<PAGE>
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:
April 14, 1999
2:00 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, April 14, 1999 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 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, APRIL 14, 1999
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 14, 1999, for the following
purposes, all of which are more completely set forth in the
accompanying Proxy Statement:
1.To elect two directors to serve a three year, 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 12, 1999, 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 and Chief Executive Officer
February 19, 1999
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 14, 1999
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, Wednesday, April
14, 1999, 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 February 12, 1999 (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
4,458,070 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 February 19,
1999. 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 February 19, 1999.
<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 that will expire in 1999, 2000 or 2001. Two Directors have
completed their terms, and are now open for election. The Nominating Committee
of the Board of Directors is nominating Charles D. Brummel and Kenneth C.
Messerle to serve three year terms. Both 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 two 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 12, 1999:
<TABLE>
<CAPTION>
Year
Elected or
Appointed Year Term
Name Age Position as Director Expires
- ----- --- -------- ----------- ----------
<S> <C> <C> <C> <C>
Charles D. Brummel 59 Director/President/CEO 1974 1999
William A. Lansing 52 Director 1991 2001
Kenneth C. Messerle 58 Director 1992 1999
Ronald C. LaFranchi 46 Director 1997 2000
Glenn A. Thomas 57 Director 1995 2001
R.T. Green 60 Director 1997 2000
Robert Fullhart 67 Director 1997 2000
</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 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, Pacific State Bank, Lincoln Security Bank,
Family Security Bank and McKenzie State Bank, all affiliate banks of the
Company. 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 sold his share in the family business of Messerle &
Sons, Inc., a cattle and timber corporation, in Coos County. In 1996, he
was elected to the State Legislature for District 48. He is Chairman of the
Audit/Exam Committees of the Company. 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 several stations located throughout Oregon, as well as a propane
gas division which serves 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 36 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.
<PAGE>
During the year ended December 31, 1998 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.
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 also has established a standing Audit Committee
consisting of Kenneth C. 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 2000 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, 1999.
COMPENSATION
Directors of the Company each received $1000 in compensation for each meeting
of the Board of Directors attended in 1998. There is no separate compensation
for participation in any of the Committees. Payment was made in the form of
cash or Company stock, at the election of each Director made on an annual
basis.
EXECUTIVE OFFICERS
Charles D. Brummel is Chief Executive Officer of the Company. Edgar G. Martin
is President and Chief Operating Officer of the Company. Ronald L. Farnsworth
is Executive Vice President and Chief Financial Officer of the Company.
Antoinette M. Poole is Executive Vice President and Loan Administrator of the
Company. 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:
EDGAR G. MARTIN, age 59 joined the Company in December 1998 as President and
Chief Operating Officer. Martin was previously President and Chief
Executive Officer of Commercial Bank of Salem, Oregon, for the past seven
years, and has over 40 years of experience in banking.
RONALD L. FARNSWORTH, age 28, employed by the Company since 1996, is
Executive Vice President and Chief Financial Officer of the Company.
Farnsworth was previously employed by KPMG Peat Marwick LLP in Portland,
Oregon, from 1992 to 1996.
<PAGE>
ANTOINETTE M. POOLE, age 52 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."
EXECUTIVE COMPENSATION
The following table sets forth compensation earned for the fiscal year ended
December 31, 1998 by each executive officer of the Company receiving over
$100,000 of total compensation during such year:
<TABLE>
<CAPTION>
Name and Salary Bonus(1) Directors Other Total
Principal Position Fees(2) Compensation(3) Compensation
<S> <C> <C> <C> <C> <C>
Charles D. Brummel $166,675 $48,855 $19,125 $6,567 $241,222
Chief Executive Officer
</TABLE>
(1)Incentive bonus of $35,270 related to fiscal 1997, and was paid in January
1998.
(2)Represents Directors fees paid from subsidiary banks.
(3)Consisting of Company provided auto and spousal travel.
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.
Phantom Stock Deferred Compensation Plan. In 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 Company. 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
<PAGE>
of the age specified in the Plan agreement between the employee and the
Company. 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 and Mr. Martin are the only participants in the plan.
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, 1998, Mr. Brummel would have been entitled to a payment of $166,675.
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 generally
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, 1998, options to purchase 151,400 shares, adjusted for stock
dividends and splits, have been granted pursuant to the Plan. There were
52,500 options granted to employees in 1998, 5,520 options exercised and 11,040
options terminated. The following table sets forth information regarding
options held by named executive officers as of February 12, 1999:
<TABLE>
<CAPTION>
Number Percentage
Name of of Total Exercise Expiration
Shares Options Price Date
<S> <C> <C> <C> <C>
Charles D. Brummel 69,000 54.5% $5.67 April 30, 2005
Edgar G. Martin 15,000 11.9% $8.75 December 30, 2008
Ronald L. Farnsworth 5,000 4.0% $8.75 December 30, 2008
Antoinette M. Poole 2,500 2.0% $8.75 December 30, 2008
</TABLE>
<PAGE>
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, 1998, 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 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, 1998, the aggregate outstanding
amount of all loans to officers and directors was approximately $6,730,000,
which represented approximately 23.2% of the Company's consolidated
shareholders' equity at that date. In addition, the Company had deposits from
Directors and Officers totaling $3,489,000 as of December 31, 1998.
No director or principal officer of the Company has a direct family
relationship with another director or executive officer of the Company.
<PAGE>
SECURITIES OWNERSHIP OF DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS
The following table sets forth as of February 12, 1999, 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
4,458,070 shares of the Company's common stock issued and outstanding. All
shares are held directly unless otherwise indicated.
<TABLE>
<CAPTION>
Name(1) Number of Percent of
Shares Class
<S> <C> <C>
Charles D. Brummel (Director/Officer)(2) 101,817(2) 2.38%
William A. Lansing (Director)(3) 20,784(3) *
Kenneth C. Messerle (Director)(4) 5,860(4) *
Glenn A. Thomas (Director)(5) 6,155(5) *
Ronald C. LaFranchi (Director)(6) 766,304(6) 17.18%
R.T. Green (Director)(7) 20,825(7) *
Robert Fullhart (Director)(8) 9,179(8) *
Edgar G. Martin (Officer)(9) 5,000(9) *
Antoinette M. Poole (Officer)(10) 26,060(10) *
Ronald L. Farnsworth (Officer)(11) 4,487(11) *
------
All Directors and Executive Officers
as a group (10 persons) 966,471(2-11) 21.68%
======= ======
</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 57,392 shares in the ESOP (1,076 of which
are allocated to Mr. Brummel's spouse). Also includes 41,400 shares covered
by stock options exercisable in 60 days.
(3)William A. Lansing holds 20,784 shares jointly with his spouse.
(4)Kenneth C. Messerle's holdings include 5,782 shares held jointly with his
spouse and 78 shares held jointly with his grandchildren.
(5)Glenn A. Thomas holds 5,905 shares jointly with his spouse and 250 shares
held jointly with his grandchildren.
(6)Includes 12,408 shares held in a custodial capacity for the benefit of minor
children.
(7)R.T. Green holds 2,063 shares jointly with his spouse and 13,928 shares in
the ESOP.
(8)Robert Fullhart holds 9,179 shares jointly with his spouse.
(9)Edgar G. Martin includes 5,000 shares covered by stock options exercisable
in 60 days.
(10)Antoinette M. Poole includes 239 shares held directly and 20,060 shares in
the ESOP.
(11)Ronald L. Farnsworth holds 4,487 shares in the ESOP (1,354 of which are
allocated to Mr. Farnsworth's spouse).
As of February 12, 1999, 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 964,504
shares, or 21.64% of the total shares outstanding. Trustees of the ESOP are
appointed by the Board of Directors and currently consists of Jim Donnelly,
Partner of Yergen & Meyer, North Bend, Oregon, Tim Salisbury, Chief Financial
Officer of Bay Area Hospital, and Antoinette M. Poole, Executive Vice President
and Loan Administrator of the Company.
<PAGE>
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 1999 Annual Meeting of Shareholders and any adjournments thereof.
Only holders of record of Company common stock at the close of business on
February 12, 1999 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 12, 1999, the Record Date, there were
4,458,070 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 881 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 966,471 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 21.68%
of the total shares outstanding and entitled to be voted at the Meeting.
<PAGE>
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,
1998. The audit services performed by such firm during 1998 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 1999. 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, 1998 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 at the beginning of this
document. 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 1998 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, 1999. 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 19, 1999
By order of the Board of Directors,
/S/Chuck Brummel
Chuck Brummel
Chairman of the Board
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 14,1999
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 14, 1999, 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 2002:
Charles D. Brummel *** Kenneth C. Messerle
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: , 1999
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.
