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:
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SECURITY BANK HOLDING COMPANY
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
Meeting Date:
April 21, 1998
2:00 p.m.
Location:
Red Lion Inn
1313 N. Bayshore Drive
Coos Bay, Oregon 97420
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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 Tuesday, April 21, 1998 at 2:00 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/ Chuck Brummel
Chuck Brummel
Chairman of the Board
President and Chief Executive Officer
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SECURITY BANK HOLDING COMPANY
170 S. Second St.
Coos Bay, Oregon 97420
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, APRIL 21, 1998
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 2:00 p.m., Pacific Time, April 21,
1998, 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 two year term and two
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 March 2, 1998, 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
Chairman of the Board
President and Chief Executive Officer
March 3, 1998
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
April 21, 1998
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors 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, Tuesday, April 21, 1998, at
2:00 Pacific Time (the "Meeting").
Only the holders of common stock (the "Common Stock") as shown on
the Company's records as of March 2, 1998 (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, nor will it affect the election of Directors. At the
close of business on the Record Date, there were 4,445,486 shares
of Common Stock issued and outstanding, 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 at 170 S. Second St., Coos Bay, Oregon 97420 prior
to commencement of the Meeting, or at the Meeting. 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
March 3, 1998. 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.
The date of this proxy statement is March 3, 1998.
- -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 seven. All
Directors are serving terms which will expire in 1998 or 1999.
Two Directors have completed their terms, and three were
appointed in 1997 to one year terms. These five positions are
open for election. The Nominating Committee of the Board of
Directors is nominating Ronald C. LaFranchi, R.T. Green and
Robert Fullhart to be elected to serve two year terms, and
William A. Lansing and Glenn A. Thomas to be elected to serve
three year terms. All of the nominees are currently serving as
members of the Board.
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 March 2, 1998:
<TABLE>
<CAPTION>
Year
Elected or
Appointed Year Term
Name Age Position as Director Expires
<S> <C> <C> <C> <C>
Charles D. Brummel 58 Director/President/CEO 1974 1999
William A. Lansing 51 Director 1991 1998
Kenneth P. Messerle 57 Director 1992 1999
Ronald C. LaFranchi 45 Director 1997 1998
Glenn A. Thomas 56 Director 1995 1998
R.T. Green 59 Director 1997 1998
Robert Fullhart 66 Director 1997 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 currently serves as Chairman of the Board,
and serves as Director, President and Chief Executive Officer
of the Company. 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 Security Bank and Lincoln Security Bank. Mr.
Brummel is also a director of BancInsure.
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 Legislature
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.
Ronald C. LaFranchi is the owner of Ron's Oil Co., a chain of
independently owned, name brand retail gasoline stations he
started in 1976. He presently operates 17 stations located
throughout Oregon, as well as a propane gas division which
serves in excess of 700 predominately retail customers.
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.
R.T Green is President and Chief Executive Officer of Pacific
State Bank, a subsidiary of the Company acquired in 1997. He
has been CEO of Pacific State Bank since 1995. Prior to that
time he was in retirement from the position of Vice President
and Loan Administrator at Security Bank, positions he held
from 1986 to 1992. Mr. Green has over 35 years of banking
experience.
Robert Fullhart has been a Director of Pacific State Bank
since 1989, joining Security Bank Holding Company's Board in
1997 as a result of the acquisition of Pacific State Bank.
He is the owner of Fullhart Insurance Agency, which has five
offices in Oregon.
During the year ended December 31, 1997 the Board of Directors
held 12 regularly scheduled meetings. All directors attended at
least 75 percent of the board meetings and committee meetings
during the year.
- -page-
Committees
The Company's Board of Directors has established a Compensation
Committee comprised of William A. Lansing, Glenn A. Thomas and
Charles D. Brummel. 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 Committee consisting
of Kenneth P. Messerle, Ronald C. LaFranchi and Robert Fullhart.
The Audit 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 Board of Directors appointed a Nominating Committee,
consisting of Glenn A. Thomas, Ronald C. LaFranchi, William A.
Lansing, and Charles D. Brummel, 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 1999
annual meeting of shareholders may do so in writing addressed to
the Secretary of the Corporation at the address indicated above
no later than November 5, 1998.
Compensation
Pursuant to the Board of Directors Compensation Plan for 1997
(the Plan), directors of the Company each received $400 in
compensation for each meeting of the Board of Directors attended
in 1997, and $100 for each committee meeting attended. Payment
was made in the form of cash or Company stock. Directors also
receive shares of Company stock as additional incentive
compensation based upon the performance of the Company.
Directors received an aggregate of 566 shares of Company stock in
the form of incentive compensation for the year ended December
31, 1997.
The Plan is in the process of being amended to provide payment in
the amount of $1,000 per month. Directors have the option of
electing the form of payment, which can be either in cash or
Company stock.
Executive Officers
Charles D. Brummel is Chief Executive Officer and President of
the Company. Michael J. Delvin is Executive Vice President and
Chief Financial Officer of the Company. Antoinette M. Poole is
Executive Vice President and Loan Administrator of the Company,
and is also an executive officer of Security Bank. Executive
Officers serve at the discretion of the Board of Directors.
The following sets forth certain information about the executive
officers of the Company, other than Chuck Brummel:
Michael J. Delvin, age 49 employed by the Company since 1992,
is Executive Vice President and Chief Financial Officer of
the Company. Delvin was previously employed by First
Interstate Bank. He serves as Chair for Oregon Bankers
Association Services, Inc, a for profit subsidiary of the
OBA.
Antoinette M. Poole, age 51 serves as the Company'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.
Information concerning share ownership of executive officers can
be found below under "PRINCIPAL SHAREHOLDERS."
- -page-
Executive Compensation
The following table sets forth compensation earned for the fiscal
year ended December 31, 1997 by each executive officer of the
Company receiving over $100,000 of total compensation during such
year:
<TABLE>
<CAPTION>
Name and Principal Other Total
Position Salary Bonus Compensation Compensation
<S> <C> <C> <C> <C>
Charles D. Brummel $130,016 $68,684 $4,787 $203,487
President/Chief
Executive Officer
Director
Michael J. Delvin $84,923 $39,248 $-- $124,171
Executive Vice
President
</TABLE>
____________________
(1) Consisting of Company provided auto.
Incentive Cash Bonus Plan. The Board of Directors of the Company
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. The size of the
total incentive is determined by a formula based upon the
earnings of the Company. The two named officers received 64% and
36% of this total respectively during the course of the year.
Phantom Stock Deferred Compensation Plan. As of January 1, 1996,
Security Bank 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 Bank or the attainment of
the age specified in the Plan agreement between the employee and
the 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.
- -page-
Severance Agreement. In addition to Mr. Brummel's regular
compensation, the Company has agreed to pay him additional
compensation should his employment with the Company 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 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 Company 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, 1997, Mr. Brummel would have been entitled to a
payment of $149,616.
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. Options become
exercisable as to 20% of the shares one year after the date of
grant, with an additional 20% becoming exercisable each year
thereafter.
As of December 31, 1997, options to purchase 101,600 shares,
adjusted for stock dividends and splits, have been granted
pursuant to the Plan. There were 5,000 options granted to
employees in 1997. Michael J. Delvin exercised 11,040 options in
1997, leaving his outstanding unexercised options at 16,560. The
following table sets forth information regarding options held by
named executive officers as of March 2, 1998:
<TABLE>
<CAPTION>
Percentage
Number of
of Total Exercise Expiration
Name Shares Options Price Date
<S> <C> <C> <C> <C>
Charles D. Brummel 69,000 76.2% $5.67 April 30,2005
Michael J. Delvin 16,560 18.3% $5.67 April 30,2005
</TABLE>
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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, 1997, the Company believes that all reporting
persons made all filings required by Section 16 on a timely
basis, with the exception of R.T. Green and Robert Fullhart, who
became Directors of the Company upon consummation of the Pacific
State Bank merger. These Directors have subsequently filed the
required reports.
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 Company, 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, 1997, the
aggregate outstanding amount of all loans to officers and
directors was approximately $3,837,000, which represented
approximately 13.5% of the Company's consolidated shareholders'
equity at that date. In addition, the Company had deposits from
Directors and Officers totaling $3,338,000 as of December 31,
1997.
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.
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Securities Ownership of Directors, Officers and Principal Shareholders
The following table sets forth as of March 2, 1998, 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 4,445,486 shares of the Company's
common stock issued and outstanding. All shares are held
directly unless otherwise indicated.
<TABLE>
<CAPTION>
Number of Percent of
Name(1) Shares Class
<S> <C> <C>
Charles D. Brummel (Director/Officer)(2) 77,020 (2) 1.73%
Michael J. Delvin (Officer)(3) 9,960 (3) *
William A. Lansing (Director)(4) 20,784 (4) *
Kenneth C. Messerle (Director)(5) 4,697 (5) *
Antoinette M. Poole (Officer)(6) 19,902 (6) *
Glenn A. Thomas (Director)(7) 6,155 (7) *
Ronald C. LaFranchi (Director)(8) 710,354 (8) 15.98%
R.T. Green (Director)(9) 2,063 (9) *
Robert Fullhart (Director)(10) 8,016 (10) *
All Directors and Executive Officers 858,951 (2-10) 19.32%
as a Group (9 persons)
</TABLE>
____________________
* Less than 1.0%
(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 his spouse in his spouse's trust and 46,395 shares in the
ESOP (364 of which are allocated to Mr. Brummel's spouse).
Also includes 27,600 shares covered by stock options exercisable
in 60 days.
(3) Michael J. Delvin holds 9,955 shares in the ESOP.
(4) William A. Lansing holds 20,784 shares jointly with his spouse.
(5) Kenneth C. Messerle's holdings include 4,619 shares held jointly
with his spouse and 78 shares held jointly with his grandchildren.
(6) Antoinette M. Poole includes 239 shares held directly and 19,663
shares in the ESOP.
(7) Glenn A. Thomas holds 5,905 shares jointly with his spouse.
(8) Includes 12,000 shares held in a custodial capacity for the benefit
of minor children.
(9) R.T. Green holds 2,063 shares jointly with his spouse.
(10)Robert Fullhart holds 8,016 shares jointly with his spouse.
As of March 2, 1998, the only other person than those named above
known to own more than 5% of the Company's Common Stock is the
ESOP, which owned 976,127 shares, or 21.96% of the total shares
outstanding. That number includes 384,784 shares held of record
by the ESOP which are not allocated to employees and are pledged
to secure repayment of indebtedness to the Company. Trustees of
the ESOP are appointed by the Board of Directors and currently
consists of Martin Stone, attorney, Coquille, Oregon, Tim
Salisbury, Chief Financial Officer of Bay Area Hospital, and
Antoinette M. Poole, Executive Vice President and Loan
Administrator of the Company.
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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.
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 1998 Annual Meeting of
Shareholders and any adjournments thereof. Only holders of
record of Company common stock at the close of business on March
2, 1998, 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 March 2,
1998, the Record Date, there were 4,445,486 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. An abstention from a
given matter will not affect the presence of the shares as to
determination of a quorum, nor will it affect the election of
Directors. 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 614 shareholders of record, not including those
holding shares in "street name". As of the Record Date,
officers, directors, and principal shareholders of the Company,
together with their affiliates, had beneficial ownership of
858,951 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 19.32% of the
total shares outstanding and entitled to be voted at the Meeting.
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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, 1997. The audit services
performed by such firm during 1997 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 1998. 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, 1997 accompanies this Proxy Statement.
Additional copies of the Company's Annual Report to shareholders
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 1997 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 no later than November 5, 1998. 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: March 3, 1998
By order of the Board of Directors,
/s/ Chuck Brummel
Chuck Brummel
Chairman of the Board
President and Chief Executive Officer
NOTE: Your vote is important. Please send in your Proxy
immediately, using the enclosed postage paid envelope.
- -page-
REVOCABLE PROXY
SECURITY BANK HOLDING COMPANY
ANNUAL MEETING OF SHAREHOLDERS
April 21, 1998
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Linda Goodwin and Rene Collins
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 April 21, 1998, 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 two year terms to expire 2000:
Ronald C. LaFranchi *** R.T. Green *** Robert Fullhart
Nominees for three year terms to expire 2001:
William A. Lansing *** Glenn A. Thomas
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: , 1998
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.
