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
Security Bank Holding Company
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
<PAGE>
SECURITY BANK HOLDING COMPANY
NOTICE
OF
ANNUAL MEETING
AND
PROXY STATEMENT
Meeting Date:
March 19, 1997
1:00 p.m.
Location:
Red Lion Inn
1313 N. Bayshore Drive
Coos Bay, Oregon 97420
<PAGE>
SECURITY BANK HOLDING COMPANY
170 S. Second St.
Coos Bay, Oregon 97420
Dear Shareholder:
You are cordially invited to attend Security Bank Holding Company's Annual
Meeting of Shareholders. The meeting will be held at the Red Lion Inn, located
at 1313 N. Bayshore Drive, Coos Bay, Oregon on Wednesday, March 19, 1997 at 1:00
p.m.
The Notice of Annual Meeting of Shareholders, Proxy Statement and Proxy for
the Company follow. Even if you plan to attend the Annual Meeting in person, it
is important that you return the enclosed Proxy to ensure that every
shareholder's shares are voted at the meeting. Please mark, date, sign, and
return your Proxy promptly in the enclosed postage-paid return envelope.
The directors, officers, and employees of Security Bank Holding Company
look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Sam Dement
Sam Dement
Chairman of the Board of Directors
/s/ Chuck Brummel
Chuck Brummel
President and Chief Executive Officer
<PAGE>
SECURITY BANK HOLDING COMPANY
170 S. Second St.
Coos Bay, Oregon 97420
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, MARCH 19, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of Security Bank Holding Company (the "Company") will be held at the
Red Lion Inn located at 1313 N. Bayshore Drive, Coos Bay, Oregon, at 1:00 p.m.,
Pacific Time, March 19, 1997, for the following purposes, all of which are more
completely set forth in the accompanying Proxy Statement:
1. To elect three directors to serve a three year term or until their
successors are duly elected and qualified; and
2. To transact such other business as may properly come before the meeting.
Holders of record of common stock of the Company at the close of business
on February 1, 1997, are entitled to notice of, and to vote at, the Meeting or
any adjournment or adjournments thereof.
By order of the Board of Directors
/s/ Chuck Brummel
Chuck Brummel
President and Chief Executive Officer
February 14, 1997
Coos Bay, Oregon
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IT IS IMPORTANT THAT YOUR
SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO BE
PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ATTACHED
PROXY USING THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF SECURITY BANK HOLDING COMPANY
March 19, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies to be used at the Annual Meeting of Shareholders of Security Bank
Holding Company (the "Company"), to be held at the Red Lion Inn, 1313 N.
Bayshore Drive, Coos Bay, Oregon, Wednesday, March 19, 1997, at 1:00 Pacific
Time (the "Meeting").
Only the holders of common stock as shown on the Company's records as of
February 1, 1997 (the "Record Date"), are entitled to notice of, and to vote at,
the Meeting. A quorum for the purpose of transacting business requires the
presence, in person or by proxy, of the holders of a majority of the outstanding
shares. An abstention from a given matter will not affect the presence of the
shares as to determination of a quorum. At the close of business on the Record
Date, there were 3,169,621 shares of common stock issued and outstanding (the
"Common Stock"), with each share being entitled to one vote. In the election of
directors, each share is entitled to one vote for each director position to be
filled, and shareholders may not accumulate votes.
Proxies in the form enclosed are being solicited by the Board of Directors.
Execution of the proxy will not in any way affect a shareholder's right to
attend the Meeting and vote in person, and shareholders giving proxies may
revoke them at any time before they are exercised by submitting (i) a written
revocation, or (ii) a duly executed proxy bearing a later date, to the Secretary
of the Company prior to commencement of the Meeting, at 170 S. Second St., Coos
Bay, Oregon 97420, or at the Meeting. Proxies in the form enclosed, unless
previously revoked, will be voted at the Meeting as set forth herein and in the
proxies. Attendance at the Meeting will not, of itself, revoke a previously
executed proxy.
If a proxy in the enclosed form is executed and returned, the shares
represented will be voted according to your instructions at the Meeting. If no
instructions are given, the proxy will be voted FOR the election of the nominees
for directors, and in the proxyholder's discretion on any other matters that may
properly come before the shareholders at the Meeting.
This Proxy Statement is being mailed to shareholders on or about February
14, 1997. The entire cost of solicitation of proxies will be borne by the
Company, including expenses incurred by banks, brokers, and other nominees in
forwarding soliciting materials to their principals and obtaining authorization
for the execution of proxies. Proxies may also be solicited personally or by
telephone by directors, officers and other employees of the Company, but such
persons will not be specifically compensated for this service.
<PAGE>
BUSINESS TO BE CONDUCTED AT THE MEETING
Agenda Item 1. Election of Directors
The Bylaws of the Company provide for a Board of Directors consisting of
not more than 15 directors, with the exact number determined from time to time
by resolution of the Board of Directors. The Bylaws of the Company provide
further that Directors are elected to serve staggered three year terms of
office. The Board has set the number of Directors at ten. Seven Directors are
serving terms which will expire in 1998 or 1999. Three Directors have completed
their terms. These three positions are open for election. The Nominating
Committee of the Board of Directors is nominating Harry A. Slack, Jr., Kathleen
M. Kerins, and Donald L. Goddard, each to be elected to serve three year terms.
All of the nominees are currently serving as members of the Board. All members
of the Board of Directors of the Company also serve as members of the Board of
Directors of Security Bank, a wholly-owned subsidiary of the Company. Two
directors of the Company, Chuck Brummel and Ken Messerle, also serve on the
Board of Directors of Lincoln Security Bank, a majority-owned subsidiary of the
Company.
It is the intention of the persons named in the Proxy to vote FOR the
election of the nominees identified above. If any nominee is not available for
election, the Proxy will be voted by the individuals named in the Proxy for such
substitute nominee as the Nominating Committee may designate. Management has no
reason to believe any nominee will be unavailable to serve.
Recommendation of the Board of Directors
Directors are elected by a plurality of the votes cast. Shareholders are
not entitled to accumulate votes for Directors. Rather, each shareholder may
cast votes equal to the number of shares held for each of the three open
positions. The Board of Directors recommends a vote FOR the election of all
nominees.
Information Regarding Directors and Nominees
The following table shows as to each nominee for Director and for those
Directors whose terms have not yet expired, the identified information as of
February 1, 1997.
<TABLE>
<CAPTION>
Year Elected or
Appointed as Director Year Term
Name Age Position Expires
<S> <C> <C> <C> <C>
Charles D. Brummel 57 Director/President/ 1974 1999
Chief Executive Officer
E. Samuel Dement 76 Director/Chairman 1969 1998
Ralph W. Gazeley 68 Director/Secretary 1989 1998
Donald L. Goddard 73 Director 1974 1997
Thomas R. Graham 65 Director 1983 1999
Kathleen M. Kerins 55 Director 1996 1997
William A. Lansing 50 Director 1991 1998
Kenneth P. Messerle 56 Director 1992 1999
Harry A. Slack, Jr. 67 Director 1972 1997
Glenn A. Thomas 55 Director 1995 1998
</TABLE>
Information concerning the share ownership of directors can be found below
under "PRINCIPAL SHAREHOLDERS."
<PAGE>
Experience of Directors
The business experience of each of the directors and executive officers for
at least the past five years has been as follows:
Charles D. Brummel has served as a Director, President and Chief Executive
Officer of the Company and of Security Bank since 1974. He was a director of the
Board of the Oregon Bankers Association from 1977 to 1989 and served as its
president in 1986/1987. He is Chairman of the Board of Directors of the OBA
Insurance Agency. He also served as a director of the American Bankers
Association from 1986 to 1989 and currently serves as a member of the Board of
Directors of Lincoln Security Bank. He serves as ex-officio member of all bank
committees.
E. Samuel Dement is a Myrtle Point, Oregon, cattle rancher, and former
Oregon State Senator. Dement's family were Coos County pioneers and founders of
Security Bank, in Myrtle Point, in 1919. As Chairman of the Board of Directors,
he serves as ex-officio member of all committees of the Board of Directors and
is chairman of the Growth Committee.
Ralph W. Gazeley is a retired high school teacher, formerly employed by
North Bend School District. He serves on the Community Reinvestment Act
Committee of Security Bank and the Audit/Exam Committees of both the Company and
Security Bank.
Donald L. Goddard is a retired oil distributor and former owner of Goddard
Energy Company, in Bandon, Oregon. He serves on Security Bank's Audit/Exam and
Community Reinvestment Act Committees.
Thomas R. Graham is General Manager and Director of Coos Head Builders
Supply, Inc., in North Bend, Oregon, where he has been employed since 1968. He
serves on the Loan Committee of Security Bank, the Audit/Exam Committees of both
the Company and Security Bank, and is Chairman of the Nominating Committee.
Kathleen M. Kerins is local manager of Pacific Power & Light. She serves on
the Compensation & Benefits and Nominating Committees.
William A. Lansing is President of Menasha Corporation Forest Products
Group, in North Bend, Oregon, where he has been employed since 1970. Lansing
serves on the Growth and Nominating Committees and is Chairman of the
Compensation & Benefits Committee.
Kenneth C. Messerle recently sold his share in the family business of
Messerle & Sons, Inc., a cattle and timber corporation, in Coos County, and
formed a cattle brokerage business. In 1996, he was elected to the State
Liegislature for District 48. He serves on Security Bank's Loan Committee and
the Company's Growth Committee and is Chairman of the Audit/Exam Committees of
both the Company and Security Bank. Mr. Messerle also serves on the Board of
Directors of Lincoln Security Bank.
Harry A. Slack, Jr. is a retired Attorney, who practiced law for 37 years.
Currently he is President of Slack Fisheries. He serves on Security Bank's Loan
Committee and is Chairman of the Community Reinvestment Act Committee.
Glenn A. Thomas is the owner of Thomas & Son Beverage, Inc., and its
subsidiaries, Thomas & Son Trucking and Thomas & Son Transportation Systems, in
Coos Bay, Oregon. He has been the Oregon Director for the Rocky Mountain
Wholesalers Association, a director and officer of Oregon Beer & Wine
Distributors Association, and a director of National Beer Wholesalers. He serves
on Security Bank's Loan Committee, and the Company's Compensation & Benefits,
Audit/Exam and Growth Committees.
Board of Directors
During the year ended December 31, 1996, the Board of Directors held 12
regularly scheduled meetings. All directors attended at least 75 percent of the
board meetings and committee meetings they were eligible to attend.
Committees
The Company's Board of Directors has established a Compensation Committee
comprised of three non-employee directors William A. Lansing, Kathleen M.
Kerins, and Glenn A. Thomas. The Compensation Committee determines the salary of
the Chief Executive Officer and the bonuses and stock option grants to Chief
Executive Officer and other executive officers of the Company.
The Board of Directors has a standing Audit/Exam Committee consisting of
Glenn A. Thomas, Kenneth P. Messerle, Thomas R. Graham, Ralph W. Gazeley, and
Donald L. Goddard. The Audit/Exam Committee is responsible for overseeing
regulatory compliance matters, and reviewing periodic examinations by state and
federal regulators of the Company and the subsidiary banks.
The Growth Committee, of which Kenneth P. Messerle, E. Samuel Dement,
William A. Lansing, and Glenn A. Thomas are members, is responsible for the
development and implementation of the Company's strategic growth plan, including
preliminary evaluation of strategic opportunities as they arise.
The Board of Directors appointed a Nominating Committee, consisting of
William A. Lansing, Kathleen M. Kerins and Thomas R. Graham, to recommend
nominees for election of directors at the annual meeting of shareholders.
Shareholders who wish to make recommendations to the Nominating Committee for
directors to be nominated for election at the 1998 annual meeting of
shareholders may do so in writing addressed to the Secretary of the Corporation
at the address indicated above no later than October 15, 1997.
Compensation
Pursuant to a Board of Directors Merit Compensation Plan, effective as of
January 1, 1996, directors of the Company each received $300 in compensation for
each meeting of the Board of Directors attended in 1996, and $100 for each
committee meeting attended. Directors also receive shares of Company stock as
additional compensation based upon the return on average equity for the Company.
Directors received or will receive an aggregate of 4,701 shares of Company stock
in addition to the cash compensation.
Executive Officers
Charles D. Brummel if Chief Executive Officer and President of the Company,
and Chief Executive Officer of Security Bank. Michael J. Delvin is Executive
Vice President/Loan Administrator of the Company, and is also an executive
officer of Security Bank. Marc C. Williams is Senior Vice President and Chief
Financial Officer of the Company, and is also an executive officer of Security
Bank. Additional executive officers of Security Bank are Guy L. Williams,
President and Executive Vice President/Loan Administrator Antoinette M. Poole.
Executive Officers serve at the discretion of the Board of Directors.
The following sets forth certain information about the executive officers
of the Company and Security Bank, other than Chuck Brummel:
Michael J. Delvin, age 48, employed by the Company since 1992, is Executive
Vice President and Loan Administrator of the Holding Company. Delvin was
previously employed by First Interstate Bank. He serves on the Oregon Bankers
Association Government Relations Committee and as a director of OBA Services,
Inc.
Antoinette M. Poole, age 50, serves as Security Bank's Executive Vice
President and Loan Administrator. She has been employed by Security Bank since
1976, and is a trustee of the Company's Employee Stock Ownership Plan. She is a
member of the American Institute of Banking and Financial Women International.
Marc C. Williams, age 34, has been employed by the Company since 1994 as
Vice President and Controller. He was promoted to Senior Vice President and
Chief Financial Officer in 1996. He was formerly employed by Jackson County
Federal Bank, FSB, and its successor, Key Bank of Oregon, since 1989.
Guy L. Williams, age 48, was recently appointed President of Security Bank.
He was formerly a Senior Vice President and Commercial Loan Officer. He was
previously employed by Western Bank as a Vice President and Branch Manager. He
is a member of the Rotary, United Way, Chamber of Commerce, Lions Club and the
Kiwanis Club.
Information concerning share ownership of executive officers can be found
below under "PRINCIPAL SHAREHOLDERS."
Executive Compensation
The following table sets forth compensation earned for the fiscal year
ended December 31, 1996 by each executive officer of the Company receiving over
$100,000 of total compensation during such year:
<TABLE>
<CAPTION>
Other Total
Name and Principal Position Salary Bonus Compensation(1) Compensation
<S> <C> <C> <C> <C>
Charles D. Brummel $125,573 $62,700 $4,787 $193,060
President/Chief Executive Officer
Director
Michael J. Delvin $83,183 $36,263 $ -- $119,446
Executive Vice President
- --------------------
(1) Consisting of Company provided auto.
</TABLE>
Incentive Cash Bonus Plan. The Board of Directors of the Bank believes that
an incentive bonus based on earnings motivates management to perform at the
highest levels. Management performance has a direct impact on the short-range
and long-range profitability and viability of the institution and an incentive
bonus promotes the retention of qualified management. Directors also believe
that compensation programs with incentive pay as a significant portion of
compensation allow base salaries to remain relatively constant, even during
highly profitable periods, thereby containing salary costs during any less
profitable periods. The management incentive bonus program is at the discretion
of the Board. Specific performance levels and awards are developed by the
Compensation Committee of the Board and approved annually by the Board of
Directors. For 1996, the plan provided incentives for the four executive
officers, Brummel, Delvin, Williams and Poole. The size of the total incentive
is determined by a formula based upon the earnings of the Company with a
threshold level of return on equity of 9%. The four officers (Brummel, Delvin,
Williams and Poole) received 51%, 29%, 15% and 5% of this total respectively
during the course of the year.
Phantom Stock Deferred Compensation Plan. As of January 1, 1996, the
Company established a deferred compensation plan for a select group of key
employees to provide for unfunded, non-qualified deferred compensation to assist
in attracting and retaining such key employees and to encourage such employees
to devote their best efforts to the business of the bank. An eligible employee
is permitted to defer up to 20% of that employee's base salary and 100% of any
cash bonus, and is required to defer not less than 2% of base salary and 20% of
any cash bonus. Deferred compensation is credited to the participant's account
in the form of Phantom Stock Units, the number of units being determined by
dividing the amount of the compensation deferred by the base price established
annually by the Board of Directors for that Plan Year's deferrals. The base
price of each unit is the average of the bid and ask prices of the Company's
common stock for the last ten trading days of the preceding calendar year.
Distributions to a participating employee are made in cash only and are made
within 60 days after the earlier of the employee's death, disability,
termination of employment, change of control of the Company or the attainment of
the age specified in the Plan agreement between the employee and Security Bank.
Upon distribution, the deferred compensation amount is valued by multiplying the
cumulative number of Phantom Stock Units by the average of the bid and ask
prices of Company common stock on the date of distribution. Currently, Mr.
Brummel is the only participant in the plan.
Severance Agreement. In addition to Mr. Brummel's regular compensation, the
Bank has agreed to pay him additional compensation should his employment with
the Bank be terminated under certain conditions. The severance agreement is
effective only if Mr. Brummel's employment is involuntarily terminated in
connection with the merger or sale of the Bank and/or the Company, or if he
elects to terminate his employment within one year of a merger or sale. In the
event of such a termination, the Bank has agreed to pay Mr. Brummel a sum equal
to twelve times his monthly base salary in effect at the time of the merger or
sale. The base salary includes monthly gross salary but does not include bonuses
or other compensation, plus any deferred or unpaid portion of his annual bonus.
If the severance agreement had been triggered as of December 31, 1996, Mr.
Brummel would have been entitled to a payment of $145,390.
Stock Option Plan. The Company adopted a combined incentive and
non-qualified stock option plan (the "Plan") effective May 1, 1995, and approved
by the shareholders at the annual shareholders meeting on March 20, 1996.
Pursuant to the Plan, options may be granted at the discretion of the Board of
Directors or such committee as it may designate, to key employees, including
employees who are directors of the Company.
The purpose of the plan is to advance the interests of the Company and its
shareholders by enabling the Company to attract and retain the services of
people with training, experience and ability and to provide additional incentive
to key employees and directors of the Company by giving them an opportunity to
participate in the ownership of the Company.
The Plan reserves 276,000 shares of the Company's unissued common stock for
possible grants to employees. The purchase price of shares issuable upon
exercise of options is not less than 100% of the fair market value per optioned
share at the time of the grant. Each option granted under the plan is
exercisable for up to ten years following the date of grant.
As of December 31, 1996, options to purchase 96,600 shares, adjusted for
stock dividends and splits, have been granted pursuant to the Plan. The
following table sets forth information regarding outstanding options granted
pursuant to the Plan, each of which became exercisable as to 20% of the shares
on May 1, 1996, and an additional 20% becoming exercisable each year thereafter.
There were no options granted in 1996. The following table sets forth
information regarding options outstanding as of February 1, 1997:
<TABLE>
<CAPTION>
Number of Percentage of Exercise
Name Shares Total Options Price Expiration Date
<S> <C> <C> <C> <C>
Charles D. Brummel 69,000 71.4% $5.67 April 30, 2005
Michael J. Delvin 27,600 28.6% $5.67 April 30, 2005
</TABLE>
Compliance with Section 16 Filing Requirements
Section 16 of the Securities Exchange Act of 1934, as amended, ("Section
16") requires that all executive officers and directors of the Company and all
persons who beneficially own more than 10 percent of the Company's Common Stock
file an initial report of their ownership of the Company's securities on Form 3
and report changes in their ownership of the Company's securities on Form 4 or
Form 5. These filings must be made with the Securities and Exchange Commission
and the National Association of Securities Dealers with a copy sent to the
Company.
Based solely upon the Company's review of the copies of the filings which
it received with respect to the fiscal year ended December 31, 1996, the Company
believes that all reporting persons made all filings required by Section 16 on a
timely basis.
Related Transactions With Directors and Officers
Some of the directors and officers of the Company and of the Bank, and
members of their immediate families and firms and corporations with which they
are associated, have had transactions with the Bank, including borrowings and
investments in time deposits. All such loans and investments have been made in
the ordinary course of business, have been made on substantially the same terms,
including interest rates paid or charged and collateral required, as those
prevailing at the time for comparable transactions with unaffiliated persons,
and did not involve more than the normal risk of collectibility or present other
unfavorable features. As of December 31, 1996, the aggregate outstanding amount
of all loans to officers and directors was approximately $1,889,000, which
represented approximately 10.19% of the Company's consolidated shareholders'
equity at that date.
No director or principal officer of the Company has a direct family
relationship with another director or executive officer of the Company or the
Bank.
<PAGE>
Securities Ownership of Directors, Officers and Principal Shareholders
The following table sets forth as of February 1, 1997, the shares of common
stock beneficially owned by all of the directors, nominees for election as
directors, and executive officers of the Company. As of that date there were
3,169,621 shares of the Company's common stock issued and outstanding. All
shares are held directly unless otherwise indicated.
<TABLE>
<CAPTION>
Name(1) Number of Shares Percent of Class
<S> <C> <C>
Charles D. Brummel (Director/Officer)(2) 45,737(2) 1.44%
Michael J. Delvin (Officer)(3) 7,893(3) 0.25%
E. Samuel Dement (Director)(4) 81,635(4) 2.58%
Ralph W. Gazeley (Director)(5) 75,853(5) 2.39%
Donald L. Goddard (Director)(6) 30,626(6) 0.97%
Thomas R. Graham (Director)(7) 2,305(7) 0.07%
Kathleen M. Kerins (Director)(8) 458(8) 0.01%
William A. Lansing (Director)(9) 17,784(9) 0.56%
Kenneth C. Messerle (Director)(10) 4,143(10) 0.13%
Antoinette M. Poole (Officer)(11) 978,967(11) 30.88%
Harry A. Slack, Jr. (Director)(12) 26,943(12) 0.85%
Glenn A. Thomas (Director)(13) 4,037(13) 0.13%
Marc C. Williams (Officer)(14) 1,757(14) 0.06%
Guy L. Williams (Officer) -- 0.00%
All Directors and Executive Officers
as a Group (14 persons) 1,225,776(2-14) 38.67%
- --------------------
(1) The business address of all directors and officers is 170 S. Second St., Coos Bay, Oregon 97420.
(2) Charles D. Brummel's holdings include 3,025 shares held jointly with spouse
and 42,712 shares vested in the ESOP (364 of which vested shares are allocated
to Mr. Brummel's spouse who is also an employee of Security Bank).
(3) Michael J. Delvin holds 7,893 shares in the ESOP, 4,735 of which have been
vested as of this date.
(4) E. Samuel Dement holds 81,126 shares jointly with his spouse.
(5) Ralph W. Gazeley shares include 75,457 held in a Gazeley Revocable Living Trust.
(6) Donald L. Goddard's holdings include 30,626 shares held jointly with his spouse.
(7) Thomas R. Graham's holdings include 72 shares held jointly with his spouse.
(8) Kathleen M. Kerrins' holdings include 358 shares held jointly with her son.
(9) William A. Lansing holds 17,219 shares jointly with his spouse.
(10) Kenneth C. Messerle's holdings include 3,321 shares held jointly with his
spouse and 78 shares held jointly with his grandchildren.
(11) Antoinette M. Poole is one of three Trustees of the ESOP, all of whose
shares (978,728) are included herein. Individually, she holds 239 shares
and 17,995 shares vested in the ESOP.
(12) Harry A. Slack, Jr.'s holdings include 2,875 shares held jointly with his
spouse, 5,647 held in the Slack Marital Fund Trust, 7,796 held in the Slack
Residuary Fund Trust, 9,590 shares held jointly with his mother, and 1,035
shares held directly by his spouse.
(13) Glenn A. Thomas holds 3,500 shares jointly with his spouse.
(14) Marc C. Williams holds 1,757 shares in the ESOP, 351 of which have been vested as of this date.
</TABLE>
The following table sets forth as of February 1, 1997, the shares of common
stock beneficially owned by the only persons known by the Company to own more
than 5% of the Company's common stock.
<TABLE>
<CAPTION>
Number of Shares Percent of Class
<S> <C> <C>
Ronald C. La Franchi 521,404 16.45%
580 North Central
Coquille, OR 97411
Security Bank Holding Company 978,728(1) 30.88%
Employee Stock Ownership
Plan Trust(2)
170 S. Second St.
Coos Bay, Oregon 97420
--------------------
(1) Includes 513,862 shares held of record by the Security Bank Holding Company
Employee Stock Ownership Plan Trust which are not allocated to employees
and are pledged to secure repayment of indebtedness to the Company.
(2) Trustees of the Trust are appointed by the Board of Directors of the Company
and currently consists of Martin Stone, attorney, Coquille, Oregon,
Antoinette M. Poole, Executive Vice President/Loan Administrator with the
Bank, North Bend, Oregon and Tim Salisbury, of Bay Area Hospital, Coos Bay, Oregon.
</TABLE>
Agenda Item 2. Other Matters
The Board of Directors is not aware of any matters to be presented for
action at the Meeting other than those set forth in the Notice of Annual
Meeting. However, if any other matters properly come before the Meeting or any
adjournment thereof, the person or persons voting the proxies will vote them in
accordance with their best judgment.
<PAGE>
VOTING AT THE MEETING
Each copy of this Proxy Statement sent to the Company's shareholders is
accompanied by a proxy solicited by the Board of Directors of the Company for
use at the 1997 Annual Meeting of Shareholders and any adjournments thereof.
Only holders of record of Company common stock at the close of business on
February 1, 1997, are entitled to notice of, and to vote at, the Meeting. At the
Meeting, the Company's shareholders will vote on the election of Directors and
on such other matters as may properly come before the Meeting. Shares
represented by properly executed proxies will be voted at the Meeting in
accordance with the instructions on the proxy. If no instructions are given, the
shares represented thereby will be voted in favor of the persons nominated by
the Board of Directors to serve as Directors, and in the discretion of the proxy
holders on such other matters that may be considered at the Meeting.
A proxy may be revoked prior to its exercise at the Meeting by presentation
of a proxy bearing a later date, by filing an instrument of revocation
(personally or by mail) with the Secretary of the Company prior to the meeting,
or by oral request if the shareholder is present at the meeting. Attendance at
the meeting will not, of itself, revoke a proxy.
SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE, AND SIGN THE ACCOMPANYING
PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN THE ENCLOSED, POSTAGE-PAID
ENVELOPE, EVEN IF THEY ARE PLANNING TO ATTEND THE COMPANY'S MEETING.
The authorized capital stock of the Company consists of ten million
(10,000,000) shares of Common Stock and five million (5,000,000) shares of
Voting Preferred Stock, and five million (5,000,000) shares of Non-voting
Preferred Stock. As of February 1, 1997, the Record Date, there were 3,169,621
shares of Common Stock issued and outstanding and entitled to vote at the
Meeting. As of the Record Date, there were no shares of Preferred Stock
outstanding.
A majority of the outstanding shares of Common Stock must be represented at
the Meeting, in person or by proxy, to constitute a quorum for the transaction
of business. Directors are elected by a plurality of the votes; Directors
receiving the most votes will be elected. Each such share is entitled to one
vote. Shareholders do not have the right to accumulate votes for directors. As
of the Record Date, there were 498 shareholders of record. As of the Record
Date, officers, directors, and principal shareholders of the Company, together
with their affiliates, had beneficial ownership of 1,225,776 shares, of which
all are entitled to vote. The shares held by officers, directors and principal
shareholders, which are entitled to be voted at the Meeting constitute 38.67
percent of the total shares outstanding and entitled to be voted at the Meeting.
INDEPENDENT AUDITORS
The Board of Directors designated KPMG Peat Marwick LLP, independent
certified public accountants, as auditors for the Company for the year ended
December 31, 1996. The audit services performed by such firm during 1996
included an examination of annual financial statements and audit related
accounting matters. It is expected that KPMG Peat Marwick LLP will continue to
serve as the Company's independent public accountants for 1997. It is
anticipated that representatives of KPMG Peat Marwick LLP will not be present at
the Meeting.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
A copy of the Company's Annual Report to Shareholders for the year ended
December 31, 1996, and Management's Discussion and Analysis accompanies this
Proxy Statement. Additional copies of the Company's Annual Report to
shareholders and Management's Discussion and Analysis may be obtained by written
request to the Secretary of the Company at the address indicated above. Such
Annual Report is not part of the proxy solicitation materials. The Company, upon
written request to the Secretary of the Company by any person whose proxy is
being solicited, will provide at no charge a copy of the Company's 1996 annual
report on Form 10-KSB, without exhibits, filed with the Securities and Exchange
Commission.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit a proposal for consideration at the
Company's next annual meeting must be the beneficial owner of at least 1% or
$1,000 in market value of common stock, and have held the stock for at least one
year, and must submit the proposal within a reasonable time prior to the mailing
to shareholders of the notice of the annual meeting. A shareholder submitting a
proposal for consideration must provide the Company with his or her name,
address and the number of shares held of record or beneficially, the dates upon
which such shares were acquired and documentary evidence of such ownership. The
shareholder, or a representative of the shareholder, must present the proposal
for action at the meeting. At the shareholder's request, the Company will
include with the proposal in the proxy statement mailed to shareholders in
connection with the meeting, a statement of the shareholder in support of the
proposal, which together with the proposal does not exceed 500 words. The Proxy
Statement shall include the name, address and number of shares held of record or
beneficially by the shareholder making the proposal. The Company may, under
certain circumstances, omit from the proxy statement proposals and supporting
statements.
DATED: February 14, 1997
By order of the Board of Directors,
/s/ Chuck Brummel
Chuck Brummel
President and Chief Executive Officer
NOTE: Your vote is important. Please send in your Proxy immediately, using
the enclosed postage paid envelope.
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REVOCABLE PROXY
SECURITY BANK HOLDING COMPANY
ANNUAL MEETING OF SHAREHOLDERS
March 19, 1997
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Sam Dement and Ralph Gazeley and each of
them, proxies with power of substitution to vote on behalf of the undersigned
all shares of common stock of Security Bank Holding Company (the "Company") at
the Annual Meeting to be held on March 19, 1997, and any adjournments thereof,
with all powers the undersigned would possess if personally present, with
respect to the following:
1. Election of directors.
[ ] FOR all nominees [ ] WITHHOLD
listed below (except AUTHORITY
as marked to the to vote for all
contrary below) nominees listed below
INSTRUCTION: To withhold authority to vote for any individual, strike a
line through the nominee's name below.
Nominees for three year terms to expire 2000:
Harry A. Slack, Jr.
Kathleen M. Kerins
Donald L. Goddard
2. Other Matters. At the discretion of the proxy holder, on such other
business as may properly come before the meeting and any adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE, BUT
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES. Proxies may vote in their discretion as to other matters which may
come before the meeting.
Number of Shares Held:
Dated: , 1997
Please date and sign exactly as your name appears on your stock
certificate(s) (which should be the same as the name on the address label on the
envelope in which this proxy was sent to you), including designation as
executor, trustee, etc., if applicable. A corporation must sign its name by the
president or other authorized officer. All co-owners must sign.
<PAGE>
