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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
GEORGIA BANK FINANCIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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GEORGIA BANK FINANCIAL CORPORATION
3530 WHEELER ROAD
AUGUSTA, GEORGIA 30909
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on April 14, 1999
TO THE SHAREHOLDERS OF GEORGIA BANK FINANCIAL CORPORATION:
You are hereby notified that the 1999 Annual Meeting of Shareholders (the
"Annual Meeting") of Georgia Bank Financial Corporation, a Georgia corporation
(the "Company"), will be held at the offices of the Company located at 3530
Wheeler Road, Augusta, Georgia on April 14, 1999, at 4:00 p.m., Eastern time for
the following purposes:
1. To elect nine (9) directors to serve for a term ending on the date of
the 2000 Annual Meeting of Shareholders or until their respective
successors shall have been elected and qualified;
2. To transact such other business as may properly come before the Annual
Meeting or an adjournment thereof.
Shareholders of record at the close of business on March 24, 1999, are the
only shareholders entitled to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors
Travers W. Paine III
Corporate Secretary
Augusta, Georgia
March 26, 1999
EACH SHAREHOLDER IS URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY
IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN THE EVENT A SHAREHOLDER DECIDES TO
ATTEND THE MEETING, HE OR SHE MAY, IF SO DESIRED, REVOKE THE PROXY AND VOTE THE
SHARES IN PERSON. YOUR BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE NOMINEES
FOR DIRECTORS.
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GEORGIA BANK FINANCIAL CORPORATION
3530 WHEELER ROAD
AUGUSTA, GEORGIA 30909
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 14, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders (the "Meeting") of Georgia
Bank Financial Corporation (the "Company") to be held on April 14, 1999, at 4:00
p.m., Eastern time and at any adjournment thereof, for the purposes set forth in
this Proxy Statement. THE ACCOMPANYING PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY. The Annual Meeting will be held at the principal
executive office of the Company located at 3530 Wheeler Road, Augusta, Georgia,
30909. This Proxy Statement and the accompanying Form of Proxy were first mailed
to shareholders on or about March 26, 1999. The Company's 1998 Summary Annual
Report to Shareholders and Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998, accompany this Proxy Statement.
VOTING AND REVOCABILITY OF PROXY APPOINTMENTS
The Company has fixed March 24, 1999, as the record date (the "Record
Date") for determining the shareholders entitled to notice of and to vote at the
Meeting. The Company's only class of stock is its common stock, par value $3.00
per share (the "Common Stock"). At the close of business on the Record Date,
there were outstanding and entitled to vote 1,820,368 shares of the Common Stock
held by approximately 720 shareholders of record, with each share being entitled
to one vote. There are no cumulative voting rights. A majority of the
outstanding shares of the Common Stock represented at the Meeting, in person or
by proxy, will constitute a quorum. In determining whether a quorum exists at
the Meeting for purposes of all matters to be voted on, all votes "for" or
"against", as well as all abstentions (including votes to withhold in certain
cases), will be counted.
All proxies will be voted in accordance with the instructions contained in
the proxies. If no choice is specified, proxies will be voted "FOR" the election
to the Board of Directors of all nominees listed below under "ELECTION OF
DIRECTORS," and at the proxy holders' discretion on any other matter that may
properly come before the Meeting. Any shareholder may revoke a proxy given
pursuant to this solicitation prior to the Meeting by delivering an instrument
revoking it, by delivering a duly executed proxy bearing a later date to the
Company, or by attending the Meeting and voting in person. All written notices
of revocation or other communications with respect to revocation of proxies
should be addressed as follows: Georgia Bank Financial Corporation, 3530 Wheeler
Road, Augusta, Georgia, 30909, Attention: Ronald L. Thigpen, Executive Vice
President.
The costs of preparing, assembling and mailing the proxy materials and of
reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy materials to the
beneficial owners of shares held of record will be borne by the Company. Certain
officers and employees of the Company or its subsidiaries, without additional
compensation, may use their personal efforts, by telephone or otherwise, to
obtain proxies in addition to this solicitation by mail. The Company expects to
reimburse brokers, banks, custodians, and other nominees for their reasonable
out-of-pocket expenses in handling proxy materials for beneficial owners of the
Common Stock held in their names.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of Directors shall consist
of not less than five nor more than twenty-five directors, with the exact number
to be determined by the Board of Directors, each having a term of office of one
year and continuing thereafter until his or her successor has been elected and
has qualified. The Board
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has established nine as the number of persons to constitute the Board of
Directors for the coming year, and has nominated the following persons to serve
for one year and until their successors are elected and qualified:
<TABLE>
<CAPTION>
Position with Position with
Name Age the Company the Bank (1)
---- --- ----------- ------------
<S> <C> <C> <C>
William J. Badger 48 Director Director
R. Daniel Blanton 48 President, Chief President, Chief
Executive Officer Executive Officer
and Director and Director
William P. Copenhaver 74 Director Director
Edward G. Meybohm 55 Vice Chairman and Chairman of the Board
Director and Director
Travers W. Paine III 51 Corporate Secretary Corporate Secretary
and Director and Director
Robert W. Pollard, Jr. 48 Chairman of the Board, Vice Chairman and
and Director Director
Randolph R. Smith, M.D. 55 Director Director
Ronald L. Thigpen 47 Executive Vice President Executive Vice President
Chief Operating Officer Chief Operating Officer
and Director and Director
John W. Trulock, Jr. 53 Director Director
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</TABLE>
(1) Georgia Bank & Trust Company of Augusta, the Company's commercial banking
subsidiary (the "Bank").
Each of the nominees is currently a director of the Company, and has been
nominated by the Board to serve for an additional term. When properly executed
and returned the enclosed Form of Proxy will be voted as specified thereon. If
any nominee is unable or fails to accept nomination or election (which is not
anticipated), the persons named in the proxy as proxies, unless specifically
instructed otherwise in the proxy, will vote for the election in his or her
stead of such other person as the Company's existing Board of Directors may
recommend. The Bylaws of the Company require that any nominee for election as a
director not nominated by the Board be submitted to the Secretary of the
Company, along with certain information about the nominee, not later than March
31, 1999.
Directors are elected by a plurality of the votes cast by the holders of
the Common Stock at a meeting at which a quorum is present. A "plurality" means
that the individuals who receive the largest number of votes cast are elected as
directors up to the maximum number of directors to be chosen at the meeting.
Consequently, any shares not voted (whether by abstention, broker non-vote or
otherwise) have no impact on the election of directors except to the extent that
the failure to vote for an individual results in another individual receiving a
larger number of votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NINE
NOMINEES PREVIOUSLY NAMED.
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DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY AND THE BANK
No director or executive officer of the Bank or Company is related to any
other director or executive officer, except that Robert W. Pollard, Jr. is the
brother-in-law of R. Daniel Blanton. No director or executive officer currently
serves as an officer or director of any other financial institution.
All directors of the Company and the Bank will serve until the next annual
meeting of the shareholders of the Company and the Bank, respectively, or until
their successors are elected and have qualified. Officers of the Company and
the Bank serve at the pleasure of their respective Board of Directors.
The following additional information has been supplied by the directors and
officers of the Company and Bank.
William J. Badger, a Director of the Bank and the Company since the
organization of each (November 1988 and February 1992, respectively) has been
the President of Howard Lumber Company, a dealer in building materials and
supplies, since 1978. Prior to that time, he served as treasurer and worked in
sales for the company. Mr. Badger received his Bachelor of Arts degree from the
University of Georgia in 1972. He is active in the Kiwanis Club, the
Construction Suppliers Association of Georgia, and the Augusta Builders
Exchange.
James G. Blanchard, Jr. was elected a Director of the Bank in 1996. Mr.
Blanchard is a senior partner in the law firm of Fleming, Blanchard, Jackson &
Durham, P.C. He has actively practiced law since 1968. Mr. Blanchard is a native
of Evans, Georgia, and graduated from Georgia Southern University. He received
his law degree from the Cumberland School of Law at Samford University in
Birmingham, Alabama. Mr. Blanchard was an organizing director of Georgia State
Bank in 1970 and continued his service through the acquisition by Georgia
Railroad Bank & Trust Company in 1986. He later served on the Board of Directors
of Citizens Bank & Trust Company of Evans, Georgia. Mr. Blanchard serves as the
attorney for the Columbia County Board of Education, Associate Judge of the
Columbia County Juvenile Court and is City Attorney for the City of Grovetown,
Georgia.
J. Pierce Blanchard, Jr. began his service with the Bank in March, 1994 as
Group Vice President and Columbia County Executive. In November, 1995 he was
designated as Marketing Officer responsible for business development activities,
branch administration and the overall marketing plan for the Bank. In October,
1997 Mr. Blanchard was elected Executive Vice President responsible for business
development and branch administration. He was formerly employed as the President
and Chief Executive Officer of Citizens Bank & Trust Company in Evans, Georgia,
from 1989 until March, 1994. He also served with First Union National Bank and
its predecessor, Georgia Railroad Bank & Trust Company from 1979 until 1989. Mr.
Blanchard received his Bachelor of Business Administration degree from Georgia
Southern University and is a graduate of the Georgia Banking School and the
Graduate School of Banking of the South at Louisiana State University. He
currently serves as Chairman of the Board of the United Way of the CSRA, as
member of the Board of Directors of the Private Industry Council, Senior
Citizens Council of Greater Augusta, CSRA Development companies, the Residential
Care Facilities for the Elderly Authority of Columbia County, Columbia Augusta
Medical Center and Treasurer of the Shield Club of Greater Augusta.
R. Daniel Blanton has been President and Chief Executive Officer of the
Company and the Bank since October, 1997, and has been a Director of the Company
since it was formed. He has been a Director of the Bank since June, 1990 and
held the title of Executive Vice President and Senior Lending Officer of the
Bank since it was organized until October, 1997. He was named Chief Operating
Officer of the Company and the Bank in November, 1995. Mr. Blanton was Vice
President of The Bank of Columbia County in Martinez, Georgia, from 1987 to
1988. From 1986 to 1987, he was self-employed as a real estate developer. He is
the President and Owner of Summerville Land Co., Inc., a real estate development
company operating in Richmond and Columbia Counties. From 1976 to 1986, Mr.
Blanton served as the Senior Vice President and Senior Lending Officer of
Georgia State Bank in Martinez, Georgia. A graduate of Georgia Military College,
Mr. Blanton received his Bachelor of Science Degree from Clemson University in
1973 and received further training at the Georgia Banking School in 1982. He
graduated from the Graduate School of Banking of the South at Louisiana State
University in 1985. He is Chairman of the Board of Directors of the Family
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Y and serves on the board of CSRA Regional Development Companies and is a member
of its Executive Loan Review Committee. Mr. Blanton is Chair of the Georgia
Bankers Association Credit Committee and serves on the Board of Fore! Augusta
Foundation and the Juvenile Diabetes Foundation, Augusta Chapter.
W. Marshall Brown, a Director of the Bank since May, 1998, is a Financial
Consultant with J. C. Bradford & Company in Augusta, Georgia. Mr. Brown
previously served as Executive Vice President of NationsBank Corporation and
President of NationsBank Richmond County from 1987-1997. He currently serves as
Vice Chairman of the Georgia Department of Industry, Trade & Tourism; President
of Augusta Technical College Foundation and President of the Greater Augusta
Arts Council. He is immediate Past Chairman of the Metro Augusta Chamber of
Commerce. Mr. Brown serves on the Board of Augusta State University Foundation,
The National Science Discovery Center, Augusta Country Club and The Pinnacle
Club. He holds a Business Administration degree from Francis Marion University
where he received the Outstanding Alumnus Award in 1989. He is a member of Reid
Memorial Presbyterian Church.
William P. Copenhaver, a Director of the Company since its formation and a
Director of the Bank since September, 1991, is a private investor and the
retired Chairman of the Board and President of Columbia Nitrogen Corporation and
Nipro, Inc., positions he held until 1991. Mr. Copenhaver is a graduate of
Virginia Polytechnic Institute and State University and the Harvard University
Business School. He currently serves on the Board of Directors of Thermal
Ceramics, The Creel Foundation, Inc., the Greater Augusta Community Foundation,
Inc. and the Pinnacle Club, Inc. A resident of Augusta since 1971, Mr.
Copenhaver is a member of the Augusta National Golf Club, the West Lake and
Augusta Country Clubs, and St. John's Methodist Church. Mr. Copenhaver
previously served on the Board of Directors of Arcadian Corporation, Georgia
Power, Laroche Chemical, Millhaven Corporation and the Southern Company.
Warren A. Daniel, a Director of the Bank since July, 1990, has been an
agent for Northwestern Mutual Life Insurance Company since 1978. He is also
President of Group & Benefits Consultants, Inc. Prior to 1978, Mr. Daniel was a
Loan Officer with SunTrust Bank in Augusta. He is a graduate of Richmond Academy
in Augusta and received his Bachelor of Business Administration degree from the
University of Georgia in 1970. Mr. Daniel's professional designations include
Chartered Life Underwriter and Chartered Financial Consultant. He currently
serves as a Director of Howard Lumber and is past Chairman of the Metro Augusta
Chamber of Commerce and is active in other civic and business organizations.
Patricia E. Leopard has served as Senior Vice President and Director of
Marketing of the Company and Group Vice President and Director of Marketing of
the Bank since October, 1997. She previously held the title of Chief Operations
Officer. Mrs. Leopard has been with the Bank since its formation in 1988, having
previously served as Vice President of First Union National Bank and its
predecessor Georgia Railroad Bank, and was Senior Vice President of Georgia
State Bank prior to its acquisition by Georgia Railroad Bank. A native of
Augusta, she is a graduate of Aquinas High School and attended Augusta State
University. Mrs. Leopard formerly served as State President of Financial Women
International, President of the Augusta Chapter of the American Institute of
Banking, Vice President and Board member of Safe Homes of Augusta, Inc., Ticket
Chairman of the Augusta Invitational Rowing Regatta and Treasurer of the Augusta
Junior Rowing Association. She currently serves as Chair-Person of the American
Institute of Banking, Georgia Chapter. She is an honor graduate of the Georgia
Bankers Association Operations School. Mrs. Leopard also serves on the Board of
Directors of the March of Dimes and the Board of Directors and Executive
Committee of the CSRA Partnership for Community Health, Inc.
Dr. Shirley A. R. Lewis, a Director of the Bank since August, 1994, is the
President of Paine College in Augusta, Georgia. She earned a Ph.D. in Education
from Stanford University and M.S.W. and B.A. degrees from the University of
California, Berkeley. She also holds a Certificate in African Studies from the
joint program of the University of London and University of Ghana. Prior to
assuming the Presidency at Paine College in 1994, Dr. Lewis served as Assistant
General Secretary of the Black College Fund of the General Board of Higher
Education and Ministry of the United Methodist Church in Nashville, Tennessee
since 1986. She is a past member of the College of Education Planning Committee
for the Africa University in Mutare, Zimbabwe. She is the author of numerous
articles and research memoranda on higher education, language arts, historically
black colleges and universities, and teacher training. Dr. Lewis participates in
a variety of civic, educational and service activities including the United
Negro
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College Fund, the Association of Governing Boards, and the National Association
of Independent Colleges and Universities. She is a member of the Board of
Directors of the Morris Museum and the Medical College of Georgia Research
Institute, and she is a member of Augusta Rotary Club.
Tom C. McLaughlin has served as Group Vice President and Senior Lending
Officer of the Bank since October, 1997. He previously served as Senior Vice
President and Commercial Loan Officer since 1993, and has been with the Bank
since 1991. His career in the financial services industry began in 1970 with
C.I.T. Financial in Augusta and continued with that firm until his employment
with Georgia State Bank in December 1983. A native Augustan, Mr. McLaughlin
attended public schools in Richmond County and graduated from Carlisle Military
Academy in 1967. He graduated from the Graduate School of Banking of the South
at Louisiana State University in 1997.
Edward G. Meybohm has served as Vice Chairman of the Company's Board of
Directors since its formation and is the current Chairman of the Bank's Board of
Directors and the Asset/Liability and Investment Committee of the Bank's Board.
He has been the President of Meybohm Realty, Inc., a real estate brokerage firm,
since 1977. Prior to 1977, Mr. Meybohm worked at Southern Finance Corporation,
where he was employed from 1970. Mr. Meybohm, a native of Harlem, Georgia,
received his Bachelor of Science degree in Education from Georgia Southern
University in 1964. He served as a member of the Board of Directors of Georgia
State Bank, Martinez, Georgia, from November 1983 through December 1985, when
Georgia State Bank merged with Georgia Railroad Bank. Thereafter, Mr. Meybohm
continued to serve on the Columbia County Advisory Board of Georgia Railroad
Bank and its successor, First Union National Bank of Georgia, until his
resignation in June, 1988. Mr. Meybohm is past President of the Georgia
Association of Realtors, a past Chairman of the Metro Augusta Chamber of
Commerce and is active in other civic and business organizations. He is
currently a member of the Board of Governors of Augusta Country Club, Inc., and
a member of the Georgia State Board of Education.
Grey B. Murray, a Director of the Bank since May, 1998, is a native of
Augusta. He is graduate of Richmond Academy and Clemson University. He currently
serves as Vice President of United Brokerage Company, Inc. Mr. Murray has served
on the University Hospital Foundation Board and attends St. Paul's Episcopal
Church.
Travers W. Paine III, a Director and Corporate Secretary of the Company
since its formation and a Director and Corporate Secretary of the Bank since it
was organized, is a partner in the law firm of Paine Little LLP, of Augusta.
After graduating from Richmond Academy in Augusta, Mr. Paine received his
Bachelor of Business Administration and Juris Doctor degrees from the University
of Georgia in 1970 and 1973, respectively. Active in civic, business and
professional organizations, he is a member of the Forum Committee on Health Law
of the American Bar Association and the American Health Lawyers Association. Mr.
Paine is a member of the National Association of Bond Lawyers and is a former
member of the City Council of Augusta. He is a member of the Board of Directors
of numerous closely held companies, including Southmed Management, Inc., a
medical consulting company, and R. W. Allen & Associates, Inc., a construction
company.
Robert W. Pollard, Jr. has been a Director of the Company and the Bank
since August, 1994. In April, 1995, he was elected Chairman of the Board of the
Company and Vice Chairman of the Bank. He also serves as Chairman of the
Executive Committee and Compensation Committee of the Company's Board. He is
President of Pollard Lumber Company, Inc., a lumber manufacturer located in
Appling, Georgia. He is a native of Appling, Georgia, and attended Harlem High
School. He also attended the University of Georgia and received his Bachelor of
Science degree in Forest Resources. Mr. Pollard has served on the Board of
Directors of the Southeastern Lumber Manufacturers Association, the Georgia
Forestry Association and as Chairman of the Southern Timber Council. He
currently serves on the Board of Trustees of Westminster Schools and is a member
and Deacon of Kiokee Baptist Church in Appling.
Larry S. Prather, a Director of the Bank since January 1, 1993, was
previously an organizer and member of the Board of Directors of FCS Financial
Corporation and First Columbia Bank. He has been self-employed as the President
and owner of Prather Construction Company, Inc., a utility and grading
contractor, for the past twenty-six years. A native of Columbia County, Mr.
Prather has served as a member of the Columbia County Board of Education and as
Chairman of the Columbia County Board of Commissioners. He is also a past
Chairman of Columbia County Development Authority and continues to serve as a
member of the Authority. Mr. Prather is a graduate of Harlem High School and the
University of Georgia where he received a Bachelor of Science degree in Business
Administration.
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Milton Ruben, a Director of the Bank since November, 1998, has operated
various automobile dealerships in Augusta since 1979 and currently owns Milton
Ruben Chevrolet, Inc. He is a member of the National Automobile Dealers
Association, the Augusta Automobile Dealers Association, and the Georgia
Automobile Dealers Association. He serves as Treasurer for both the CSRA
Chevrolet Advertising Association and the Peach States Life Insurance Company.
Mr. Ruben is a former Zone Representative for the Chevrolet Dealer Council and
now serves as Zone Representative for the Jeep Dealer Council. Since 1992, he
has served on the Board of Directors of Chrysler/Plymouth/Jeep Southeast Ad
Association. Mr. Ruben holds a Bachelor of Business Administration from Tulane
University and a Master of Accountancy With Distinction from the University of
Georgia. Mr. Ruben previously served on the Board of Directors of the Jewish
Community Center, the Greater Augusta Chamber of Commerce and the University
Hospital Foundation.
Larry E. Sconyers, a Director of the Bank since August, 1994, is a native
of Richmond County. He is a graduate of the public school system of Richmond
County and the Augusta Technical Institute. In 1993, he was elected as a member
of the Richmond County Commission and served as its Chairman through 1995. Mr.
Sconyers was formerly Mayor/Chairman of the consolidated Augusta-Richmond County
Government. He is a past member of the Board of Directors of University Health
Care Foundation, Inc. He is the owner and President of Sconyers Bar-B-Que, Inc.,
a local family business started by his father.
James W. Smith, Jr. has been a Director of the Bank since May, 1998. He is
a native Augustan. He is a graduate of Richmond Academy and the General Motors
Training Center. He is the owner of Smitty's Auto Service/Smith Tire Company
located on Gordon Highway. He retired in 1996 from his auto service operation
which was founded in 1936 and is now a third generation family business. He has
served as President of the Automotive Service Association of Georgia and is past
Treasurer of Automotive Air Group National. Mr. Smith was the recipient of the
1995 Optimist Club's Service to Mankind Award, the 1996 Automotive Air Group
National Man of the Year Award and 1997 Augusta Clean and Beautiful Visionary
Award. Mr. Smith serves on the Board of Directors of the Metro Augusta Chamber
of Commerce as well as the University Hospital Authority and University Research
Board. He is President of Greater Augusta Progress, Inc. as well as founder of
Richmond County's Pride and Progress Committee, a member of the Hephzibah
Agricultural Club and member of the Christian Business Mens Club.
Randolph R. Smith, M.D. has been a Director of the Bank and Company since
each was organized and serves as Chairman of the Audit Committee of the
Company's Board. Dr. Smith is a specialist in plastic and reconstructive surgery
and a member of the medical staff of University Hospital in Augusta where he has
served as Chief of Staff and a member of the hospital's Board of Trustees. He
has practiced medicine in the Augusta area since 1978. Prior to that time, Dr.
Smith served his residency at the Medical College of Georgia in Augusta and Duke
University. He graduated from Richmond Academy in Augusta, received his Bachelor
of Science Degree from Clemson University in 1966 and his M.D. degree from the
Medical College of Georgia in 1970. Dr. Smith was awarded an honorary doctorate
from Clemson in 1997 for his volunteer services in developing countries. Dr.
Smith is an Augusta, Georgia native and is active in civic and professional
associations and has received The Book of Golden Deeds Award from The Exchange
Club of Augusta, The Paul Harris Fellowship award by the Rotary Club of Augusta,
the Civic Endeavor Award by the Richmond County Medical Society and the Jack A.
Raines Humanitarian Award presented by the Medical Association of Georgia for
1999.
Edward J. Tarver, a Director of the Bank since May, 1998, is a partner in
the law firm of Hull, Towill, Norman, Barrett & Salley in Augusta, Georgia. He
graduated from Augusta State University and received his J. D. degree in 1997
from the University of Georgia. Mr. Tarver is Vice Chairman of the Augusta Metro
Chamber of Commerce and a Director on the Boards of Augusta-Richmond County
Museum, the University of Georgia National Alumni Association and the Augusta
Chapter of the American Red Cross. He is past President, legal counsel and
current member of the Board of Directors of the East Georgia Easter Seal
Society. He is also serves as a member of the Board of Directors and legal
counsel for the Southeastern Technology Center Inc. He is Chairman of the St.
John Towers Advisory Board, and serves on the Augusta-Richmond County General
Aviation Commission. Mr. Tarver serves on the Attorney Advisory Committee for
the U.S. District Court for Southern District of Georgia and is an active member
of the Georgia Bar Association. As an active member of the Augusta Bar
Association, he has served on the Executive Committee, the Law Day Committee and
the Admissions
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Committee. He is a member of the Augusta Exchange Club. Mr. Tarver is a member
of Aldersgate United Methodist Church in Augusta.
Ronald L. Thigpen has served as Executive Vice President and Chief
Operating Officer of the Company and the Bank since October, 1997, having joined
the Company and the Bank as Chief Financial Officer upon the acquisition of FCS
Financial Corporation in December, 1992. He was elected to the Board of
Directors of both the Company and the Bank in April, 1995. He was previously
employed as the President and Chief Executive Officer of FCS Financial
Corporation and First Columbia Bank from January, 1991 to December, 1992. From
1971 through 1990, Mr. Thigpen served First Union National Bank, and its
predecessors Georgia Railroad Bank and Central Bank of Georgia, in a variety of
positions in Augusta, Macon, and Columbus Georgia. He received his Bachelor of
Business Administration degree from Augusta State University in 1973 and is a
1980 graduate of the Graduate School of Retail Bank Management at the University
of Virginia. He graduated from the Graduate School of Banking of the South at
Louisiana State University in 1985. He is a member of the Board of Directors of
the University Health Care Foundation and the Golden Harvest Food Bank. Mr.
Thigpen is Chairman of the Development Authority of Columbia County and also
serves on the national Board of Directors of the Financial Managers Society,
headquartered in Chicago, Illinois. Mr. Thigpen is President of the Rotary Club
of Columbia County and a member of the Hephzibah Agricultural Club. He is a
member of Wesley United Methodist Church.
Mr. John W. Trulock, Jr., a Director of the Company and the Bank since
April, 1995, is a native Augustan. He attended Augusta State University and is
a graduate of the University of Georgia, Athens, Georgia. Mr. Trulock has
served as an agent for Massachusetts Mutual Life Insurance Company in Augusta
since 1981. Mr. Trulock is a past President of the Exchange Club of Augusta,
the Augusta State University Alumni Association, Garden City Lions Club, and
Boys Club of Augusta as well as past Chairman of the Augusta College Foundation.
He is a member of Covenant Presbyterian Church where he has served as Deacon,
Elder, and Trustee.
DIRECTOR COMPENSATION
Directors of the Company and the Bank who are not employees of the Company
or the Bank receive a fee for their service on the Company and Bank Board equal
to $100 for each Board meeting attended. In addition non-employee Directors are
paid a $100 fee for each Company or Bank Board committee meeting attended.
Directors who are Company or Bank employees receive no compensation for their
service on the Company and Bank Boards or their committees.
COMPENSATION OF EXECUTIVE OFFICERS
Under rules established by the Securities and Exchange Commission, the
Company is required to provide certain data and information regarding the
compensation and benefits provided to its chief executive officer and other
executive officers, including the four other most highly compensated executive
officers who receive more than $100,000 in compensation. For purposes hereof,
only Mr. R. Daniel Blanton, the Company's Chief Executive Officer and Mr. Ronald
L. Thigpen, the Company's Chief Operating Officer are compensated at this level.
The disclosure requirements includes the use of tables and a report explaining
the rationale and considerations that led to executive compensation decisions.
The Compensation Committee has prepared the following report for inclusion in
this Proxy Statement in response to those requirements.
The Compensation Committee recommends to the Company Board of Directors
payment amounts and bonus award levels for executive officers of the Company and
the Bank. The following report reflects the compensation philosophy of the
Company and the Bank as endorsed by the Company's Board of Directors and the
Compensation Committee and resulting actions taken by the Company for the
reporting periods shown in the compensation table.
7
<PAGE>
COMPENSATION COMMITTEE REPORT
Overview
The Compensation Committee is composed entirely of individuals who are
outside directors and functions as a joint committee of the Company and Bank
Board of Directors. The Compensation Committee fully supports the Company's
philosophy that the relationship between pay and individual performance is
fundamental to a compensation program. Pay for performance relating to executive
officer compensation is composed of base salary, annual cash incentives and
long-term stock appreciation rights. The administration of executive officer
compensation is based not only on individual performance and contributions, but
also total Company performance relative to profitability measures and
shareholder interests. The Compensation Committee makes recommendations to the
Board to assure that competitive and fair compensation is provided to the
officers and employees in order to recruit and retain quality personnel. The
Compensation Committee periodically reviews and revises salary ranges and total
compensation programs for officers and employees and uses an outside consultant
to recommend salary ranges based upon current surveys of peer group market
salaries for specific jobs. The peer group that the Company analyses in
determining officer and employee compensation is similarly situated banking
organizations in the Southeast ranging in asset size of $100 million to $300
million and other banks that are direct competitors with the Company in its
markets.
Base Salary and Increases
In establishing executive officer salaries and increases, the Compensation
Committee considers individual performance, the relationship of base pay to the
existing salary market and increases in responsibility. The decision to increase
base pay is recommended by the chief executive officer and considered and
recommended to the full Board by the Compensation Committee. Information
regarding salaries paid by other financial institutions is obtained through
formal salary surveys and other means and is used in the decision process to
ensure competitiveness with the Company's peers and competitors.
The Company's general philosophy is to provide base pay competitive with
other banks and bank holding companies of similar size in the Southeast.
The Compensation Committee formally reviews the compensation paid to
executive officers in January of each year. Changes in base salary and the
awarding of cash incentives are based on overall financial performance and
profitability of the Company as compared to the Company's financial performance
objectives, and the individual performance.
Annual Cash Incentives
In 1997, the Company implemented an annual cash incentive program. The
Company utilizes cash incentives to better align pay with individual and Company
performance. Funding for the cash incentives is dependent on the Company
attaining performance thresholds for earnings per share. The performance
objectives promote a group effort by all key managers. Once these thresholds are
attained, the Compensation Committee, based in part upon recommendations of the
chief executive officer, may consider and recommend to the full Board awards to
those officers who have made superior contributions to Company profitability as
measured and reported against the performance goals established at the beginning
of the year. This philosophy will better control overall expenses associated
with salary increases by reducing the need for significant annual base salary
increases as a reward for past performance, and places more emphasis on annual
profitability and the potential rewards associated with future performance.
Market information regarding salaries is used to establish competitive rewards
that are adequate to motivate strong individual performance during the year.
8
<PAGE>
Long-Term Incentives
The Company has established a Long-Term Incentive Plan designed to motivate
sustained high levels of individual performance and align the interests of key
officers with those of the Company's shareholders by rewarding capital
appreciation and earnings growth. Upon recommendation by the Chief Executive
Officer, and subject to approval by the Compensation Committee, stock
appreciation rights may be awarded annually to those key officers whose
performance during the year has made a significant contribution to the Company's
long-term growth. Generally, stock appreciation rights are not grants or
issuances of Company stock, but rather constitute a right to receive an amount
of money in the future that is based upon the appreciation in the market value
of the Company's common stock. Stock appreciation rights awarded in 1997 totaled
31,000 shares at a base price of $17.75 per share. The value of the stock
appreciation rights are established over a five-year period and the grantee
vests in such rights value over a ten year period. This ten year vesting period
is intended to promote long-term employment and continued contribution by those
key officers. No stock appreciation rights were awarded in 1998.
1998 Performance; Chief Executive Officer Compensation
The Company's performance for the most recent five-year period has improved
each year, and the Company met or exceeded its asset growth and profitability
goals for 1998. In addition, the Company continued to excel in non-financial
performance areas, as the Company successfully addressed its policy objectives
relating to customers, employees and communities.
Mr. Blanton's compensation awards in 1998 were based upon the Compensation
Committee's assessment of the Company's financial and non-financial performance
and Mr. Blanton's individual performance. Mr. Blanton was named President and
Chief Executive Officer of the Company and Bank in October, 1997. Prior to being
named Chief Executive Officer, Mr. Blanton served as Executive Vice President
and Chief Operating Officer of the Company and Bank. Based on Mr. Blanton's
responsibilities, achievement and performance, the Company's performance and the
compensation paid to chief executive officers of peer banks and bank holding
companies, Mr. Blanton received a salary of $120,000 in 1998. In addition, based
on the factors discussed herein, Mr. Blanton earned a cash incentive payment of
$34,800 for 1998. In 1997, the Board of Directors of the Company, based upon the
recommendation of the Compensation Committee, awarded Mr. Blanton 5,000 stock
appreciation rights.
$1 Million Deduction Limit
At this time, the Company does not appear to be at risk of losing
deductions under the $1 million deduction limit on executive pay established
under Section 162(m) of the Internal Revenue Code of 1986. As a result, the
Compensation Committee has not established a policy regarding this limit.
Employment and Severance Contracts
The Company presently has no employment or severance contracts with any
officer or employee of the Company or the Bank.
Summary
In summary, the Compensation Committee believes that the compensation
program of the Company is reasonable and competitive with compensation paid by
other financial institutions of similar size. The program is designed to reward
managers for superior individual, Company and share value performance. The
compensation program incorporates a shareholder point of view in several
different ways. The Compensation Committee monitors the various guidelines that
make up the program and may adjust them, as it deems appropriate to continue to
meet Company and shareholder objectives.
Robert W. Pollard, Jr., Chairman William P. Copenhaver
E. G. Meybohm Warren A. Daniel
9
<PAGE>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Awards
------------
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus SARs (#) Compensation(7)
- ------------------------ ---------- ---------- ------------ ----------- ---------------
<S> <C> <C> <C> <C> <C>
R. Daniel Blanton 1998 $120,000 $34,800(1) -0- $6,300
President & 1997 112,044 22,409(2) 5,000 3,600
Chief Executive Officer 1996 94,500 18,780(3) -0- 2,835
Ronald L. Thigpen 1998 $100,000 $29,000(4) -0- $5,291
Executive Vice President & 1997 90,727 18,145(5) 5,000 3,000
Chief Operating Officer 1996 86,100 13,444(6) -0- 2,583
</TABLE>
________________________
(1) This bonus amount was paid to Mr. Blanton in February 1999 relating to 1998
performance objectives.
(2) This bonus amount was paid in February 1998 relating to 1997 performance
objectives.
(3) Includes $3,780 paid into a deferred bonus plan during 1996 requiring 10
years of service and attainment of age 55 for vesting.
(4) This bonus amount was paid to Mr. Thigpen in February 1999 relating to 1998
performance objectives.
(5) This bonus amount was paid in February 1998 relating to 1997 performance
objectives.
(6) Includes $3,444 paid into a deferred bonus plan during 1996 requiring 10
years of service and attainment of age 55 for vesting.
(7) Reflects the annual 401(k) contribution of the Company. In the liquidation
of the non-qualified deferred bonus plan in 1998, the cash payments to Mr.
Blanton and Mr. Thigpen were $15,105 and $14,128, respectively. Such
amounts were previously included in "All Other Compensation" as reported
annually.
10
<PAGE>
AGGREGATED FISCAL YEAR-END SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised SARs at FY-End (#) SARs at FY-End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable (1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
R. Daniel Blanton
President & 0/5000 $0/47,500
Chief Executive Officer
Ronald L. Thigpen
Executive Vice President & 0/5000 $0/47,500
Chief Operating Officer
</TABLE>
________________________
(1) Value is calculated as the difference between the market price of a share of
Company Common Stock on December 31, 1998 ($27.25 per share) and the Base
Price of the SARs ($17.75 per share).
BENEFIT PLANS
The Bank has an employee savings plan that qualifies as a deferred salary
arrangement under Section 401(k) of the Internal Revenue Code of 1986, as
amended. Under the Plan, participating employees may defer a portion of their
pre-tax earnings, up to the Internal Revenue Service annual contribution limit.
The Bank has the option to make an annual discretionary contribution to the
Plan. For the year ended December 31, 1998, the Bank contributed $143,641 to the
Plan, which represented 4% of the annual compensation of all eligible employees.
During 1994, the Bank adopted a non-qualified deferred bonus plan for certain
officers of the Bank. Under the plan, the Bank has the option to make an annual
discretionary contribution to the plan. For the year-ended December 31, 1997,
the Bank contributed $37,692 to the plan. In 1998, no contribution was made to
the plan and the Compensation Committee, in connection with a review of overall
benefits plans for officers, liquidated the plan with a cash payment to all
participants.
In 1997, the Company established a Long-Term Incentive Plan designed to
motivate and sustain high levels of individual performance and align the
interests of key officers with those of shareholders by rewarding capital
appreciation and earnings growth. Stock appreciation rights may be awarded
annually to those key officers whose performance during the year has made a
significant contribution to the Company's growth. It is anticipated that the
future performance of those individuals awarded stock appreciation rights will
continue to contribute to the Company's long-term growth. Participantion in the
Long-Term Incentive Plan replaced participation in the non-qualified deferred
bonus plan for those key officers who were awarded stock appreciation rights.
Stock appreciation rights awarded in 1997 totaled 31,000 shares at a base price
of $17.75 per share. No stock appreciation rights were awarded during 1998.
There were no stock options issued to or exercised or held by any director or
officer of the Company or Bank during 1998.
11
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 1, 1999, with
respect to the directors, executive officers and certain other members of the
Company's and Bank's management and any shareholder of the Company known to
Company to own 5% or more of the Company's Common Stock:
<TABLE>
<CAPTION>
Position(s) with the Company Number of Shares Percentage of
Name and Address and the Bank (1) Beneficially Owned (2) Ownership (3)
- ------------------------------------ ---------------------------- --------------------- --------------
<S> <C> <C> <C>
William J. Badger Director 27,019 (4) 1.48%
P. O. Box 1039
Evans, Georgia 30809
J. Pierce Blanchard, Jr. Executive Vice President - 1,312 (5) 0.07%
3530 Wheeler Road Branch Administration
Augusta, Georgia 30909 of the Bank
James G. Blanchard, Jr. Director of the Bank 18,645 (6) 1.02%
610 High Hampton Drive
Martinez, GA 30907
R. Daniel Blanton Director, President and 142,981 (7) 7.85%
3530 Wheeler Road Chief Executive Officer
Augusta, Georgia 30909
W. Marshall Brown Director of the Bank 800 0.04%
633 Berckman Road
Augusta, Georgia 30904
William P. Copenhaver Director 19,680 (8) 1.08%
3531 Interlachen Road
Martinez, Georgia 30907
Warren A. Daniel Director of the Bank 7,839 (9) 0.43%
P. O. Box 14445
Augusta, Georgia 30919
Patricia E. Leopard Senior Vice President and Director 8,882 (10) 0.49%
3530 Wheeler Road of Marketing of the Company and
Augusta, Georgia 30909 Group Vice President and Director
of Marketing of the Bank
Dr. Shirley A. R. Lewis Director of the Bank -- --
1238 Beman Street
Augusta, Georgia 30904
Tom C. McLaughlin Group Vice President 837 0.05%
3530 Wheeler Road and Senior Lending
Augusta, Georgia 30909 Officer of the Bank
Edward G. Meybohm Vice Chairman of the 87,650 (11) 4.81%
3523 Walton Way Board of the Company
Augusta, Georgia 30909 and Chairman of the
Board of the Bank
</TABLE>
12
<PAGE>
<TABLE>
<S> <C> <C> <C>
Grey B. Murray Director of the Bank 500 0.03%
496 Laney-Walker Blvd.
Augusta, Georgia 30901
Travers W. Paine III Corporate Secretary 28,377 (12) 1.56%
945 Broad Street and Director
Suite 220
Augusta, Georgia 30901
Robert W. Pollard, Jr. Chairman of the Board 153,924 (13) 8.46%
6313 Keg Creek Road of the Company, Vice
Appling, Georgia 30802 Chairman of the Board
of the Bank
Larry S. Prather Director of the Bank 9,788 (14) 0.54%
302 Louisville Street
Harlem, Georgia 30907
Milton Ruben Director of the Bank 1,000 0.05%
3514 Washington Road
Augusta, Georgia 30907
Larry E. Sconyers Director of the Bank -- --
3052 Richmond Hill Rd.
Augusta, Georgia 30906
James W. Smith, Jr. Director of the Bank 400 0.02%
1423/1417 Gordon Highway
Augusta, Georgia 30901
Randolph R. Smith, MD Director 94,441 (15) 5.19%
811 Thirteenth Street
Suite 28, Bldg. 3
Augusta, Georgia 30901
Edward J. Tarver Director of the Bank -- --
700 SunTrust Bank Building
801 Broad Street
Augusta, Georgia 30901
Ronald L. Thigpen Director, Executive Vice President 6,027 (16) 0.33%
3530 Wheeler Road and Chief Operating Officer
Augusta, Georgia 30909
John W. Trulock, Jr. Director 393 .02%
5-B George C. Wilson Court
Augusta, Georgia 30909
All executive officers and directors 610,495 33.54%
of the Company and Bank as a group
(22 persons)
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Other Beneficial Owners of Greater than 5% of the Company's Common Stock
- ------------------------------------------------------------------------
<S> <C> <C>
Estate of Robert W. Pollard, Sr. 319,231 (17) 17.54%
5975 Washington Road
Appling, Georgia 30802
Levi A. Pollard 126,961 (18) 6.97%
3310 Scotts Ferry Road
Appling, Georgia 30802
</TABLE>
________________________
1. Each person holds the offices and directorships listed with both the Company
and the Bank unless otherwise noted.
2. Information relating to beneficial ownership of Common Stock by directors is
based upon information furnished by each person using "beneficial ownership"
concepts set forth in the rules of the Securities and Exchange Commission
("SEC") under the Securities and Exchange Act of 1934, as amended. Under
such rules, a person is deemed to be a "beneficial owner" of a security if
that person has or shares "voting power", which includes the power to vote
or direct the voting of such security, or "investment power", which includes
the power to dispose of or to direct the disposition of such security. The
person is also deemed to be a beneficial owner of any security of which that
person has right to acquire beneficial ownership within 60 days. Under such
rules, more than one person may be deemed to be a beneficial owner of the
same securities, and a person may be deemed to be a beneficial owner of
securities as to which he or she may disclaim any beneficial ownership.
Accordingly, nominees are named as beneficial owners of shares as to which
they may disclaim any beneficial interest. Except as indicated in other
notes to this table describing special relationships with other persons and
specifying shared voting or investment power, directors possess sole voting
and investment power with respect to all shares of Common Stock set forth
opposite their names.
3. Based on 1,820,368 shares issued and outstanding. There are no options to
purchase the Common Stock outstanding.
4. Includes 2,566 shares held by Mr. Badger's wife in an IRA and 575 shares
held by Mr. Badger in an IRA.
5. Includes 1,179 shares held in Mr. Blanchard's IRA and 133 shares held
jointly with Mr. Blanchard's wife.
6. Includes 14,739 shares in a Profit Sharing Plan of which Mr. Blanchard is a
beneficiary, 1,915 shares in Mr. Blanchard's wife in an IRA, 460 shares held
jointly with Mr. Blanchard's wife and 1,531 shares held in his IRA.
7. Includes 3,725 shares held in Mr. Blanton's IRA, 67,118 shares held by Mr.
Blanton's wife, 4,095 shares held jointly with Mr. Blanton's wife, 29,037
shares held in trust by Mr. Blanton's wife, as trustee, for their minor
children, and 1,760 shares held in Mr. Blanton's children's name.
8. Includes 1,557 shares held by Mr. Copenhaver's wife.
9. Includes 2,300 shares held in Mr. Daniel's IRA.
10. Includes 6,785 shares held by Mrs. Leopard's husband, mother and children,
350 shares held in Mrs. Leopard's husband's IRA and 350 shares held in Mrs.
Leopard's IRA.
11. Includes 1,050 in an IRA and 21,965 shares owned by a pension and profit
sharing plan as to which Mr. Meybohm is a beneficiary.
12. Includes 1,198 shares held by Mr. Paine's wife, 1430 shares held by his
minor children, 9,528 shares held by Mr. Paine in his IRA and 1,000 shares
held in Augusta Green Inc.
13. Includes 1,225 shares held by Mr. Pollard's wife and 38,119 shares held in
trust for their minor children, 555 shares held by Mr. Pollard's child, and
3,640 shares held in Mr. Pollard's IRA.
14. Includes 1,000 shares held in an IRA, 5,555 shares held by Prather
Construction Co. Profit Sharing Plan, as to which Mr. Prather is a trustee
and beneficiary.
15. Includes 24, 830 shares held in a pension and profit sharing plan as to
which Dr. Smith is a beneficiary.
16. Includes 5,127 shares held in Mr. Thigpen's IRA and 400 shares held jointly
with Mr. Thigpen's wife.
17. Includes 1,231 shares held by Mr. Pollard's widow but excludes shares owned
by Mr. Pollard's adult children or held in trust by such persons for their
own minor children and shares held by his son-in-law, Mr. Blanton, as to all
of which the estate of Mr. Pollard disclaims beneficial ownership.
18. Includes 15,500 shares held in trust for Mr. Pollard's children.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and the Bank have had, and expect to have in the future,
banking and other business transactions in the ordinary course of business with
directors and officers of the Company and Bank and their related interests,
including corporations, partnerships or other organizations in which such
officers or directors have a controlling interest, on substantially the same
terms (including price, or interest rates and collateral) as those prevailing at
the time for comparable transactions with unrelated parties. Such transactions
have not and will not involve more than the normal risk of collectability nor
present other unfavorable features to the Company or the Bank.
14
<PAGE>
Loans outstanding to officers, directors and affiliates totaled $7,239,000
and aggregated 25.6% of the Company's shareholders' equity at December 31, 1998.
Deposit accounts with officers, directors and affiliates of the Company and the
Bank totaled $5,129,000 at December 31, 1998.
The law firm of Paine Little LLP, in which Mr. Paine is a partner, serves
as legal counsel to the Company and Bank in connection with a variety of
matters. Such services have been, and will continue to be, provided at rates
less than or equal to the prevailing rates in the Augusta area for comparable
services from unrelated parties. This representation has been approved by the
Board of Directors of the Company and Bank, with Mr. Paine abstaining.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors has an Executive Committee, Audit
Committee, and Compensation Committee.
The Executive Committee is responsible for making recommendations to the
Board on a variety of matters, including the nomination of individuals for
election to the Company's Board of Directors. During 1998, the Executive
Committee's members included: Robert W. Pollard, Jr., Chairman, R. Daniel
Blanton, William P. Copenhaver, Edward G. Meybohm, Travers W. Paine III, Dr.
Randolph R. Smith and Ronald L. Thigpen. The Executive Committee held four
meetings during 1998.
The Audit Committee meets, at a minimum, quarterly prior to the regular
Bank Board meeting and functions as a joint committee of the Company and the
Bank. The Company's internal auditor meets with this Committee and presents a
report. The chairman of the Audit Committee makes a report to the full Board of
Directors at the next scheduled meeting. The Audit Committee has the
responsibility of reviewing the Company's financial statements, evaluating
internal accounting controls; reviewing reports of regulatory authorities, and
determining that all audits and examinations required by law are performed. The
Committee recommends to the Board the appointment of the Company's independent
auditors for the next fiscal year, reviews and approves the internal auditors
audit program, and reviews with the independent auditors the results of the
annual audit and management's response thereto. During 1998, the Company's Audit
Committee members were Dr. Randolph R. Smith, Chairman, William J. Badger,
Marshall Brown and John W. Trulock, Jr. Robert W. Pollard, Jr. and E. G. Meybohm
are Ex-Officio members. The Audit Committee met four times during 1998.
The Compensation Committee is responsible for making recommendations to the
Company Board to assure that competitive and fair compensation is provided to
the officers and employees in order to recruit and retain quality personnel.
This Committee also functions as a joint committee of both the Company and Bank
Boards of Directors. This Committee periodically reviews and revises salary
ranges and total compensation programs for officers and employees using an
outside consultant to recommend salary ranges based upon current surveys of peer
group market salaries for specific jobs. During 1998, the Compensation Committee
was comprised of the following members: Robert W. Pollard, Jr., Chairman,
William P. Copenhaver, Warren A. Daniel and E. G. Meybohm. The Compensation
Committee held three meetings during 1998. See "Compensation Committee Report."
The full Board of Directors of the Company held four meetings, and the
Board of Directors of the Bank held thirteen meetings, during the year ended
December 31, 1998. All of the Directors of the Company attended at least 75% of
such meetings and the meetings of each committee on which they served.
SECTION 16(a) BENEFICIAL OWNERHSIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
regulations of the Securities and Exchange Commission thereunder require the
Company's executive officers and directors and persons who own more than ten
percent of the Company's Common Stock, as well as certain affiliates of such
persons, to file reports
15
<PAGE>
of initial ownership of the Company's Common Stock and changes in such ownership
with the Securities and Exchange Commission. Executive officers, directors and
persons owning more than ten percent of the Company's Common Stock are required
by Securities and Exchange Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on its review of the
copies of such forms received by it and written representations that no other
reports were required for those persons, the Company believes that, during the
fiscal year ended December 31, 1998 all filing requirements applicable to its
executive officers, directors, and owners of more than ten percent of the
Company's Common Stock were complied with in a timely manner.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG LLP, Atlanta, Georgia, acted as the Company's principal independent
certified public accountants for the fiscal year ended December 31, 1998. KPMG
LLP has been selected by the Board of Directors to act as the Company's
independent certified public accountants for the current fiscal year ending
December 31, 1999. Representatives of KPMG LLP are expected to be present at the
Shareholders' Meeting and will have the opportunity to make a statement if they
desire to do so and to respond to appropriate questions.
SHAREHOLDERS' PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of shareholders intended to be presented at the Company's 2000
Annual Meeting of Shareholders should be submitted to the Secretary of the
Company by certified mail, return receipt requested, and must be received by the
Company at its offices in Augusta, Georgia, on or before November 26, 1999, to
be eligible for inclusion in the Company's proxy statement and form of proxy for
that meeting.
OTHER MATTERS
Management of the Company is not aware of any other matter to be presented
for action at the Meeting other than those mentioned in the Notice of Annual
Meeting of Shareholders and referred to in this Proxy Statement. If any other
matters come before the Meeting, it is the intention of the persons named in the
enclosed Proxy to vote on such matters in accordance with their judgment. The
Bylaws of the Company required that any matter to be presented for action other
than those approved by the Board of Directors, the Chairman of the Board or the
President must be submitted to the Secretary of the Company by March 31, 1999.
A copy of the Company's 1998 Annual Report on Form 10-KSB is included
herewith and is also available without charge (except for exhibits) upon written
request to Georgia Bank Financial Corporation, 3530 Wheeler Road, Augusta,
Georgia, 30309, Attention: Ronald L. Thigpen, Executive Vice President.
By Order of the Board of Directors
Augusta, Georgia Travers W. Paine III
March 26, 1999 Corporate Secretary
16
<PAGE>
GEORGIA BANK FINANCIAL CORPORATION
3530 WHEELER ROAD
AUGUSTA, GEORGIA 30909
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF GEORGIA BANK FINANCIAL
CORPORATION FOR
THE 1999 ANNUAL MEETING OF SHAREHOLDERS
APRIL 14, 1999
The undersigned hereby appoints J. Pierce Blanchard, Jr. and Patricia E.
Leopard, and each of them, with full power of substitution, proxies to vote the
shares of stock which the undersigned could vote if personally present at the
1999 Annual Meeting of Shareholders of Georgia Bank Financial Corporation to be
held at 4.00 p.m., on April 14, 1999 at the principal offices of the Company,
3530 Wheeler Road, Augusta, Georgia, or at any adjournment thereof.
(1) Election of Directors:
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY TO VOTE
(expect as marked to the for all nominees listed
contrary) below:
William J. Badger Robert W. Pollard, Jr. Randolph R. Smith, M.D.
R. Daniel Blanton E. G. Meybohm Ronald L. Thigpen
William P. Copenhaver Travers W. Paine III John W. Trulock, Jr.
(Instruction: To withhold authority to vote for any individual nominee,
strike a line through that nominee's name)
CONTINUED ON REVERSE
(2) In their discretion, upon such other matters as may properly come
before the meeting.
[_] FOR [_] AGAINST [_] ABSTAIN
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTION OF THE
UNDERSIGNED AS MARKED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR"
THE NOMINEES LISTED.
Dated:__________________________, 1999
______________________________________
______________________________________
Signature(s) of Shareholder
Please sign exactly as name appears
hereon. If shares are held jointly each
shareholder should sign. Agents,
executors, administrators, guardians,
trustees, etc. should use full title. If
the shareholder is a corporation, please
sign full corporate name by an
authorized officer.
PLEASE FILL IN, DATE AND SIGN THE PROXY AND RETURN IN THE ENCLOSED POSTPAID
ENVELOPE.
