<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
FIRST COMMUNITY BANCORP, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] No Filing 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
CARTERSVILLE, GEORGIA 30120-0280
(770) 382-1495
APRIL 9, 1998
To the Shareholders of FIRST COMMUNITY BANCORP, INC.:
You are cordially invited to attend the Annual Meeting of the
Shareholders of First Community Bancorp, Inc. (the "Company") to be held at
First Community Bank & Trust, 827 Joe Frank Harris Parkway, S.E., Cartersville,
Georgia 30120, on Wednesday, May 20, 1998, at 3:00 p.m. The official notice of
the Annual Meeting, Form of Proxy and the Proxy Statement of management of the
Company and the Company's 1997 Annual Report accompany this letter.
The principal business of the Annual Meeting will be to elect
directors of the Company. We also will review the operations of the Company and
its subsidiary bank, First Community Bank & Trust, for the past year.
Your Company and its subsidiary, First Community Bank & Trust had a
very profitable year in 1997 as evidenced by the enclosed financial reports.
Basic earnings per share for 1997 was $3.43 compared with earnings in 1996 of
$2.98, after tax. The value of your investment increased significantly in 1997.
Our Return on Equity was 19.35 percent compared with 20.11 percent in 1996. We
appreciate your continued support and ask that you continue to refer your
friends and associates to "your bank".
The Board of Directors of the Company is divided into three Classes:
Class I, Class II and Class III. The terms of one class of directors (Class
III) expire in 1998, and those directors, Terry N. Tumlin, J. Steven Walraven,
L. Ross Whatley, III and Earl Williamson, Jr. are standing for election at this
time. All of the named individuals are standing for election to serve as Class
III directors for three-year terms.
Whether or not you plan to attend the Annual Meeting, please mark,
date and sign the enclosed form of proxy, and return it to the Transfer Agent
for the Company in the envelope provided immediately. If you later decide to
attend the meeting, you may vote your shares in person.
Very truly,
/s/ J. Steven Walraven
-----------------------------------
J. Steven Walraven
President and Chief Executive Officer
R.S.V.P. To enable us to plan adequate seating and refreshments, please notify
Connie Mitchell-White at (770)606-2264 if you will be attending the Shareholders
Meeting.
<PAGE>
FIRST COMMUNITY BANCORP, INC.
827 JOE FRANK HARRIS PARKWAY, S.E.
P. O. BOX 280
CARTERSVILLE, GEORGIA 30120-0280
(770) 382-1495
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 20, 1998
To the Shareholders of FIRST COMMUNITY BANCORP, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of
First Community Bancorp, Inc. (the "Company") will be held on Wednesday, May 20,
1998 at 3:00 p.m., at First Community Bank & Trust, 827 Joe Frank Harris
Parkway, S.E., Cartersville, Georgia, for the following purposes:
1. To elect four directors for three-year terms;
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 April 1,
1998, 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 vote your shares in person, you may do so at any time before the proxy is
exercised.
By Order of the Board of Directors
/s/ J. Steven Walraven
-------------------------------------
J. Steven Walraven
President and Chief Executive Officer
<PAGE>
FIRST COMMUNITY BANCORP, INC.
827 JOE FRANK HARRIS PARKWAY, S.E.
P. O. BOX 280
CARTERSVILLE, GEORGIA 30120-0280
(770) 382-1495
_________________________________
PROXY STATEMENT
__________________________________
INTRODUCTION
------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Community Bancorp, Inc. (the
"Company"), for use at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held on Wednesday, May 20, 1998, at 3:00 p.m., at First Community Bank &
Trust, 827 Joe Frank Harris Parkway, S.E., Cartersville, Georgia 30120, and at
any adjournments thereof.
The Proxy Statement and form of proxy were first mailed to shareholders on
or about April 9, 1998. If the enclosed 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 AND SPECIFICATIONS
ARE NOT MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTOR NOMINEES
IDENTIFIED IN THIS PROXY STATEMENT.
Shareholders who sign proxies have the right to revoke them at any time
before they are voted by delivering to the Corporate Secretary of the Company,
at the principal office of the Company, either an instrument revoking the proxy
or a duly executed proxy bearing a later date along with a copy to the Transfer
Agent. Shareholders who sign Proxies may also revoke them by attending the
Annual Meeting and voting in person.
VOTING AT THE ANNUAL MEETING
----------------------------
The close of business on April 1, 1998, has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Annual Meeting. As of the close of business on April 1, 1998, the authorized
common stock of the Company consisted of 10,000,000 shares, $1 par value (the
"Stock"), of which 428,105 shares were issued, outstanding and held of record by
815 shareholders. Each such share is entitled to one vote on the matters to be
presented at the Annual Meeting.
<PAGE>
ELECTION OF DIRECTORS
---------------------
Pursuant to the Company's Articles of Incorporation, its Board of Directors
is divided into three classes: Class I, Class II and Class III. The number of
directors is set in the Company's Bylaws, which may be amended from time to time
by the Board of Directors. Currently, the number of directors is 10. The
current terms of the Class I directors expire in 1999; those of the Class II
directors expire in 2000; and those of the Class III directors expire in 1998.
If the number of directors is modified, any increase or decrease in
directorships is apportioned among the classes so as to make all classes as
nearly equal in number as possible.
The Board of Directors proposes that the four Class III nominees listed
below be elected as directors of the Company to serve for three years and until
their successors are duly elected and qualified. If any such nominees should
become unavailable to serve as a director (which is not now anticipated), then
the persons named as proxies reserve full discretion to vote for any other
person or persons as may be nominated.
In order to be elected as a director, a nominee must receive at least a
plurality of the votes cast in the election.
In 1997, the Board of Directors of the Company held four (4) meetings. No
incumbent director during 1997 attended fewer than 75 percent of the aggregate
of the total number of meetings of the Board of Directors and the total number
of meetings held by all Committees of the Board on which such director served.
Mr. Michael L. McPherson resigned his position as a director of the company
effective September 18, 1997; however, Mr. McPherson's resignation was not
because of a disagreement with the company on any matter relating to the
Company's operations, policies, or practices.
The Company has a standing Audit Committee, composed of Earl Williamson,
Jr., D. Arnold Tillman, Jr., Jack Fournier, and L. Ross Whatley, III. Audit
Committee functions are as follows: Oversight of the Bank's internal accounting
controls, review of the internal audit, selection of the independent auditors,
review of the annual audit plan with the independent auditors, review of the
annual report, results of the independent audit, and interim financial
information, and review of the supervisory examination reports. The Audit
Committee met four (4) times during 1997.
The Company does not have a standing Nominating or Compensation Committee
of the Board of Directors or any other committees performing similar functions.
The Board of Directors of the Bank does have an Executive Committee which
assists the Board in discharging its obligations. The Executive Committee
consists of Fareed Z. Kadum, Sammy L. Neal, H. Boyd Pettit, III, J. Steven
Walraven and L. Ross Whatley, III. The Executive Committee met three (3) times
in 1997.
The table set forth below shows for each director nominee and each
continuing director (a) his proposed or current class and term of office, (b)
his name, (c) his age at December 31, 1997, (d) the year he was first elected as
a director of the Company, (e) any positions held by him with the Company or its
subsidiary bank, First Community Bank & Trust (the "Bank"), other than as a
director, and (f) his business experience for the past five years:
2
<PAGE>
CLASS I - CONTINUING DIRECTORS
<TABLE>
<CAPTION>
Current Term Expires in 1999
----------------------------
Year First Positions with Company
Name Age Elected and Business Experience
- ---- --- ---------- -----------------------
<S> <C> <C> <C>
C. Gregory Culverhouse 42 1989 Attorney and President,
(Attorney at Law) Culverhouse & Associates, P.C.
Jack Fournier 60 1989 President and CEO, Speedknit
Corporation
Fareed Z. Kadum, M.D. 46 1989 Physician and President, Cartersville
OB/GYN Associates, P.C.
CLASS II - CONTINUING DIRECTORS
Current Term Expires 2000
-------------------------
Year First Positions with Company
Name Age Elected and Business Experience
- ---- --- ---------- -----------------------
<S> <C> <C> <C>
Sammy L. Neal 48 1989 Chief Executive Officer, Lanell's Motor
Coach, Inc. and Neal's Motor Coach,
Inc. (charter bus services), Cartersville,
Georgia
H. Boyd Pettit, III 45 1989 Attorney
D. Arnold Tillman, Jr., MD 36 1989 Physician
</TABLE>
CLASS III - DIRECTOR NOMINEES
To Serve a Term of Three Years, Until 1998
------------------------------------------
<TABLE>
<CAPTION>
Year First Positions with Company
Name Age Elected and Business Experience
- ---- --- ---------- -----------------------
<S> <C> <C> <C>
Terry N. Tumlin, DMD 44 1989 Dentist
J. Steven Walraven 49 1989 President and Chief Executive Officer of
the Company since 1989; and President & Chief
Executive Officer of the Bank since 1988.
L. Ross Whatley, III, MD 45 1989 Physician
Earl Williamson, Jr. 54 1989 Certified Public Accountant with
Williamson & Company CPA's, P.C.
</TABLE>
3
<PAGE>
EXECUTIVE OFFICERS
------------------
The following table sets forth for each officer of the Company (a) the
person's name, (b) their age at December 31, 1997, (c) the year they were first
elected as an officer of the Company and (d) their positions with the Company
and the Bank. All officers serve at the discretion of the Board.
<TABLE>
<CAPTION>
Year First Positions with Company
Name Age Elected and Business Experience
- ---- --- ---------- -----------------------
<S> <C> <C> <C>
J. Steven Walraven 49 1989 President and Chief Executive Officer of the Company
since June 1989; President and Chief Executive
Officer of the Bank since June 1988.
Rodney L. Grizzle 32 1997 Senior Vice President of the Company since October 1997;
Senior Vice President and Senior Lending Officer of the
Bank since October 1997. Vice President and Compliance
officer since October 1993. Vice President and Loan
Administration Officer of Wachovia Bank of Georgia, N.A.
from May 1987 until October 1993.
Danny F. Dukes 38 1997 Vice President, Chief Financial and Operations Officer
and Corporate Secretary of the Company and the Bank
since March 1997; Chief Financial Officer with Georgia
Federal Credit Union from March 1994 until March 1997;
Vice President, Chief Financial & Operations Officer with
Fayette County Bank from March 1993 until March 1994;
Vice President, Internal Auditor, Compliance & Security
Officer from June 1991 until March 1993.
</TABLE>
No director or executive officer of the Company is a party adverse to the
Company or any of its subsidiaries or having material interest adverse to the
Company or any of its subsidiaries. There are no family relationships among
directors, executive officers, or persons nominated or chosen by the Company to
become directors or executive officers. During the previous five years, no
director or executive officer was the subject of a legal proceeding (as defined
below) that is material to an evaluation of the ability or integrity of any
director or executive officer. A "legal proceeding" includes: (a) any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive prior to that time; (b) any conviction in a
criminal proceeding or subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (c) any order, judgment, or
decree of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending, or otherwise limiting his or her involvement in
any type of business, securities or banking activity; and (d) any finding by a
court of competent jurisdiction (in a civil action), the Securities Exchange
Commission, or the Commodity Futures Trading Commission of a violation of a
federal or state securities or commodities law (such finding having not been
reversed, suspended, or vacated).
INDEBTEDNESS OF OFFICERS AND DIRECTORS
--------------------------------------
The Company's directors and officers and certain business organizations and
individuals associated with them have been customers of and have had banking
transactions with the Bank and are expected to continue such relationships in
the future. Pursuant to such transactions, the Company's directors and officers
from time to time have borrowed funds from the Bank for various business and
4
<PAGE>
personal reasons. The extensions of credit made by the bank to the Company's
directors and officers (a) were made in the ordinary course of business, (b)
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and (c) did not involve more than a normal risk of collectibility
or present other unfavorable features.
OWNERSHIP OF STOCK BY PRINCIPAL SHAREHOLDERS
--------------------------------------------
STOCK OWNED BY MANAGEMENT
-------------------------
On April 1, 1998, there were no persons who beneficially owned five percent
or more of the outstanding shares of Stock to the best information and knowledge
of the Company except as disclosed below.
The following table sets forth the number of shares of Stock beneficially
owned by each director nominee and each continuing director of the Company and
Officers as of April 1, 1998 and by all director nominees, continuing directors
and officers of the Company, as a group. Unless otherwise indicated, each person
is the record owner of and has sole voting and investment powers over his
shares.
<TABLE>
<CAPTION>
Name of Nominee Number of Shares Percent
or Director or Officer Beneficially Owned of Class (1)
- ----------------------------- ------------------- ------------
<S> <C> <C>
C. Gregory Culverhouse 18,280 (2) 4.26
Jack Fournier 33,946 (3) 7.92
Fareed Z. Kadum, M.D. 15,435 (4) 3.60
Sammy L. Neal 18,925 (5) 4.42
H. Boyd Pettit, III 17,298 (6) 4.04
D. Arnold Tillman, Jr., MD 9,359 (7) 2.18
Terry N. Tumlin, D.M.D. 15,954 (8) 3.72
J. Steven Walraven 18,290 (9) 4.27
Lewis Ross Whatley, III, MD 22,682 (10) 5.29
Earl Williamson, Jr., CPA 13,915 (11) 3.25
Rodney L. Grizzle 82 (12) .02
Danny F. Dukes 102 .02
All Directors and
Principal Officers
as a Group (12 persons) 196,609 (13) 45.92
</TABLE>
Footnotes
- ---------
5
<PAGE>
(1) As to each director or executive officer who has the right to acquire,
within the next 60 days, shares of the common stock of the Company upon the
exercise by them of stock options, such individual's percent of class has
been calculated on the assumption that such options have in fact been
exercised by them and the number of issued and outstanding shares of the
Company has been increased by a corresponding amount. For the purpose of
calculating the ownership percentage for the group as a whole, see the
explanation in footnote 13.
(2) Includes 4,234 presently exercisable stock options granted on April 1,
1997, pursuant to the First Community Bancorp, Inc. Stock Option Plan.
(3) Includes (a) 27,954 shares owned of record jointly by Mr. Fournier and his
wife, as to which they share voting and investment powers, (b) 879 shares
owned of record by Mr. Fournier and (c) 879 shares owned of record by Mr.
Fournier's wife, as to which Mr. Fournier shares voting and investment
powers, and (d) 4,234 presently exercisable stock options granted on April
1, 1997, pursuant to the First Community Bancorp, Inc. Stock Option Plan.
(4) Includes (a) 7,977 shares owned of record by Dr. Kadum, (b) 470 shares
owned of record by Dr. Kadum's wife, as to which Dr. Kadum shares voting
and investment powers, (c) 714 shares owned of record by Dr. Kadum as
trustee for his minor children, (d) 2,040 shares owned of record by
Cartersville OB/GYN and (e) 4,234 presently exercisable stock options
granted on April 1, 1997, pursuant to the First Community Bancorp, Inc.
Stock Option Plan.
(5) Includes (a) 9,081 shares owned of record by Mr. Neal, (b) 5,100 shares
owned of record by Mr. Neal's wife, as to which Mr. Neal shares voting and
investment powers, (c) 510 shares owned of record by Mr. Neal's children as
to which Mr. Neal shares voting and investment powers, and (d) 4,234
presently exercisable stock options granted on April 1, 1997, pursuant to
the First Community Bancorp, Inc. Stock Option Plan.
(6) Includes (a) 12,054 shares of record by Mr. Pettit, (b) 1,010 shares owned
of record by Mr. Pettit's wife, as to which Mr. Pettit shares voting and
investment powers and (c) 4,234 presently exercisable stock options granted
on April 1, 1997, pursuant to the First Community Bancorp, Inc. Stock
Option Plan.
(7) Includes (a) 5,100 shares owned of record by Mr. Tillman, individually, (b)
25 shares owned of record by Mr. Tillman's wife, as to which Mr. Tillman
shares voting and investment powers and (c) 4,234 presently exercisable
stock options granted on April 1, 1997, pursuant to the First Community
Bancorp, Inc. Stock Option Plan.
(8) Includes (a) 4,510 shares owned of record by Mr. Tumlin, (b) 4,210 shares
owned of record by Terry N. Tumlin, D.M.D. P.C. Pension Trust Account, as
to which Mr. Tumlin is the beneficial owner, (c) 3,000 shares owned of
record by Terry N. Tumlin, D.M.D., P.C. Profit Sharing Plan Trust Account,
as to which Mr. Tumlin is the beneficial owner, and (d) 4,234 presently
exercisable stock options granted on April 1, 1997, pursuant to the First
Community Bancorp, Inc. Stock Option Plan.
(9) Includes (a) 9,283 shares owned of record by Mr. Walraven, (b) 173 shares
owned of record by Mr. Walraven's wife, as to which Mr. Walraven shares
voting and investment powers but as to
6
<PAGE>
which he disclaims beneficial ownership, (c) 10 shares owned of record by
Mrs. Walraven as custodian of her minor children, as to which Mr. Walraven
shares voting and investment powers, and (d) 102 shares owned of record by
Mr. Walraven as custodian for his minor children, as to which Mr. Walraven
has sole voting and investment powers but as to which he disclaims
beneficial ownership. In addition, Mr. Walraven was granted 4,151 stock
options on June 18, 1991, which have increased to 4,234 by reason of the
two percent shared dividend declared by the company in 1997. Mr. Walraven
was also granted 800 stock options on November 15, 1994 and 600 stock
options on November 21, 1995, which amounts have been increased,
respectively, to 816 and 612 by reason of the two percent shared dividend
declared by the company in 1997. The exercise prices for these options
are, respectively, $12.50 and $16.13 per share. These options expire,
respectively, on November 15, 2001 and November 21, 2002. The number given
for Mr. Walraven's share ownership also includes 3,060 presently
exercisable stock options granted April 1, 1997, pursuant to the First
Community Bancorp, Inc. Stock Option Plan.
(10) Includes (a) 8,405 shares owned of record by Dr. Whatley, (b) 8,874 shares
owned of record by Cartersville Radiology Group P.C., Money Purchase
Pension Plan, F.B.O. Lewis Ross Whatley, III, as to which Mr. Whatley is
the beneficial owner, (c) 169 shares owned of record jointly by Mr. Whatley
and his minor child, as to which Mr. Whatley shares voting and investment
powers but disclaims beneficial ownership and (d) 4,234 presently
exercisable stock options granted on April 1, 1997, pursuant to the First
Community Bancorp, Inc. Stock Option Plan.
(11) Includes (a) 7,803 shares owned of record by Mr. Williamson, (b) 1,020
shares owned of record by Mr. Williamson jointly with Ronald G. Smith, as
to which Mr. Williamson shares voting and investment powers, (c) 139 shares
owned of record by Mr. Williamson as custodian for his minor child, as to
which Mr. Williamson shares voting and investment powers, (d) 719 shares
owned of record by Mr. Williamson's wife, as to which he shares voting and
investment powers but disclaims beneficial ownership and (e) 4,234
presently exercisable stock options granted on April 1, 1997, pursuant to
the First Community Bancorp, Inc. Stock Option Plan.
(12) Includes (a) 22 shares held jointly by Mr. Grizzle and his wife, and (b) 60
presently exercisable stock options.
(13) In addition to shares listed as being beneficially owned by each director
and executive officer, this total figure for the board and executive
officers includes 12,341 shares owned by the First Community Bancorp, Inc.
KSOP, as to which the Board possesses voting control.
7
<PAGE>
COMPENSATION OF OFFICERS AND DIRECTORS
--------------------------------------
GENERAL
-------
The Company has not paid any remuneration to its officers and directors since
its formation. It is not currently anticipated that the Company will pay any
remuneration to its officers and directors. The Bank paid the following
remuneration to its executive officers in 1997:
SUMMARY COMPENSATION TABLE
--------------------------
The following table sets forth compensation earned from the Bank in 1997, 1996,
and 1995, by the Executive Officers of the Company:
<TABLE>
<CAPTION>
ANNUAL LONG-TERM ALL OTHER
COMPENSATION COMPENSATION COMPENSATION
----------------------------------------------------------------------------------------
AWARDS PAYOUTS
----------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
NAME AND YEAR SALARY BONUS OTHER RESTRICTED OPTIONS LTIP OTHER
PRINCIPAL POSITION ANNUAL STOCK SARS PAYOUTS COMPENSATION
COMPEN- AWARDS
SATION
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. STEVEN WALRAVEN 1997 120,459 ---(1) 70,587(2) --- 3,060(3) --- 7,800(4)
CEO/President
1996 113,612 18,985 9,132 --- --- --- ---
1995 89,016 8,902 19,738 --- 600(5) --- ---
</TABLE>
(1) In previous years, Mr. Walraven's bonus has been calculated and paid in
November or December, prior to the completion of audited financial
statements. As Mr. Walraven's bonus is calculated on the basis of
corporate performance, as revealed by such financial statements, the Board
decided to withhold decision (and award) of bonus to Mr. Walraven under the
terms of his employment agreement until financial statements were
completed. Although Mr. Walraven's bonus was earned in 1997, it was not
paid until 1998, and will therefore be stated in next year's report.
(2) Representing amounts earned by reason of exercise of in the money options
by Mr. Walraven. See "Aggregated Option Exercises" table below.
(3) In 1997, Mr. Walraven was granted a total of 10,200 stock options with an
exercise price of the then fair market value of $25.25 per share. Of
these, only 3,060 are currently exercisable, with the remainder subject to
a cliff vesting of seven years, prior to the expiration of which they are
not exercisable.
(4) Represents Board attendance, fees and the vested portion of Mr. Walraven's
unqualified retirement plan.
(5) Granted pursuant to the First community Bancorp, Inc. 1994 Incentive Stock
Option Plan. The exercise price of these options is $16.13 per share and
the fair market value on the date of grant was $13.44 per share. These
option expire on November 21, 2002.
OPTION GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>
Name Number of securities Percent of total options Exercise or base price Expiration date
underlying options/SARs granted employees in ($/Sh)
grants fiscal year
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C>
J. Steven Walraven 10,200 (1) 36.49% (2) 25.25 04/01/2007
President & CEO
</TABLE>
(1) Granted pursuant to the 1997 First Community Bancorp, Inc. Stock Option
Plan, approved by shareholders at the 1997 Annual Meeting of the
Shareholders. Of this figure, only 3,060 are exercisable within the next
sixty (60) days; 7,140 are subject to a seven (7) year vesting period, and
may not be exercised prior to the expiration of that period.
(2) Calculated without reference to any options granted to non employee
directors.
8
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FYN OPTION VALUES
Name Shares Value Number of Value of
Acquired Realized Securities Unexercised
on ($) Underlying In-The-Money
Exercise Unexercised Options/SARs
(#) Options/SARs At FY-end ($)
At FY-end (#) Exercisable/
Exercisable/ Unexercisable
Unexercisable
(a) (b) (c) (d) (e)
J. Steven Walraven 4,234 70,587 8,722 / 7,140 $88,852.58* / $0
* Value of unexercised, in-the-money options calculated on the basis
of fair market value of $25.25 per share. Options include 816 exercisable at
$12.50 per share; 612 exercisable at $16.13 per share; and 4,234 exercisable at
$8.04 per share.
Compensation of Directors
-------------------------
During 1997, all of the Company's directors also served as directors
of the Bank. During 1997, none of the directors were paid for their service as
director of the Company. The Directors were paid for their service as director
of the Bank and any committee on which they served in 1997. The Bank paid the
directors $74,225 during 1997; $ 49,600 was paid for attending board of
directors meetings and $24,625 was paid for attending committee meetings. The
Chairman of the Board of Directors received $400 compensation for each regular
meeting attended, with each Board Member receiving $350. Committee Meeting
Members received $50 for each committee meeting attended with the Chairman of
the Loan Committee receiving $75 with a maximum compensation fee of one per day.
Compensation fees are paid on the contingency of attendance.
The First Community Bank & Trust Director's Indexed Fee Continuation
Program (the "Program") became effective on August 28, 1995. Under the Program,
each participating Director may be entitled to: (1) the accumulated balance in
his or her Pre-Retirement Account consisting of the annual earnings or loss of
the aggregate annual after-tax income from certain life insurance contracts on
the lives of participating Directors less the annual cost of funds expense from
the effective date until his or her retirement date, payable in ten equal annual
installments commencing thirty days following his or her retirement date; and
(2) the Index Retirement Benefit consisting of the annual earnings or loss of
the aggregate annual after-tax income from certain life insurance contracts on
the lives of participating Directors less the annual cost of funds expense from
his or her retirement date until death. In addition to these payments, each
Director is entitled to defer their Director fee each year for five years with
the accumulated balance, plus interest, payable in lump sum to the participating
Director, or his or her estate, upon reaching his or her retirement date.
EMPLOYMENT AGREEMENTS AND COMPENSATION PLANS
--------------------------------------------
During 1988, the President of the Bank executed an employment
agreement with the Bank for a term of three years. This agreement expired in
1991 and the President of the Bank continues his employment without a written
agreement. Compensation to the President of the Bank is included in the cash
compensation table above.
Pursuant to the terms of a Plan of Reorganization effected in 1989,
shareholders who had previously held shares of the Bank's common stock received,
instead, shares of the Company's common stock. Similarly, options, and warrants
issued by the Bank prior to the effective date of the reorganization were
converted from options to purchase shares of the Bank's common stock to options
and warrants to purchase shares of the Company's common stock. The options
described in the following paragraph were granted by the Bank prior to the
reorganization and were converted as a result of the reorganization.
9
<PAGE>
The employment agreement executed with the President provided that he
would receive options to purchase up to 12,453 shares of stock. Under the
Agreement, he received an option for 4,151 shares in 1990 and 4,151 shares in
1991 for a total of 8,302 shares. No additional options are available under the
former employment agreement. All options will be exercisable at a price per
share equal to the book value of the stock when the option was granted and will
be exercisable for a period of seven (7) years following this grant. Options
granted in 1990 were exercised during the 1997 year.
On May 25, 1994, the shareholders of the Company approved the 1994
Incentive Stock Option plan (the " 1994 Plan"). Under the 1994 Plan, up to
20,000 shares of common stock of the Company may be issued to key employees.
The option price for the shares of common stock is equal to or greater than the
fair market value of such shares on the date on which the option covering such
shares is granted. The 1994 Plan shall be effective as of June 1, 1994 and
shall continue in effect until May 31, 2004, unless earlier terminated.
Mr. J. Steven Walraven, President & CEO of the Company, was granted
options for 800 shares of common stock of the Company under the 1994 Plan on
November 15, 1994. The exercise price of these shares is $12.50 per share and
the fair market value of the unexercised options was $12.50 per share on the
date of the grant based upon the analysis of trades during the year. The
options expire November 15, 2001.
On November 21, 1995, Mr. Walraven was again granted an option for 600
shares of common stock of the Company under the 1994 Plan. The exercise price
of these shares is $16.13 per share and the fair market value of these shares
was $13.44 per share on the date of the grant based on the analysis of the
trades during the year. The expiration date of these shares is November 21,
2002.
On May 21, 1997, the Shareholders of the Company approved the 1997
Incentive Stock Option Plan (the "1997 Plan"). Under the 1997 Plan, up to
70,000 shares of common stock of the Company may be issued to key employees.
The option price for the shares of common stock is equal to or greater than the
fair market value of such shares on the date on which the option covering such
shares was granted. The 1997 Plan was effective as of February 1, 1997 and shall
continue in effect for a period of ten (10) years after the effective date.
On April 1, 1997, Mr. Walraven was granted options for 10,200 shares
of common stock under the 1997 Plan. The exercise price of these shares is
$25.25 per share even though recent trades occurred for less. An independent
stock appraisal determined the fair market value to be $25.25 in April 1997. Of
those options granted, 3,060 shares were immediately vested on the date of the
grant with the remaining 7,140 share options subject to a seven (7) year cliff
vesting schedule. The expiration date of these options is April 1, 2007.
SHAREHOLDER PROPOSALS
---------------------
Any shareholder of the Company wishing to submit a proposal for action
at the next annual meeting of shareholders of the Company and desiring inclusion
of the same in management's proxy materials must provide a written copy of the
proposal to management of the Company at its principal executive office not
later than December 26, 1998. Any such proposal must comply in all respects
with the rules and regulations of the Securities and Exchange Commission.
10
<PAGE>
OTHER MATTERS
-------------
The Board of Directors of the Company knows of no other matters which
may be brought before the Annual Meeting. If, however, any matter other than
the election of directors or matters incident thereto should properly come
before the Annual Meeting, votes will be cast pursuant to the proxies in
accordance with the best judgment of the proxyholders.
EXPENSES AND SOLICITATION OF PROXIES
------------------------------------
All expenses of the proxy solicitation will be paid by the Company.
In addition to solicitation by mail, certain directors, officers and regular
employees of the Company and the Bank may solicit proxies by telephone, telegram
or personal interview for which they will receive no compensation in addition to
their regular salaries. The Company may request brokerage houses and
custodians, nominees and fiduciaries to forward soliciting material to the
beneficial owners of Stock held of record by such persons, and if requested will
reimburse them for their reasonable out-of-pocket expenses in connection
therewith.
FORM 10-KSB
-----------
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL, WITHOUT CHARGE,
FURNISH ANY OWNER OF COMMON STOCK A COPY OF ITS ANNUAL REPORT TO THE SECURITIES
AND EXCHANGE COMMISSION ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31,
1997, INCLUDING FINANCIAL STATEMENTS AND THE SCHEDULES THERETO. COPIES OF
EXHIBITS TO THE FORM 10-KSB ARE ALSO AVAILABLE UPON SPECIFIC REQUESTS AND
PAYMENT OF A REASONABLE CHARGE OF REPRODUCTION. SUCH REQUESTS SHOULD BE DIRECTED
TO DANNY F. DUKES, CORPORATE SECRETARY OF THE COMPANY, AT POST OFFICE BOX 280,
827 JOE FRANK HARRIS PARKWAY, S.E., CARTERSVILLE, GEORGIA 30120-0280.
11
<PAGE>
FIRST COMMUNITY BANCORP, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
-----------------------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
--------------------------------------
TO BE HELD ON MAY 20, 1998
--------------------------
The undersigned shareholder of First Community Bancorp, Inc. (the
"Company") hereby appoints J. Steven Walraven and Danny F. Dukes, and each of
them, as proxies with full power of substitution, acting by majority or by
either of them if only one be present and acting, to vote all shares of common
stock of the Company, which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders (the "Meeting") to be
held at First Community Bank & Trust, 827 Joe Frank Harris Parkway, S.E.,
Cartersville, Georgia 30120 on Wednesday, May 20, 1998 at 3:00 p.m. and at any
adjournments thereof, upon the proposal described in the accompanying Notice of
the Annual Meeting and the Proxy Statement relating to the Meeting, receipt of
which are hereby acknowledged.
PROPOSAL: To elect the four nominees listed below to serve as directors for
the ensuing three years:
Terry N. Tumlin J. Steven Walraven
L. Ross Whatley, III Earl Williamson, Jr.
_____ FOR all nominees _____ WITHHOLD AUTHORITY
listed above (except to vote for all
as indicated to the nominees listed
contrary below). above.
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, MARK "FOR"
- --------------------------------------------------------------------------
ABOVE, AND WRITE THE NOMINEE'S NAME FOR WHOM YOU WISH TO WITHHOLD AUTHORITY IN
- ------------------------------------------------------------------------------
THE SPACE BELOW:
- ----------------
_________________________________________________________________
Dated:____________________________,1998
(Be sure to date Your Proxy)
________________________________________
Name(s) of Shareholder(s) (Please Print)
________________________________________
Signature(s) of Shareholder(s)
If stock is held in the name of more than one person, all holders
should sign. When signing as attorney, executor, administrator, trustee,
guardian or custodian, please indicate the capacity in which you are acting. 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.
Please mark, date and sign this Proxy, and return in the enclosed
return-addressed envelope. No postage is necessary.
PLEASE RETURN PROXY BEFORE MAY 7, 1998
--------------------------------------
FIRST COMMUNITY BANCORP, INC.
827 Joe Frank Harris Parkway, S.E.
P. O. BOX 280
12
