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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
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
Community Trust Financial Services Corporation
- --------------------------------------------------------------------------------
(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:
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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:
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COMMUNITY TRUST FINANCIAL SERVICES CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 21, 1999
NOTICE HEREBY IS GIVEN that the 1999 Annual Meeting of Stockholders of Community
Trust Financial Services Corporation (the "Company") will be held in the lobby
of Community Trust Bank (the "Bank"), 3844 Atlanta Highway, Hiram, Georgia, on
Wednesday, April 21, 1999 at 4:00 p.m., local time, for the purpose of
considering and voting upon:
1. A proposal to elect three Directors of the Company for terms ending in
2002.
2. A proposal to ratify the appointment of Porter Keadle Moore, LLP as
independent accountants of the Company for the fiscal year ending December
31, 1999.
3. Such other business as properly may come before the Annual Meeting or
any adjournments thereof.
Information relating to the above matters is set forth in the attached Proxy
Statement. Stockholders of record at the close of business on March 19, 1999 are
entitled to receive notice of and to vote at the Annual Meeting and any
adjournments thereof.
By Order of the Board of Directors
/s/ Angel J. Byrd
-----------------
Angel J. Byrd
Secretary
Hiram, Georgia
March 24, 1999
PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY EXECUTE AND RETURN
THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY REVOKE THE PROXY CARD AND VOTE IN PERSON IF
YOU SO DESIRE.
<PAGE>
COMMUNITY TRUST FINANCIAL SERVICES CORPORATION
3844 ATLANTA HIGHWAY
P.O. BOX 1700
HIRAM, GEORGIA 30141
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 21, 1999
This Proxy Statement is furnished to the stockholders of Community Trust
Financial Services Corporation (the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company to be voted at
the 1999 Annual Meeting of Stockholders and at any adjournments thereof. The
Annual Meeting will be held on Wednesday, April 21, 1999 in the lobby of
Community Trust Bank (the "Bank"), 3844 Atlanta Highway, Hiram, Georgia, at 4:00
p.m., local time.
At this meeting, shareholders will be asked to (i) elect three directors, J.
Calvin Earwood, W. A. Foster III, and Tommie R. Graham, Jr., for terms expiring
in 2002, (ii) to ratify appointment of Porter Keadle Moore, LLP as independent
accountants of the Company for the fiscal year ending December 31, 1999, and
(iii) to transact such other business as properly may come before the Annual
Meeting or any adjournments thereof.
The approximate date on which this Proxy Statement and the accompanying proxy
card are first being sent or given to stockholders is March 24, 1999.
The principal executive offices of the Company are located at 3844 Atlanta
Highway, Hiram, Georgia, 30141; and the phone number is 770-445-1014.
VOTING
GENERAL
The securities which can be voted at the Annual Meeting consist of Common Stock
of the Company, $2.50 par value per share, with each share entitling its owner
to one vote on each matter submitted to the stockholders. The record date for
determining the holders of Common Stock who are entitled to notice of and to
vote at the Annual Meeting is March 19, 1999. On the record date, 1,148,278
shares of Common Stock were outstanding and eligible to be voted at the Annual
Meeting.
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QUORUM AND VOTE REQUIRED
The presence, in person or by proxy, of a majority of the outstanding shares of
Common Stock of the Company is necessary to constitute a quorum at the Annual
Meeting. The affirmative vote of the holders of a majority of the shares of
Common Stock represented in person or by proxy at the Annual Meeting is required
to elect Directors and to ratify the appointment of independent accountants.
These matters are described in the following sections of this Proxy Statement.
PROXIES
In voting with regard to the election of Directors, stockholders may vote in
favor of all nominees, withhold their votes as to all nominees or withhold their
votes as to specific nominees. With regard to the proposal to ratify the
appointment of independent accountants, stockholders may vote in favor of or
against the proposal or may abstain from voting. Stockholders should specify
their choices on the accompanying proxy card. All properly executed proxy cards
delivered by stockholders to the Company in time to be voted at the Annual
Meeting and not revoked will be voted at the Annual Meeting in accordance with
the directions given. IF NO SPECIFIC INSTRUCTIONS ARE GIVEN WITH REGARD TO THE
MATTERS TO BE VOTED UPON, THE SHARES REPRESENTED BY A SIGNED PROXY CARD WILL BE
VOTED "FOR" THE ELECTION OF THE THREE NOMINEES NAMED IN PROPOSAL 1 AND "FOR"
PROPOSAL 2, AS SET FORTH ON THE PROXY CARD. If any other matters properly come
before the Annual Meeting, the persons named as proxies will vote upon such
matters according to their judgment. All proxy cards delivered pursuant to this
solicitation are revocable at any time before they are voted at the option of
the persons executing them by giving written notice to the Secretary of the
Company, by delivering a later dated proxy card or by voting in person at the
Annual Meeting. Notice should be submitted to the Secretary of the Company, 3844
Atlanta Highway, P. O. Box 1700, Hiram, Georgia, 30141, by delivering a later
dated proxy card or by voting in person at the Annual Meeting.
All expenses incurred in connection with the solicitation of proxies will be
borne by the Company. Such costs include any charges by brokers, fiduciaries and
custodians for forwarding proxy materials to beneficial owners of stock held in
their names. Solicitation also may be undertaken by mail, telephone and personal
contact by Directors, officers and employees of the Company or the Bank without
additional compensation.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of March 12, 1999 regarding the
ownership of the Company's Common Stock by each person known to the Company to
be the beneficial owner of more than 5% of the Company's Common Stock and by all
of the Directors and Executive Officers of the Company as a group.
2
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AMOUNT AND NATURE
OF BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP/(1)/ PERCENT OF CLASS
- ------------------------------------ -------------- ----------------
Wayne Tibbitts/(2)/
477 Indian Lake Court
Hiram, Georgia 30141 62,957 5.48%
All Directors and Executive
Officers as a group
(9 persons)/(3)(4)/ 164,363 13.58%
________________
(1) The stock ownership information shown has been furnished to the Company by
the named person and group. Beneficial ownership as reported in the table
has been determined in accordance with Securities and Exchange Commission
regulations and includes shares of the Company's Common Stock as to which a
person possesses sole or shared voting and/or investment power and shares
which may be acquired within 60 days upon the exercise of outstanding stock
options. Except as otherwise referenced in Notes (2), (3), and (4) below,
the named person and group have sole voting and investment power with
regard to the shares shown as owned by them.
(2) The shares shown include 4,067 shares which are owned by the stockholder's
spouse, and 802 shares which are owned by the stockholder's spouse jointly
with the spouse's brother.
(3) The shares shown include 8,005 shares which are held by three Directors
jointly with their spouses, 4,038 shares which are owned by the spouses of
three Directors, 170 shares which are owned by other family members who
reside in the households of two Directors, and 600 shares which are held by
Directors as trustees for their children.
(4) The shares shown include 5,500 shares which are subject to options held by
an Executive Officer, and 56,738 shares which are subject to options held
by eight Directors, which such Executive Officer and Directors have the
right to acquire within 60 days from March 12, 1999.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING AND COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Executive Officers and Directors, and persons who beneficially own ten percent
or more of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of the
Company. These Officers, Directors, and beneficial owners are also required by
Securities and Exchange Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company or written representations that no other reports were
required, each person who, at any time during the year ended December 31, 1998,
was a Director, Executive Officer, or beneficial owner of more than ten percent
of the Company's Common Stock filed, on a timely basis, all reports required to
be filed by them, during such year, pursuant to Section 16(a) of the Securities
Exchange Act of 1934.
3
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PROPOSAL 1 - ELECTION OF DIRECTORS
NOMINEES
The Bylaws of the Company provide that the Board of Directors shall consist of
at least three, but not more than ten members, with the precise number of
Directors to be fixed by resolution of the Board of Directors. The Bylaws of the
Company also provide that the Board of Directors shall be divided into three
classes as nearly equal in number as possible. The members of each class are
elected for a term of three years and until their successors are elected and
qualified with one class of Directors being elected by ballot annually.
Additionally, the Bylaws of the Company provide that any vacancy occurring in
the Board of Directors may be filled by a person selected by the affirmative
vote of a majority of the remaining Directors. A Director selected to fill a
vacancy serves for the unexpired term of such Director's predecessor; provided,
however, that a vacancy resulting from an increase in the size of the Board of
Directors may be filled by a person whose term of office must expire at the next
election of Directors by the shareholders.
In accordance with the Bylaws, the Board of Directors has set the number of
Directors at eight and has nominated the three persons named below to serve as
Directors until the 2002 Annual Meeting of Stockholders and until their
respective successors are elected. The three nominees have served continuously
as members of the Board of Directors of the Company since the organization of
the Company in October 1988.
Each of the nominees has consented, if re-elected as a Director of the Company,
to serve until his or her term expires. However, if any of the nominees should
become unavailable to serve for any reason (which is not anticipated), the Board
of Directors, in its discretion, may designate a substitute nominee or nominees
(in which event the persons named in the enclosed proxy card will vote all valid
proxy cards for the election of such substitute nominee or nominees), may allow
the vacancy or vacancies to remain open until a suitable candidate or candidates
are located or may, by resolution, reduce the authorized number of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
PROPOSAL TO ELECT THE THREE NOMINEES LISTED BELOW AS DIRECTORS OF THE COMPANY TO
HOLD OFFICE UNTIL THE 2002 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR
SUCCESSORS ARE DULY ELECTED AND QUALIFIED.
The following table sets forth certain information as of March 12, 1999 about
each of the Directors of the Company, including the three nominees for Director.
4
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INFORMATION ABOUT AMOUNT AND NATURE OF
NOMINEES AND BENEFICIAL OWNERSHIP/(1)/
NAME AND AGE CONTINUING DIRECTORS (% OF CLASS)
- ------------ -------------------- -------------------------
NOMINEES FOR DIRECTOR (TERM EXPIRING 2002)
J. Calvin Earwood Mr. Earwood is a Director of the 25,551/(2)/
(57) Company and the Bank and served as (2.21%)
Chairman of the Board of the Bank
from April 1989 to April 1990.
Mr. Earwood has been owner and President
of Sunbelt Fasteners, Inc. in Dallas,
Georgia since 1983. He also has served
as Chairman of the Board of Oglethorpe
Power Corporation since March 1989 and
as Vice Chairman of the Board of
Oglethorpe Power Corporation from March
1984 to March 1989 and as director of
Oglethorpe Power Corporation since 1981.
Additionally, he has served as director
of Greystone Power Corporation since 1977.
W. A. Foster III Mr. Foster is a Director of the 43,745/(3)/
(54) Company and the Bank and has served (3.78%)
as Chairman of the Board of the Company
and the Bank since April 1994. He pre-
viously served as Chairman of the Board
of the Company and the Bank from April
1990 to April 1991. Mr. Foster served as
District Attorney for the Tallapoosa
Judicial Circuit of the State of Georgia
from 1978 until 1992. Since 1992 he has
served as a Judge of the Superior Court
for the Tallapoosa Circuit.
- ------------------------
(1) The stock ownership information shown has been furnished to the Company by
the named persons. Beneficial ownership as reported in the table has been
determined in accordance with Securities and Exchange Commission
regulations and includes shares of the Company's Common Stock as to which a
person possesses sole or shared voting and/or investment power and shares
which may be acquired within 60 days upon the exercise of outstanding stock
options. Except as otherwise referenced in Notes (2) through (9) below, the
named persons have sole voting and investment power with regard to the
shares shown as owned by them.
(2) Shares shown include 240 shares owned by the named person's spouse, as to
which he disclaims beneficial ownership, and 9,000 shares beneficially
owned through a right to acquire additional shares upon the exercise of
outstanding stock options.
(3) Shares shown include 150 shares held by a family member who resides in his
household, and 9,000 shares beneficially owned by the named person through
a right to acquire additional shares upon the exercise of outstanding stock
options.
5
<PAGE>
Tommie R. Graham, Jr. Mr. Graham has served as a Director 9,636/(4)/
(41) of the Company since its organization (*)
in October 1988. He served as a
Director of the Bank from 1987 until
September 1996. He served as
Secretary-Treasurer of the Company from
October 1988 until April 1997. Mr. Graham
has served as Manager of Jeriel Supply,
LC, a building products company since
February 1996. Prior to Mr. Graham's
service at Jeriel, he served as
Secretary-Treasurer of Railroad Lumber
Company, Inc. since July 1991. Mr. Graham
served as Executive Vice President
of the Bank from December 1986 to June 1991.
CONTINUING DIRECTORS (TERM EXPIRING 2000)
Ronnie L. Austin Mr. Austin is a Director and the 9,327/(5)/
(50) President and Chief Executive (*)
Officer of the Company and the Bank.
He has served as the President and Chief
Executive Officer of the Company since
the organization of the Company in
October 1988. Before assuming his position
as President and Chief Executive Officer of
the Bank in December 1986, Mr. Austin
served as Executive Vice President and
Senior Loan Officer of the Peoples Bank of
Bartow County from 1985 to 1986, and
as Vice President and Senior Loan Officer
of the First National Bank of Paulding
County from 1975 to 1985.
R. Alan Bullock Mr. Bullock has served as a Director of 20,700/(6)/
(45) the Company since its organization in (1.79%)
October 1988. He served as a Director of the
- ------------------------
* Less than one percent.
(4) Shares shown include 200 shares held jointly with the named person's spouse
as custodian for their minor children, 20 shares held by a family member
who resides in his household, and 9,000 shares beneficially owned through a
right to acquire additional shares upon the exercise of outstanding stock
options.
(5) Shares shown include 670 shares owned by the named person's spouse, and
4,667 shares beneficially owned through a right to acquire additional
shares upon the exercise of outstanding stock options.
(6) Shares shown include 300 shares held by the named person as custodian for
his minor children, 1,400 shares held by the named person jointly with his
spouse, and 9,000 shares beneficially owned by the named person through a
right to acquire additional shares upon the exercise of outstanding stock
options.
6
<PAGE>
Bank from 1987 until September 1996. He
served as Chairman of the Board of the
Company and the Bank from April 1991 to
April 1992. Since 1985, Mr. Bullock has
served as a senior partner of Bullock, Terrell
and Mannelly, a company based in Atlanta,
Georgia involved in industrial development,
real estate finance and marketing, and
property management.
Bobbie P. Cooper Mrs. Cooper is a Director of 31,349/(7)/
(60) the Company and the Bank and (2.71%)
previously served as Chairman of the
Board of the Company and the Bank
from April 1992 to April 1993. She served
as Secretary-Treasurer of the Company from
April 1997 until December 1997. Mrs. Cooper
was co-owner of Three C's Clothing in Dallas,
Georgia from 1964 until 1992. Since 1970 she
has been co-owner of Cooper Rentals, which
owns and manages real estate.
CONTINUING DIRECTORS (TERM EXPIRING 2001)
George Berry Mr. Berry has served as a Director 2,666/(8)/
(61) of the Company since he was appointed (*)
by the Board of Directors in May 1997.
Mr. Berry has served as Senior Vice-President
of Cousins Properties Inc., a real estate
development firm, since April 1990. Mr. Berry
has served as a Director of ASA Holdings, Inc.
since May 1998. Prior to April 1990, Mr. Berry
served as Commissioner of the Dept. of
Industry, Trade, and Tourism for the
State of Georgia. He also served as
Chairman of the Metropolitan Atlanta
Olympic Games Authority from 1993 to 1996.
- ------------------------
* Less than one percent
(7) Shares shown include 3,128 shares held by the named person's spouse in a
self-directed IRA, and 9,000 shares beneficially owned through a right to
acquire additional shares upon the exercise of outstanding stock options.
(8) Shares shown include 666 shares beneficially owned by the named person
through a right to acquire additional shares upon the exercise of
outstanding stock options.
7
<PAGE>
John Helms Mr. Helms is a Director of the 15,505/(9)/
(69) Company and the Bank and previously (1.34%)
served as Chairman of the Board of the
Company and the Bank from April 1993 to
April 1994. Mr. Helms owned and operated
Helms Brothers Well Boring Company in
Villa Rica, Georgia from1958 until February
1990. He retired in January 1993 as Chairman
of the Paulding County Commission in which
capacity he had served since January 1989.
__________________
(9) Shares shown include 6,405 shares held by the named person jointly with his
spouse, 100 shares held by him as trustee for his child, and 6,405 shares
beneficially owned through a right to acquire additional shares upon the
exercise of outstanding stock options.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the full Board
and through committees of the Board, including an Audit Committee, a
Compensation Committee, and a Nominating Committee. During the fiscal year
ended December 31, 1998, the Board of Directors held six meetings, the Audit
Committee held two meetings, the Compensation Committee held five meetings, and
the Nominating Committee held one meeting. Each Director attended at least 75%
of the aggregate of all meetings of the full Board and of each committee of
which he is a member.
The Audit Committee is composed of Messrs. Berry, Bullock, and Foster. This
committee is responsible for reviewing the Company's audit plan with its
independent accountants, the scope and results of their audit engagement and the
accompanying management letter, if any; reviewing the scope and results of the
Company's internal auditing procedures; consulting with the independent
accountants and management with regard to the Company's accounting methods and
the adequacy of its internal accounting controls; approving professional
services provided by the independent accountants; reviewing the independence of
the independent accountants; and reviewing the range of the independent
accountants' audit and non-audit fees.
The Compensation Committee consists of Messrs. Berry, Earwood, and Graham. This
committee reviews the performance of the President, determines the appropriate
salary and bonus for the President, and determines the appropriate funding for a
bonus pool from which the President pays all other executive officer bonuses.
This committee also administers the Company's 1993 Stock Option Plans, making
recommendations to the Board concerning the granting of options to eligible
employees thereunder.
The Nominating Committee, composed of Messrs. Austin, Earwood, Foster, Graham,
and Helms serves to select nominees for election as Directors. The Board of
Directors will consider nominees recommended by stockholders if presented in
writing to the Board of Directors prior to formal action by the Board (which
occurred on February 18, 1999 with regard to the nominees for election at the
1999 Annual Meeting).
8
<PAGE>
COMPENSATION OF DIRECTORS
As compensation for serving as a Director of the Company, each non-employee
Director received $500 for each full Board meeting held in 1998. In addition,
each non-employee Director received $100 for each committee meeting attended.
Directors who also are employees of the Company or a subsidiary of the Company
receive no fees for attendance at meetings of the full Board or committees
thereof.
On each January 1st that a non-employee Director serves as such, he or she shall
receive an option under the Company's 1993 Directors Stock Option Plan to
acquire 1,000 shares of Company Common Stock. New non-employee Directors who
join the Board shall also receive an option to acquire 1,000 shares on the date
they join. Each option granted under the 1993 Directors Stock Option Plan
expires ten years from the date the option is granted and is exercisable in
increments of 33% per year (cumulative), beginning after one full year from the
date the option is granted.
OFFICERS
The table set forth below shows for each executive officer of the Company (i)
the person's name, (ii) his or her age as of March 12, 1999, (iii) the year he
or she was first elected as an officer of the Company, and (iv) his or her
present positions with the Company and his or her other business experience for
the past five years.
NAME AND AGE Business Experience
- ------------ -------------------
Ronnie L. Austin Mr. Austin is a Director of the Company and is the President
(50) and Chief Executive Officer of the Company and the Bank./(1)/
Angel J. Byrd Ms. Byrd has served as Comptroller of the Company since
(43) April 1996 and was elected as Secretary of the Company in
December 1997. Ms. Byrd also has served as Senior Vice
President and Chief Financial Officer of the Bank since April
1996. Prior to 1996, Ms. Byrd served as Vice President and
Chief Financial Officer of the Bank since December 1991.
Prior to December 1997, Ms. Byrd served as Assistant
Secretary of the Company.
________________
(1) See Proposal 1-Election of Directors above for a description of Mr.
Austin's prior business experience.
EXECUTIVE COMPENSATION
CASH COMPENSATION. The following table sets forth, for the fiscal years ended
December 31,1998, 1997, and 1996, the compensation paid to, or accrued by the
Company or the Bank for, the Company's Chief Executive Officer. No other
executive officer of the Company or the Bank received compensation for any such
fiscal years which exceeded $100,000.
9
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------- ------------
NUMBER OF
NAME AND SECURITIES
PRINCIPAL UNDERLYING ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) COMPENSATION/(1)/($)
- --------- ------ ----------- ---------- ---------- --------------------
<S> <C> <C> <C> <C> <C>
Ronnie L. Austin 1998 119,028 -0- 8,000 5,431
(Chief Executive 1997 107,405 15,680 1,000 5,296
Officer) 1996 98,416 12,344 1,000 4,800
</TABLE>
______________
(1) Compensation in this column consists of the dollar value of insurance
premiums paid by the Company during the year with respect to a life
insurance policy payable to Mr. Austin or his beneficiaries and the
Company's contribution in matching funds to Mr. Austin's 401K.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR BASE
OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED (#) YEAR ($/SH) DATE
- ------------ --------- -------- ------- ---------
<S> <C> <C> <C> <C>
Ronnie L. Austin 6,000/(1)/ 48.00 15.79 1/1/2008
Ronnie L. Austin 709/(2)/ 5.67 17.00 8/18/2003
Ronnie L. Austin 382/(2)/ 3.06 17.00 2/22/2004
Ronnie L. Austin 463/(2)/ 3.70 17.00 1/1/2005
Ronnie L. Austin 392/(2)/ 3.14 17.00 1/1/2006
Ronnie L. Austin 54/(2)/ 0.43 17.00 1/1/2007
</TABLE>
- --------------------------
(1) Mr. Austin was awarded an option to acquire 6,000 shares of Company Common
Stock under the Company's 1993 Stock Option Plan. This option expires ten
years from the date the option was granted and is exercisable in increments
of 33% per year (cumulative), beginning after one full year from the date
the option was granted. The 1993 Stock Option Plan specifies that all
options have a reload feature which allows the optionee to pay for exercise
of all or part of an option with shares of Common Stock in the Company. If
an optionee chooses to pay for exercise in this manner, a reload option is
granted (i) for the same number of shares as is exchanged in payment for
the exercise of such option, (ii) as of the date of such payment, and (iii)
subject to all the same terms and conditions as such option; provided, the
option price for shares subject to the reload option shall be determined
pursuant to the Plan's description of the fair market value of such shares
on the date the reload option is granted. An optionee who pays for exercise
of a reload option with shares of the Common Stock is entitled to a
successive reload option. In no event shall the term of any reload option
extend beyond the original term of the option with respect to which such
reload option was granted.
(2) This reload option was granted pursuant to the Company's 1993 Stock Option
Plan.
10
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDER- UNEXERCISED
LYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR-END (#) YEAR-END ($)
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ------------ ----------- ---------- ------------- -------------
<S> <C> <C> <C> <C>
Ronnie L .Austin 4,940 47,004 4,667 / 4,333 6,561 / 6,648/(1)/
</TABLE>
________________
(1) The value of in-the-money options at fiscal year-end is calculated by
subtracting the aggregate exercise price of such options from the aggregate
year-end market value of the securities underlying the options. The year-
end market value is determined by calculating a weighted average of the
last three months' stock transactions. If there are less than ten
transactions in the three months prior to year-end, the time period is
extended up to one year in order to have an adequate sample of
transactions. If there have been no transactions within the past year, the
prior year-end market value is considered representative of the present
year-end market value. The Directors of the Company may exclude from the
calculation any transaction that they deem not representative of the normal
market for Company stock. Although the Company is usually privy to the sale
price concerning any transactions of Company stock, stockholders may choose
not to disclose this information. If such a transaction occurs, it
accordingly will not be recognized in the calculation of market value of
the Company stock.
TRANSACTIONS WITH MANAGEMENT
On January 1, 1998, the Company entered into a five (5) year Employment
Agreement with Ronnie Austin, the Company's President and Chief Executive
Officer (the "Agreement"). Under the Agreement, Mr. Austin is employed as
President and Chief Executive Officer of the Company at an initial base salary
of $119,025, plus certain benefits, including all benefits that are made
available to other senior executives of the Company. The Agreement provides
that the base salary shall increase each year by an amount equal to the increase
in the Consumer Price Index for Atlanta, Georgia. Under the Agreement, Mr.
Austin also is entitled to annual incentive compensation based upon the
Company's return on average equity for the year. The Agreement also provides
for the grant to Mr. Austin, on January 1 of each year during the term of the
Agreement, of an incentive stock option to acquire 1,000 shares of the Company's
common stock. The Agreement contains provisions that purport to restrict Mr.
Austin's ability to compete with the Company or solicit its employees for a
specified period following the termination of his employment. The Agreement
provides that if (i) the Company terminates Mr. Austin's employment without
"cause," or (ii) Mr. Austin terminates his employment (a) within 30 days
following a "change in control" of the Company or the Bank or (b) following a
breach by the Company of the Agreement in any material respect, then Mr. Austin
is entitled to a lump sum severance payment in an amount equal to one year's
base salary as in effect on the date of Mr. Austin's termination.
11
<PAGE>
The Bank has a policy of offering loans to Directors, Executive Officers,
principal stockholders and their affiliates with terms and rates which are
commensurate with those offered to unaffiliated borrowers of similar financial
standing with similar type loans. Loans by the Bank to affiliates of the
Company or the Bank are made in the ordinary course of business on the same
terms, including collateral requirements, as those of comparable loans made at
the same time to unaffiliated borrowers and do not involve more than the normal
risk of collectibility or contain other unfavorable features. All loans
extended by the Bank to Directors, Executive Officers, principal stockholders
and their affiliates during the year ended December 31, 1998 were made in
accordance with the policy set forth above.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed the firm of Porter Keadle Moore, LLP to
continue as independent accountants of the Company for the fiscal year ending
December 31, 1999 and has directed that such appointment be submitted to the
stockholders of the Company for ratification at the Annual Meeting. Porter
Keadle Moore, LLP has served as independent accountants of the Bank since 1987
and of the Company since 1991 and is considered by management of the Company and
the Bank to be well qualified. If the stockholders do not ratify the
appointment of Porter Keadle Moore, LLP, the Board of Directors will reconsider
the appointment.
Representatives of Porter Keadle Moore, LLP will be present at the Annual
Meeting. They will have an opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE PROPOSAL TO RATIFY THE APPOINTMENT OF PORTER KEADLE MOORE, LLP AS
INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
1999.
12
<PAGE>
STOCKHOLDERS' PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of stockholders intended to be presented at the 2000 Annual Meeting of
Stockholders must be made in writing and received by the Company on or before
November 23, 1999 to be eligible for inclusion in the Company's proxy statement
and form of proxy relating to that meeting. All such proposals should be
submitted by certified mail, return receipt requested, to the Secretary of the
Company, 3844 Atlanta Highway, P. O. Box 1700, Hiram, Georgia 30141.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors of the Company knows of no matters other than those
referred to in the accompanying Notice of Annual Meeting of Stockholders which
may properly come before the Annual Meeting. However, if any other matters
should be properly presented for consideration and voting at the Annual Meeting
or any adjournments thereof, it is the intention of the persons named as proxies
on the enclosed form of proxy card to vote the shares represented by all valid
proxy cards in accordance with their judgement of what is in the best interest
of the Company.
The Board of Directors urges each stockholder, whether or not he intends to be
present at the Annual Meeting, to vote "FOR" each of the proposals listed on the
enclosed proxy card and to complete, date, sign and return the proxy card as
promptly as possible.
By Order of the Board of Directors
/s/ W A. Foster III
-------------------
W. A. Foster III
Chairman of the Board
Hiram, Georgia
March 24, 1999
_______________
The Company's 1998 Annual Report, which includes audited financial statements,
is being mailed to stockholders of the Company with these proxy materials. The
Annual Report does not form any part of the material for the solicitation of
proxies.
13
<PAGE>
COMMUNITY TRUST FINANCIAL SERVICES CORPORATION
THIS REVOCABLE PROXY IS SOLICITED BY
THE BOARD OF DIRECTORS FOR THE 1998 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints George Berry, R. Alan Bullock, and Bobbie
Cooper, and each of them, proxies, with full powers of substitution, to act for,
and in the name of, the undersigned to vote all shares of common stock of
Community Trust Financial Services Corporation (the "Company") which the
undersigned is entitled to vote at the 1999 Annual Meeting of Stockholders, to
be held in the lobby of Community Trust Bank, 3844 Atlanta Highway, Hiram,
Georgia, on Wednesday, April 21, 1999 at 4:00 p.m., local time, and at any and
all adjournments thereof, as indicated below. The Board of Directors recommends
a vote "FOR" each of the listed proposals.
1. The election as Directors of the three nominees listed below to serve until
the 2002 Annual Meeting and until their successors are elected and qualified.
_________ FOR ALL NOMINEES Listed below (except as marked to the contrary
below)
_________ WITHHOLD AUTHORITY to vote for all nominees listed below.
INSTRUCTION: To withhold your vote for any individual nominee, strike a line
through the nominee's name in the list below.
J. Calvin Earwood W. A. Foster, III Tommie R. Graham, Jr.
2. The ratification of the appointment of Porter Keadle Moore, LLP as
independent accountants of the Company for the fiscal year ending
December 31, 1999. ____ FOR ____ AGAINST ____ ABSTAIN
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
(continued, and to be signed and dated, on the reverse side)
In their discretion, the proxies are authorized to vote upon such other business
as properly may come before the Annual Meeting and any adjournments thereof.
This proxy card will be voted as directed. If no instructions are specified,
this proxy card will be voted in the discretion of the proxies "FOR" the
election of all nominees named in Proposal 1 and "FOR" Proposal 2. If any other
business is presented at the Annual Meeting, this proxy card will be voted by
the proxies in accordance with their judgment of what is in the best interest of
the Company. At the present time, the Board of Directors knows of no other
business to be presented to a vote of the stockholders at the Annual Meeting.
Please mark this proxy card on the reverse
side and then date and sign this proxy card
below exactly as your name appears hereon.
When shares are held jointly, both holders
should sign. When signing as attorney,
executor, administrator, trustee, custodian
or guardian, please give your full title.
If the holder is a corporation or
partnership, the full corporate or
partnership name should be signed by a duly
authorized officer.
Signature
--------------------------------
Signature
--------------------------------
(If shares held jointly)
Date , 1999.
------------------------------
Attending the Annual Meeting? YES NO
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