SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
FIRST PALMETTO FINANCIAL CORPORATION
------------------------------------------------
(Name of Registrant as Specified in its Charter)
FIRST PALMETTO FINANCIAL CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
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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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<PAGE>
January 26, 1999
Dear Stockholder:
It is our pleasure to invite you to attend the Annual Meeting of
Stockholders of First Palmetto Financial Corporation ("First Palmetto"), the
holding company for First Palmetto Savings Bank, F.S.B. (the "Bank"). The Annual
Meeting will be held at the Bank's main office, 407 DeKalb Street, Camden, South
Carolina, on Monday, February 22, 1999 at 10:00 a.m., local time.
Notice of the Annual Meeting, together with a Proxy Statement and Proxy
Card, are enclosed and describe in detail the formal business we will conduct.
As an integral part of the Annual Meeting, we will report on First Palmetto's
and the Bank's operations. Our directors and officers will, of course, be
available for your questions.
Detailed information concerning our business activities and operating
results through September 30, 1998 is contained in our Annual Report, which is
enclosed.
Your vote is important, regardless of the number of shares you own. ON
BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE
ANNUAL MEETING. This will not prevent you from voting in person but will assure
that your vote is counted if you are unable to attend the Annual Meeting.
Thank you for your cooperation and continuing support.
Sincerely,
Samuel R. Small
President and Chief Executive Officer
<PAGE>
FIRST PALMETTO FINANCIAL CORPORATION
407 DEKALB STREET
CAMDEN, SOUTH CAROLINA 29020
(803) 432-2265
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 22, 1999
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of First Palmetto Financial Corporation ("First Palmetto"), the
holding company for First Palmetto Savings Bank, F.S.B. (the "Bank"), will be
held at the Bank's main office, 407 DeKalb Street, Camden, South Carolina, on
Monday, February 22, 1999, at 10:00 a.m., local time, for the following
purposes:
1. The election of three directors of First Palmetto.
2. Such other matters as may properly come before the Annual Meeting or any
adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the Annual Meeting.
Pursuant to the Bylaws, the Board of Directors has fixed the close of business
on January 22, 1999 as the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting. Only holders of common
stock of record at the close of business on that date will be entitled to notice
of and to vote at the Annual Meeting or any adjournments thereof.
In the event there are not sufficient votes to approve any one or more of the
foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be
adjourned in order to permit further solicitation of proxies by First Palmetto.
You are requested to complete and sign the enclosed Proxy Card, which is
solicited by the Board of Directors, and to mail it promptly in the enclosed
envelope. Your proxy will not be used if you attend and vote at the Annual
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
DARLENE H. LOVE
SECRETARY
Camden, South Carolina
January 26, 1999
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE FIRST PALMETTO THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. AN ADDRESSED ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
- --------------------------------------------------------------------------------
<PAGE>
FIRST PALMETTO FINANCIAL CORPORATION
407 DEKALB STREET
CAMDEN, SOUTH CAROLINA 29020
(803) 432-2265
- --------------------------------------------------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 22, 1999
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Palmetto Financial Corporation
("First Palmetto"), the holding company for First Palmetto Savings Bank, F.S.B.
(the "Bank"), to be used at the Annual Meeting of Stockholders of First Palmetto
(the "Annual Meeting") to be held at the Bank's main office, 407 DeKalb Street,
Camden, South Carolina, on Monday, February 22, 1999, at 10:00 a.m., local time.
It is anticipated that this Proxy Statement will be mailed to stockholders on or
about January 26, 1999.
If the enclosed form of proxy is properly executed and returned to First
Palmetto in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions marked thereon.
EXECUTED BUT UNMARKED PROXIES WILL BE VOTED FOR THE ELECTION OF THE THREE
NOMINEES OF FIRST PALMETTO'S BOARD OF DIRECTORS AS DIRECTORS. Proxies marked as
abstentions will not be counted as votes cast. In addition, shares held in
street name which have been designated by brokers on proxy cards as not voted
will not be counted as votes cast. Proxies marked as abstentions or as broker no
votes, however, will be treated as shares present for purposes of determining
whether a quorum is present. Except for procedural matters incidental to the
conduct of the Annual Meeting, First Palmetto does not know of any other matters
that are to come before the Annual Meeting. If any other matters are properly
brought before the Annual Meeting as to which proxies in the accompanying form
confer discretionary authority, the persons named in the accompanying proxy will
vote the shares represented by such proxies on such matters as determined by a
majority of the Board of Directors. The proxies solicited on behalf of the Board
of Directors confer discretionary authority upon the holders thereof with
respect to matters incident to the conduct of the Annual Meeting and with
respect to any other matter presented at the Annual Meeting if notice of such
matter has not been delivered to First Palmetto in accordance with the
Certificate of Incorporation.
The securities which can be voted at the Annual Meeting consist of shares
of common stock of First Palmetto, par value $0.01 per share (the "Common
Stock"). Each share entitles its owner to one vote on all matters, including the
election of directors. The close of business on January 22, 1999 has been fixed
by the Board of Directors as the record date for determination of stockholders
entitled to vote at the Annual Meeting (the "Record Date"). The number of shares
outstanding on that date was 708,010. The presence, in person or by proxy, of
one-third of the total number of outstanding shares of Common Stock is necessary
to constitute a quorum at the Annual Meeting.
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REVOCATION OF PROXIES
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The presence of a stockholder at the Annual Meeting will not automatically
revoke such stockholder's proxy. However, stockholders may revoke a proxy at any
time prior to its exercise by filing with the Secretary of First Palmetto a
written notice of revocation, by delivering to First Palmetto a duly executed
proxy bearing a later date or by attending the Annual Meeting and voting in
person.
<PAGE>
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STOCK OWNERSHIP OF MANAGEMENT
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The following table sets forth information as of the Record Date with
respect to the shares of Common Stock beneficially owned by each director and
director emeritus of First Palmetto, including the Chief Executive Officer, and
by all directors, executive officers and directors emeritus of First Palmetto as
a group. This information is based on information furnished to First Palmetto by
such persons.
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL COMMON STOCK
OWNERSHIP (1) OUTSTANDING
------------- -----------
Directors:
H. Davis Green, Jr. 28,281 3.99%
Samuel R. Small 81,660 11.53
Steve G. Williams, Jr. 30,579 4.32
Pierce W. Cantey, Jr. 25,974 3.66
William R. Clyburn 6,500 *
Frank D. Goodale, Jr. 6,140 *
Donald H. Holland 11,300 1.60
Charlie E. Nash 14,221 2.01
Glenn G. Tucker 56,087 7.92
All Directors and Executive Officers
as a Group (9 persons) 260,742 36.82
Directors Emeritus:
Austin Sheheen, Sr. 921 *
H.B. Marshall, Jr. 2,500 *
William F. Tripp, Jr. 2,500 *
All Directors, Executive Officers
and Directors Emeritus as a Group
(12 persons) 266,663 37.65
- --------------
* Less than 1% of the outstanding Common Stock.
(1) In accordance with Rule 13d-3 under the Securities Exchange Act of
1934, a person is considered the beneficial owner of any shares of
Common Stock (a) over which he has or shares voting or investment power
or (b) of which he has the right to acquire beneficial ownership at any
time within 60 days of the Record Date. As used herein, "voting power"
is the power to vote or direct the vote of shares, and "investment
power" is the power to dispose or direct the disposition of shares.
This table includes shares owned directly by directors and officers of
First Palmetto as well as shares held by their spouses and minor
children and trusts of which certain of them are trustees, but does not
include shares held or beneficially owned by other relatives as to
which they disclaim beneficial ownership.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
Section 16(a) of the Securities Exchange Act of 1934 requires First
Palmetto's officers and directors, and persons who own more than 10% of a
registered class of First Palmetto's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than 10% stockholders are required to furnish
First Palmetto with copies of all such reports. Based solely on its review of
copies of such reports received by it, or written representations from certain
reporting persons that no annual report of change in beneficial ownership is
required, First Palmetto believes that, during the year ended September 30,
1998, all such filing requirements were complied with.
2
<PAGE>
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PRINCIPAL HOLDERS OF COMMON STOCK
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The following table sets forth information as of the Record Date with
respect to the persons believed by First Palmetto to be the beneficial owners of
more than five percent of the outstanding shares of Common Stock. This
information is based upon the most recent Schedule 13D filed by such persons
with the Securities and Exchange Commission or information provided to First
Palmetto by such persons.
PERCENT
NAME AND ADDRESS AMOUNT AND NATURE OF OF COMMON STOCK
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OUTSTANDING
- ------------------- ------------------------ -----------
Samuel R. Small 81,660 11.53%
407 DeKalb Street
Camden, South Carolina
Glenn G. Tucker 56,087 7.92%
1510 Lyttleton Street
Camden, South Carolina
- --------------
(1) For the definition of beneficial ownership and additional information
with respect to the nature of the beneficial ownership, see footnote
(1) to the table in "Stock Ownership of Management."
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ELECTION OF DIRECTORS
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Pursuant to First Palmetto's Certificate of Incorporation, the directors
are divided into three classes, as nearly equal in number as possible, with the
number of directors as specified in the Bylaws. In general, the term of office
of only one class of directors expires in each year, and their successors are
elected for terms of three years and until their successors are elected and
qualified. Delaware law provides that directors shall be elected by a plurality
of the votes of the shares present in person or represented by proxy at the
Annual Meeting and entitled to vote on the election of directors.
The Board of Directors has nominated Samuel R. Small, Frank D. Goodale, Jr.
and Charlie E. Nash, who are currently directors of First Palmetto (see below),
to serve for terms of three years and until their successors are elected and
qualified. It is the intention of the persons named in the proxy to vote the
shares represented by each properly executed proxy for the election as directors
of such nominees for their respective terms, unless otherwise directed by the
stockholder. The nominees have consented to stand for election and to serve if
elected as directors. If any person nominated by the Board of Directors fails to
stand for election or is unable to accept election, the proxies will be voted
for the election of such other person as the Board of Directors may recommend.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION
OF THE NOMINEES OF THE BOARD OF DIRECTORS. Unless otherwise indicated, properly
executed proxies will be voted in accordance with the Board's recommendation.
3
<PAGE>
INFORMATION AS TO DIRECTORS, DIRECTORS EMERITUS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to First
Palmetto's directors and executive officers.
<TABLE>
<CAPTION>
YEAR FIRST YEAR
ELECTED TERM
NAME AGE(1) POSITION(S) HELD DIRECTOR(2) EXPIRES
- ---- ------ ---------------- ----------- -------
<S> <C> <C> <C> <C>
H. Davis Green, Jr. 61 Chairman of the Board 1970 2001
of First Palmetto
Samuel R. Small 51 President and Chief Executive 1980 1999
Officer of First Palmetto and
Chairman of the Board, President
and Chief Executive Officer of
the Bank
Steve G. Williams, Jr. 42 Senior Vice President and 1989 2001
Treasurer of First Palmetto
and Senior Vice President
Regulatory Administration/
Communications of the Bank
Pierce W. Cantey, Jr. 57 Director 1996 2000
William R. Clyburn 62 Director 1968 2000
Frank D. Goodale, Jr. 65 Director 1979 1999
Donald H. Holland 70 Director 1971 2001
Charlie E. Nash 57 Director 1983 1999
Glenn G. Tucker 49 Director 1980 2001
<FN>
- ---------------------------
(1) As of December 31, 1998.
(2) Except for Mr. Cantey, year first elected as a director of Palmetto State
Savings Bank of South Carolina ("Palmetto State") or First Federal Savings
and Loan Association of Camden ("First Federal"), the predecessors of the
Bank, which is First Palmetto's wholly-owned subsidiary. Each director of
First Palmetto is also a director of the Bank.
</FN>
</TABLE>
The principal occupations and business experience for the past five years
of each director, director emeritus and executive officer of First Palmetto is
set forth below.
DIRECTORS:
H. DAVIS GREEN, JR. is an appraiser and the owner of H. Davis Green, Jr.
Appraisals in Camden. Mr. Green has been Chairman of the Board of First Palmetto
since 1991.
SAMUEL R. SMALL has been President and Chief Executive Officer of First
Palmetto and Chief Executive Officer of the Bank since 1990. In 1991, he became
Chairman of the Board of the Bank.
4
<PAGE>
STEVE G. WILLIAMS, JR. has been Senior Vice President and Treasurer of
First Palmetto and an executive officer of the Bank since 1990.
PIERCE W. CANTEY, JR. is the managing partner of Carswell, Cantey, Burch
and Associates, LLP, an accounting firm.
WILLIAM R. CLYBURN is the retired general manager of H&H Chevrolet. He is
President of Bill Clyburn Realty, Inc.
FRANK D. GOODALE, JR. is a jeweler and owner of F.D. Goodale, a jewelry
retailer in Camden.
DONALD H. HOLLAND is an attorney in Camden. He has served as a South
Carolina State Senator since 1969.
CHARLIE E. NASH is the President of Charlie E. Nash Insurance Agency, Inc.
in Camden.
GLENN G. TUCKER has been President of Tucker Down East Resources, Inc., a
recreational services provider, since January 1996. Prior to that, he was the
co-publisher of the Chronicle - Independent in Camden.
DIRECTORS EMERITUS:
H.B. MARSHALL, JR. is self-employed by a life insurance company affiliated
with the New York Life Insurance Company.
AUSTIN SHEHEEN, SR. is a retired business executive. Previously, Mr.
Sheheen was President of Sheheen Texaco, Inc., a petroleum distributorship in
Camden.
WILLIAM F. TRIPP, JR. is a retired plant manager of the E.I. DuPont de
Nemours Textile Fibers Plant in Camden.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
First Palmetto's entire Board of Directors serves as a nominating committee
for the purpose of selecting the Board's nominees for election as directors. The
Board of Directors held one meeting as a nominating committee during fiscal
1998. While the Board of Directors will consider nominees recommended by
stockholders, it has not actively solicited recommendations from First
Palmetto's stockholders for nominees, nor has it established any procedures for
this purpose other than as set forth in the Certificate of Incorporation. To be
timely, a stockholder's notice of nomination or new business must be delivered
to or mailed and received at the principal executive offices of First Palmetto
not later than 30 days nor more than 90 days prior to the annual meeting;
provided, however, that in the event that less than 45 days' notice or prior
public disclosure of the date of the annual meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 15th day following the date on which
notice is mailed or prior public disclosure is made of the date of an annual
meeting. Public disclosure of the date of the Annual Meeting was made by the
issuance of a press release on December 14, 1998. A stockholder's notice of
nomination or new business must also set forth certain information specified in
First Palmetto's Certificate of Incorporation concerning the stockholder and
each person the stockholder proposes to nominate for election or the business
the stockholder proposes to bring before the annual meeting. Stockholder
nominations and new business may be proposed by any stockholder eligible to vote
at an annual meeting, provided the notice is timely and complies with the
informational requirements of the Certificate of Incorporation. Nominations and
new business by any stockholder eligible to vote at the Annual Meeting were
required to be received by First Palmetto on or before January 23, 1999.
There are no standing committees of the Board of Directors of First
Palmetto. The Board of Directors of the Bank carries out many of its duties
through committees.
5
<PAGE>
The Bank's Audit Committee, currently composed of directors Cantey, Holland
and Nash, is responsible for the review and evaluation of First Palmetto's and
the Bank's internal controls and accounting procedures. It also periodically
reviews audit reports with the independent auditors and recommends the annual
appointment of such auditors. The Audit Committee held one meeting during fiscal
1998.
The Bank's Compensation Committee, currently composed of directors Green,
Holland, Nash and Tucker held one meeting during fiscal 1998.
During fiscal 1998, First Palmetto's Board of Directors held three meetings
and the Bank's Board of Directors held 12 meetings. No director of First
Palmetto and the Bank attended fewer than 75% of the total meetings of the
boards of directors and committees on which such director served during this
period.
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EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
The following table sets forth cash and noncash compensation awarded to or
earned by the Chief Executive Officer of First Palmetto during fiscal 1998, 1997
and 1996.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------- -------------------------------------------
AWARDS PAYOUTS
---------------------------- -----------
OTHER
ANNUAL RESTRICTED SECURITIES ALL OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
NAME AND SALARY BONUS SATION (2) AWARDS(S) OPTIONS/SARS PAYOUTS SATION (3)
PRINCIPAL POSITION (1) YEAR ($) ($) ($) ($) (#) ($) ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Samuel R. Small 1998 182,000 -- -- -- -- (4) -- 17,562
President and Chief 1997 167,667 -- -- -- -- -- 8,400
Executive Officer 1996 160,000 -- -- -- -- -- 8,400
<FN>
(1) No other executive officer earned in excess of $100,000 in salary and bonus in fiscal 1998, 1997 and 1996.
(2) Executive officers of First Palmetto receive indirect compensation in the form of certain perquisites and other personal
benefits. The amount of such benefits in fiscal 1998, 1997 and 1996 by the named executive officer did, not exceed 10% of the
executive's annual salary and bonus.
(3) Represents directors fees for each of fiscal 1998, 1997 and 1996 and unused vacation for fiscal 1998.
(4) No options were granted or outstanding during fiscal 1998.
</FN>
</TABLE>
DIRECTORS' COMPENSATION
During fiscal 1998, each director of the Bank received an annual fee of
$9,000. Non-employee directors also receive a fee of $100 per committee meeting
attended.
REPORT OF THE COMPENSATION COMMITTEE
As members of the Compensation Committee of the Bank, it is our duty to
review compensation policies applicable to executive officers; to consider the
relationship of corporate performance to that compensation; to
6
<PAGE>
recommend salary and bonus levels for executive officers for consideration by
the Board of Directors of the Bank; and to administer various incentive plans of
First Palmetto and the Bank.
Overview. Under the compensation policies of the Bank, which are endorsed
by the Compensation Committee, compensation is paid based both on the executive
officer's performance and the performance of First Palmetto and the Bank. In
assessing the performance of First Palmetto and the Bank for purposes of
compensation decisions, the Compensation Committee considers a number of
factors, including profits of First Palmetto and the Bank during the past year
relative to their profit plans, changes in the value of First Palmetto's stock,
reports of federal regulatory examinations of First Palmetto and the Bank,
growth, business plans for future periods, and regulatory capital levels. The
Compensation Committee assesses individual executive performance based upon its
determination of the officer's contributions to the performance of First
Palmetto and the Bank and the accomplishment of First Palmetto's and the Bank's
strategic goals. In assessing performance for the year ended September 30, 1998
and previous years, the members of the Compensation Committee did not make use
of a mechanical weighting formula or use specific performance targets, but
instead weighed the described factors as they deemed appropriate in the total
circumstances.
Base Salary. The 1998 salary levels of First Palmetto's senior officers
were established in 1997 consistent with this compensation policy. In its 1997
review of base compensation, the Compensation Committee determined that the
performance of Mr. Small in managing First Palmetto and the Bank was
satisfactory, based upon the 1997 financial performance of First Palmetto,
including the growth in assets, income, and capitalization during 1997; the
financial performance trends for 1997 and the preceding four years, which
included growth in assets, net income, and stockholders' equity in each year;
the results of confidential regulatory examinations; his continued involvement
in community affairs in the communities served by the Bank; First Palmetto's
planned levels of financial performance for 1998; and a general level of
satisfaction with the management of First Palmetto and the Bank. Based upon the
results of this review, the salary of Mr. Small was established at $182,000 per
year for 1998, which represented an increase of 8.5% over his 1997 base salary.
The Compensation Committee believes that Mr. Small's total compensation for 1998
appropriately reflected his contribution to First Palmetto and the Bank based on
the factors considered for compensation decisions.
December 21, 1998
H. Davis Green
Donald H. Holland
Charlie E. Nash
Glenn G. Tucker
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is a former or current officer or
employee of First Palmetto or the Bank.
Donald H. Holland, a member of the Compensation Committee and an attorney
in Camden, South Carolina, renders legal services to the Bank in connection with
loan closings and other corporate matters.
7
<PAGE>
STOCK PERFORMANCE COMPARISONS
The following graph, which was prepared by SNL Securities LC,
Charlottesville, Virginia, shows the cumulative total return on the Common Stock
of First Palmetto over the last five years, compared with the S & P 500 Index
and a portfolio of all publicly traded thrifts and thrift holding companies.
Cumulative total return on the stock or the index equals the total increase in
value since September 30, 1993 assuming reinvestment of all dividends paid into
the stock or the index, respectively. The graph was prepared assuming that $100
was invested on September 30, 1993 in the Common Stock, and the securities
included in the indexes. There is not an established public trading market for
the Common Stock.
<TABLE>
CUMULATIVE TOTAL STOCKHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
SEPTEMBER 30, 1993 THROUGH SEPTEMBER 30, 1998
[LINE GRAPH APPEARS HERE]
First Palmetto Financial Corporation
<CAPTION>
PERIOD ENDING
---------------------------------------------------------------------
INDEX 9/30/93 9/30/94 9/30/95 9/30/96 9/30/97 9/30/98
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
First Palmetto Financial Corp. 100.00 136.90 141.39 181.18 230.89 307.09
S&P 500 100.00 103.69 134.53 161.87 227.17 247.75
SNL Thrift Index 100.00 109.66 143.61 173.45 301.38 270.20
</TABLE>
8
<PAGE>
CERTAIN TRANSACTIONS
First Palmetto and the Bank have had, and expect to have in the future,
transactions in the ordinary course of business with directors and executive
officers and members of their immediate families, as well as with principal
stockholders. All loans included in such transactions were made in the ordinary
course of business, on substantially the same terms, including interest rates
and collateral, as those prevailing for comparable transactions with
non-affiliated persons. It is the belief of management that such loans neither
involved more than the normal risk of collectibility nor presented other
unfavorable features.
- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
The Board of Directors expects to appoint KPMG Peat Marwick LLP to audit
First Palmetto's financial statements for the fiscal year ending September 30,
1999. KPMG Peat Marwick LLP served as First Palmetto's independent auditors for
the year ended September 30, 1998 and has served as First Palmetto's independent
auditors since 1991. A representative of KPMG Peat Marwick LLP is expected to be
present at the Annual Meeting. He will be available to respond to appropriate
questions and will have the opportunity to make a statement if he desires to do
so.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of soliciting proxies in the form enclosed herewith will be borne
by First Palmetto. In addition to solicitation of proxies by mail, First
Palmetto, through its directors, officers and regular employees, may also
solicit proxies personally or by telegraph or telephone without additional
compensation. First Palmetto will request persons, firms and corporations
holding shares in their names or in the names of their nominees, which are
beneficially owned by others, to send proxy materials to and obtain proxies from
such beneficial owners and will reimburse such holders for their reasonable
expenses in doing so.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
Any proposal intended to be presented by any stockholder for action at next
year's Annual Meeting of Stockholders of First Palmetto must be received by the
Secretary of First Palmetto at First Palmetto's main office, 407 DeKalb Street,
Camden, South Carolina 29020 not later than September 28, 1999 in order for the
proposal to be considered for inclusion in the proxy materials relating to that
Annual Meeting.
First Palmetto's Certificate of Incorporation provides that due notice of
business to be bought before an annual meeting by a stockholder must be
delivered to the principal executive offices of First Palmetto neither fewer
than 30 nor more than 90 days prior to the meeting, unless notice or prior
public disclosure of the date of the meeting occurs fewer than 45 days prior to
the date of the meeting, in which event the Certificate of Incorporation
provides that due notice of business to be brought before the meeting by a
stockholder must be delivered not later than the close of business on the 15th
day following the day on which notice of the day of the meeting was mailed or
public disclosure was made. To be timely under the Certificate of Incorporation,
a stockholder's proposal for new business in connection with next year's Annual
Meeting of Stockholders (to be held on or about February 28, 2000) must be
delivered on or before January 29, 2000 (if 45 days' notice or prior public
disclosure is given). Nothing in this paragraph shall be deemed to require First
Palmetto to include in its proxy materials any stockholder proposal which does
not meet all of the requirements for inclusion established by the Securities and
Exchange Commission or First Palmetto's Certificate of Incorporation or Bylaws
in effect at the time such proposal is received.
9
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
A copy of First Palmetto's Annual Report to Stockholders for fiscal 1998
accompanies this Proxy Statement. FIRST PALMETTO HAS FILED AN ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998 WITH THE SECURITIES AND
EXCHANGE COMMISSION. STOCKHOLDERS MAY OBTAIN, FREE OF CHARGE, A COPY OF SUCH
REPORT ON FORM 10-K BY WRITING TO THE SECRETARY OF FIRST PALMETTO AT POST OFFICE
BOX 861, CAMDEN, SOUTH CAROLINA 29020.
BY ORDER OF THE BOARD OF DIRECTORS
DARLENE H. LOVE
SECRETARY
Camden, South Carolina
January 26, 1999
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REVOCABLE PROXY
FIRST PALMETTO FINANCIAL CORPORATION
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ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 22, 1999
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The undersigned hereby constitutes and appoints Samuel R. Small and Charlie
E. Nash, and each of them, the proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Stockholders (the "Annual
Meeting") of First Palmetto Financial Corporation ("First Palmetto"), the
holding company for First Palmetto Savings Bank, F.S.B. (the "Bank"), to be held
at the Bank's main office, 407 DeKalb Street, Camden, South Carolina, on Monday,
February 22, 1999, at 10:00 a.m., local time, and at any adjournments thereof,
and to vote all the shares of stock of First Palmetto which the undersigned may
be entitled to vote, upon the following matters:
FOR WITHHOLD
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I. The election as directors of the nominees
listed below. [ ] [ ]
Samuel R. Small
Frank D. Goodale, Jr.
Charlie E. Nash
INSTRUCTION: TO WITHHOLD YOUR VOTE
FOR ANY NOMINEE(S), WRITE THAT
NOMINEE'S NAME ON THE LINE BELOW.
II. The transaction of such other business as
may properly come before the Annual
Meeting or any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF THE NOMINEES
LISTED ABOVE.
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THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS MARKED HEREIN. IF
NO INSTRUCTIONS TO THE CONTRARY ARE MARKED HEREIN, THIS PROXY WILL BE VOTED FOR
THE ELECTION AS DIRECTORS OF THE NOMINEES LISTED ABOVE AND AS DETERMINED BY A
MAJORITY OF THE BOARD OF DIRECTORS AS TO OTHER MATTERS.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder hereby acknowledges receipt of a copy of the
accompanying Notice of Annual Meeting of Stockholders and Proxy Statement and
hereby revokes any proxy or proxies heretofore given. This proxy may be revoked
at any time prior to its exercise.
Dated: _________________, 1999
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THE ENCLOSED CARD. When signing as
attorney, executor, administrator, trustee or guardian, etc., please give your
full title. If the signer is a corporation, please sign the full name by a duly
appointed officer. If shares are held jointly, each holder should sign.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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