developer; Partner, Mundy Mill
Properties; Partner, Woodfield Properties;
Partner, Lanier Car Wash.
R. Thomas Jarrard, (55) 1988 Attorney, Carey, Jarrard and Walker, since 1972.
</TABLE>
-3-
<PAGE>
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 Company and
the Bank since 1989 and President of Lanier Data Corporation since 1992. Mr.
Hunt is 46 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 44 years old.
MEETINGS AND COMMITTEES OF THE BOARD
------------------------------------
During the year ended December 31, 1998, the Board of Directors of the
Company held 6 meetings. All incumbent directors attended at least 75% of the
meetings of the Boards of Directors of the Company except for Mr. Browning and
Mr. Rogers who each attended four of the meetings.
Additionally during the year ended December 31, 1998, the Board of
Directors of the Bank held 12 meetings. The directors of the Bank are the same
as those of the Company.
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 1998, 1997 and 1996.
-4-
<PAGE>
SUMMARY COMPENSATION TABLE
The following table presents the total compensation the Company paid during
fiscal years 1998, 1997 and 1996 to its chief executive officer.
<TABLE>
<CAPTION>
===========================================================================================================================
Annual Compensation Long Term Compensation
-------------------------------------------- -------------------------------------------------
Awards Payouts
---------------------- -------------------------
Other Restricted All
Annual Stock Options/ LTIP Other
Salary Bonus Compensation Awards SARs Payouts Compensation/(1)/
Name and Position Year ($) ($) ($) ($) (#) ($) ($)
- ------------------------- ------- ---------- --------- ------------- ----------- --------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph D. Chipman, Jr., 1998 122,300 20,000 0 0 0 0 9,600
President and Chief
Executive Officer
1997 115,000 13,000 0 0 0 0 8,288
1996 112,000 13,000 0 0 0 0 7,500
==========================================================================================================================
</TABLE>
/(1)/Consists of the Company's contributions to Mr. Chipman's account under the
Company's Profit-Sharing Plan.
OPTION GRANTS IN FISCAL YEAR 1998
The Company granted no stock options during fiscal year 1998. The Company
has no outstanding stock appreciation rights and granted no stock appreciation
rights during fiscal year 1998.
Additionally, Mr. Chipman did not exercise any options to purchase shares
of the Company's Common Stock during 1998.
-5-
<PAGE>
FISCAL YEAR-END OPTION VALUES
The following table presents information regarding the value of Mr.
Chipman's unexercised options held at December 31, 1997. The information
presented in the following table and in the footnotes to the table reflects a
two for one stock split of the Company's Common Stock, which was issued on April
22, 1998.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised In-the-Money
Options at Options at
Shares Fiscal Year End Fiscal Year End
Acquired Value (#) ($)
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- -------------------------- ---------------- ----------------- ----------------------- -----------------------------
<S> <C> <C> <C> <C>
Joseph D. Chipman, Jr. 0 0 16,000/4,000(1) $193,000(2)/$42,000(2)
</TABLE>
- ----------------
(1) The unexercisable options, granted as of December 28, 1995, become
exercisable in 20% increments (2,000 shares) annually beginning December
28, 1996 at an exercise price of $7.50 per share. Mr. Chipman has 10,000
shares of immediately exercisable options at an exercise price of $5.00 per
share pursuant to options granted on February 22, 1990, which options
became exercisable in 20% increments on the anniversary of the date of the
grant.
(2) At December 31, 1998, the per share fair market value of the Company's
Common Stock ($18.00 per share) exceeded the per share exercise price of
the exercisable options ($5.00 per share as to 10,000 shares and $7.50 per
share as to 6,000 shares) by $13.00 per share and $10.50 per share,
respectively. Additionally, at December 31, 1998, the per share fair
market value exceed the per share exercise price of the unexercisable
options by 10.50 per share. Fair market value is based on the Company's
book value per share at December 31, 1998.
Director Compensation
---------------------
The Company pays $275 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
-6-
<PAGE>
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.
-7-
<PAGE>
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, 1998 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 12, 1999. 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.
Amount
and Nature of Percent
Name and Address Beneficial Ownership of Class
---------------- -------------------- --------
(a) Directors
---------
John W. Browning, III, M.D. 42,590 3.5%
873 Glenwood Drive, N.E.
Gainesville, Georgia
Joseph D. Chipman, Jr. 87,820/(1)/ 7.2%
130-C John Morrow Parkway, #131
Gainesville, Georgia
Lewis W. Coker 56,600/(2)/ 4.7%
1999 Watauga Drive
Gainesville, Georgia
-8-
<PAGE>
Amount
and Nature of Percent
Name and Address Beneficial Ownership of Class
---------------- -------------------- --------
C. Edmondson Daniel 35,950 3.0%
1484 Heritage Place
Gainesville, Georgia
J. Austin Edmondson 32,840 2.7%
1474 Burns Drive
Gainesville, Georgia
Jerry D. Jackson 39,034/(3)/ 3.3%
P.O. Box 7275
Chestnut Mountain, Georgia
R. Thomas Jarrard 41,000/(4)/ 3.4%
P.O. Box 2522
Gainesville, Georgia
Carlton W. Rogers, Sr. 13,100 1.1%
P.O. Box 1058
Gainesville, Georgia
Stewart Teaver 31,508/(5)/ 2.6%
1160 Antioch Road
Gainesville, Georgia
Michael Wilson 2,500 0.2%
2625 Pemmican Run
Gainesville, Georgia
(b) Executive Officers*
-------------------
Jeffrey D. Hunt 16,712/(6)/ 1.4%
426 Wisherd Lane
Cleveland, Georgia
Ricky H. Pugh 16,540/(7)/ 1.4%
2434 Basin Drive
Gainesville, Georgia
-9-
<PAGE>
Amount
and Nature of Percent
Name and Address Beneficial Ownership of Class
---------------- -------------------- --------
(c) Non-Director, 5% Beneficial Owners
----------------------------------
Henry W. Wallis, Jr. 80,000 6.7%
60 Club Drive
Gainesville, Georgia
(d) All Directors, Executive Officers 496,194 40.1%
---------------------------------
and Non-Director, 5% Beneficial
-------------------------------
Owners as a Group
-----------------
- -----------------
/(1)/ Consists of (a) 65,600 shares owned directly by Mr. Chipman, (b) 4,600
owned by his spouse as to which beneficial ownership is shared, (c)
1,620 shares owned by Mr. Chipman's sons as to which beneficial
ownership is shared, (d) 16,000 shares of immediately exercisable
options.
/(2)/ Consists of (a) 6,400 shares owned directly by Mr. Coker, (b) 32,200
shares owned by Lewis W. Coker Enterprises, as to which beneficial
ownership is shared, and (c) 18,000 shares owned by Coker Equipment
Co., as to which beneficial ownership is shared.
/(3)/ Consists of (a) 18,200 shares directly owned by Mr. Jackson, (b)
20,534 shares owned jointly by Mr. Jackson and his spouse, and (c) 300
shares owned by Mr. Jackson's spouse, as to which beneficial ownership
is shared.
/(4)/ Consists of (a) 37,000 shares directly owned by Mr. Jarrard, and (b)
4,000 shares owned jointly by Mr. Jarrard and his spouse.
/(5)/ Consists of (a) 6,838 shares owned directly by Mr. Teaver, (b) 4,492
shares held by Mr. Teaver as custodian for his son, as to which
beneficial ownership is shared, (c) 4,500 held by Mr. Teaver as
custodian for his daughter, as to which beneficial ownership is
shared, (d) 8,840 shares held jointly by Mr. Teaver and his spouse,
and (e) 6,838 shares held by Mr. Teaver's spouse, as to which
beneficial ownership is shared.
/(6)/ Consists of (a) 6,012 shares owned directly by Mr. Hunt, (b) 200
shares as custodian for his children, and (c) 10,500 shares in
immediately exercisable options.
/(7)/ Consists of (a) 3,000 shares owned directly by Mr. Pugh, (b) 1,140
shares held by Mr. Pugh's spouse, as to which beneficial ownership is
shared, (c) 200 shares held by Mr. Pugh as custodian for his son, as
to which beneficial ownership is shared, (d) 200 shares held by Mr.
Pugh as custodian for his other son, as to which beneficial ownership
is shared, and (e) 12,000 shares in immediately exercisable options.
* Note: Mr. Chipman is also an Executive Officer of the Company.
-10-
<PAGE>
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 the Company's review
of the Section 16 Reports furnished to the Company by its Reporting Persons, Mr.
Chipman filed late three Forms 4, reporting one transaction each. These three
transactions were reported on a Form 5 filed by Mr. Chipman on February 16,
1999. Additionally, Mr. Hunt filed late one Form 4, reporting one transaction.
This transaction was reported on a Form 5 filed by Mr. Hunt on February 16,
1999.
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.
The Bank completed construction of its new branch located at Quillian's
Corner in May 1998. The Bank hired Carroll Daniel Construction Company along
with JBA Architects, Inc. to construct the branch building. C. Edmondson
Daniel, Chairman of the Board of Directors of the Company and the Bank, is
President and Chief Executive Officer of Carroll Daniel Construction Company.
The total expenditure paid to Carroll Daniel Construction Company for the
construction of the Quillian's Corner branch was $457,336. The terms of the
contracts were, in the opinion of the Bank, at least as favorable to the Bank as
terms available from unrelated third parties.
INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------
Mauldin & Jenkins, LLC 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 four 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.
-11-
<PAGE>
SHAREHOLDER PROPOSALS
---------------------
Any shareholder proposal intended for inclusion in the Company's proxy
material for the 2000 Annual Meeting of Shareholders must be received at the
principal offices of the Company not later than December 3, 1999.
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 24, 1999
-12-
<PAGE>
LANIER BANKSHARES, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 1999
The undersigned hereby appoints Joseph D. Chipman, Jr. and Susan R. Bell 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
21, 1999 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 THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL.
PROPOSAL: To elect Carlton W. Rogers, Sr., Stewart Teaver and Michael Wilson as
Class III 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 PROPOSAL.
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: , 1999
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(Be sure to date your Proxy)
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Name(s) of Shareholder(s)
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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.
