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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 240.14a-12
GEORGIA BANK FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(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:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
GEORGIA BANK FINANCIAL CORPORATION
3530 Wheeler Road
Augusta, Georgia 30909
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on April 19, 2000
TO THE SHAREHOLDERS OF GEORGIA BANK FINANCIAL CORPORATION:
You are hereby notified that the 2000 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 19, 2000, at 4:00 p.m., Eastern time for the
following purposes:
1. To elect ten (10) directors to serve for a term ending on the date of
the 2001 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 Meeting
or an adjournment thereof.
Shareholders of record at the close of business on March 29, 2000, are the
only shareholders entitled to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors
/s/ Travers W. Paine III
------------------------
Travers W. Paine III
Corporate Secretary
Augusta, Georgia
March 29, 2000
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.
<PAGE>
GEORGIA BANK FINANCIAL CORPORATION
3530 Wheeler Road
Augusta, Georgia 30909
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To be Held on April 19, 2000
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 19, 2000, 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 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 29, 2000. The Company's 1999 Summary Annual
Report to Shareholders and Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999, accompany this Proxy Statement.
VOTING AND REVOCABILITY OF PROXY APPOINTMENTS
The Company has fixed March 29, 2000, 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 2,093,152 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
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office of one year and continuing thereafter until his or her successor has been
elected and has qualified. The Board has established ten 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 49 Director Director
R. Daniel Blanton 49 President, Chief President, Chief
Executive Officer Executive Officer
and Director and Director
William P. Copenhaver 75 Director Director
Warren A. Daniel 52 Director Director
Edward G. Meybohm 56 Vice Chairman and Chairman of the Board
Director and Director
Travers W. Paine III 52 Corporate Secretary Corporate Secretary
and Director and Director
Robert W. Pollard, Jr. 49 Chairman of the Board, Vice Chairman and
and Director Director
Randolph R. Smith, M.D. 56 Director Director
Ronald L. Thigpen 48 Executive Vice President Executive Vice President
Chief Operating Officer Chief Operating Officer
and Director and Director
John W. Trulock, Jr. 54 Director Director
</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 April
5, 2000. 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 TEN
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 will serve until the next annual meeting of
the shareholders of the Company 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,
Ingram & Floyd, PC. 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 a Director and member of the Executive Committee 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, Doctors Hospital of Augusta 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
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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 past Chairman of the Board of Directors of the Family
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, he is on the Board of Advisors of the Augusta Metro Chamber of
Commerce 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 1986-1997. He serves on The Board
of Augusta State University Foundation. The Augusta Technical College
Foundation, and is Chairman Elect of The Walton Rehabilitation Hospital
Foundation. He also serves on the board of The Pinnacle Club and is a Trustee
of the Tuttle Newton Home. He earned a Business Administration degree from
Francis Marion University. He and his wife, Dianne, are members 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
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<PAGE>
training. Dr. Lewis participates in a variety of civic, educational and service
activities including the United Negro 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. He is currently a member of the Kiwanis
Club of Augusta.
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, a past member of the Georgia State Board of Education, and is active
in other civic and business organizations. He is currently a member of the
Board of Governors of Augusta Country Club.
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 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 and non-profit organizations,
including Southmed Management, Inc., a medical consulting company, R. W. Allen &
Associates, Inc., a construction company, and Lafayette Life Plans Corporation,
a helathcare company providing long term care.
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
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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.
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.
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, the Christian Business Mens Club and Augusta South Rotary.
He is a member of Hillcrest Baptist Church and serves as Brotherhood Director
and serves on the Church Council and the Budget and Finance Committee.
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. He currently serves as Senior Warden at St.
Paul's Episcopal Church.
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 Chairman Elect of the Augusta
Metro Chamber of Commerce and Chairman of the Board of Trustees of the
Leadership Georgia Foundation. Mr. Tarver serves as Director on the Boards of
the Southeastern Natural Sciences Academy, 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 also serves as a member of the Board
of directors and legal counsel for the Southeastern Technology Center, Inc. He
is past 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
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on the Executive Committee, the Law Day Committee and the Admissions 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 immediate past-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 and serves as Chairman
of the Trustees.
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 State University
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 Boards of the Company and the
Bank equal to $100 for each such 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
analyzes in determining officer and employee compensation is similarly situated
banking organizations in the Southeast ranging in asset size of $300 million to
$500 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 for
officers and key managers. 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 officers and
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 and key managers 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. Over time, an
increasing amount of the total earnings of all officers and key manager will be
based on incentive compensation as opposed to automatic increases in base
salaries. 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 Incentive
The Company established in 1997, 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 31,627 shares at a base price of $15.435 per share. The value of the
stock appreciation rights are established at the end of 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. In 1999, the Company awarded 9,486 shares at a base price of $23.913
per share. All base prices per share and rights amounts have been adjusted to
reflect the 15% stock dividend paid by the Company on August 28, 1999.
1999 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 1999. 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 1999 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 $140,000 in 1999.
In addition, based on the factors discussed herein, Mr. Blanton earned a cash
incentive payment of $44,660 for 1999. The Board of Directors also awarded Mr.
Blanton a cash bonus of $38,000 as a result of the gain the Company realized
from its equity investment in Towne Services, Inc. In 1997, the Board of
Directors of the Company, based upon the recommendation of the Compensation
Committee, awarded Mr. Blanton 5,750 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
Neither the Company nor the Bank presently has any employment or severance
contracts with any of its officers or employees.
9
<PAGE>
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.
<TABLE>
<S> <C> <C>
Robert W. Pollard, Jr., Chairman Marshall A Brown William P. Copenhaver
E. G. Meybohm Warren A. Daniel Travers W. Paine, III
</TABLE>
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 1999 $140,000 $82,660(1) -0- $6,400
President & 1998 120,000 34,800(2) -0- 6,300
Chief Executive Officer 1997 112,044 22,409(3) 5,000 3,600
Ronald L. Thigpen 1999 $120,000 $76,280(4) -0- $6,400
Executive Vice President & 1998 100,000 29,000(5) -0- 5,291
Chief Operating Officer 1997 90,727 18,145(6) 5,000 3,000
</TABLE>
________________________
(1) A bonus of $38,000 was paid to Mr. Blanton based upon the gain in the equity
investment in Towne Services, Inc. and a cash incentive of $44,660 was paid
relating to 1999 performance objectives.
(2) This cash incentive amount was paid to Mr. Blanton in February 1999
relating to 1998 performance objectives.
(3) This cash incentive amount was paid in February 1998 relating to 1997
performance objectives.
(4) A bonus of $38,000 was paid to Mr. Thigpen based upon the gain in the equity
investment in Towne Services, Inc. and a cash incentive of $38,280 was paid
relating to 1999 performance objectives.
(5) This cash incentive amount was paid to Mr. Thigpen in February 1999 relating
to 1998 performance objectives.
(6) This cash incentive amount was paid in February 1998 relating to 1997
performance objectives
(7) Reflects the annual 401(k) contribution of the Company.
10
<PAGE>
Aggregated Fiscal Year-End SAR Values
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised SARs at FY-End (#) SARs at FY-End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable (1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
R. Daniel Blanton
President & 0/5,750 $0/54,999
Chief Executive Officer
Ronald L. Thigpen
Executive Vice President & 0/5,750 $0/54,999
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, 1999 ($25.00 per share) and the
Base Price of the SARs ($15.435 per share) as adjusted for the 15% stock
dividend paid by the Company on August 28, 1999.
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 obligation under the Plan to make an annual contribution of 3%
of annual compensation of all eligible employees. The Bank has the option to
make additional annual discretionary contributions to the Plan. For the year
ended December 31, 1999, the Bank contributed $166,229 to the Plan, which
represented 4% of the annual compensation of all eligible employees.
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. Participation 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 31,627 shares at a base price
of $15.435 per share. No stock appreciation rights were awarded during 1998.
In 1999, the Company awarded 9,486 shares at a base price of $23.913. All base
prices per share and rights amounts have been adjusted to reflect the 15% stock
dividend paid by the Company on August 28, 1999.
No stock options have ever been issued to, or exercised by or held by any
director or officer of the Company or Bank.
11
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 1, 2000, 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 the
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 24,337 1.16%
P. O. Box 1039
Evans, Georgia 30809
J. Pierce Blanchard, Jr. Executive Vice 1,507(4) 0.07%
3530 Wheeler Road President -
Augusta, Georgia 30909 Branch Administration
of the Bank
James G. Blanchard, Jr. Director of the Bank 21,440(5) 1.02%
461 Greene Street
Augusta, Georgia 30901
R. Daniel Blanton Director, President and 164,422(6) 7.86%
3530 Wheeler Road Chief
Augusta, Georgia 30909 Executive Officer
W. Marshall Brown Director of the Bank 2,061 0.10%
633 Berckman Road
Augusta, Georgia 30904
William P. Copenhaver Director 20,841 1.00%
3531 Interlachen Road
Martinez, Georgia 30907
Warren A. Daniel Director of the Bank 10,464(7) 0.50%
P. O. Box 14445
Augusta, Georgia 30919
Patricia E. Leopard Senior Vice President 10,210(8) 0.49%
3530 Wheeler Road and Director of
Augusta, Georgia 30909 Marketing of the
Company and Group Vice
President and Director
of Marketing of the Bank
Dr. Shirley A. R. Lewis Director of the Bank - - - -
1235 Fifteenth Street
Augusta, Georgia 30901
Tom C. McLaughlin Group Vice President 962 0.05%
3530 Wheeler Road and Senior Lending
Augusta, Georgia 30909 Officer of the Bank
Edward G. Meybohm Vice Chairman of the 100,796(9) 4.82%
3519 Wheeler Road 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 575 0.03%
496 Laney-Walker Blvd.
Augusta, Georgia 30901
Travers W. Paine III Corporate Secretary 32,784(10) 1.57%
945 Broad Street and Director
Suite 220
Augusta, Georgia 30901
Robert W. Pollard, Jr. Chairman of the Board 177,237(11) 8.47%
5863 Washington Road of the Company, Vice
Appling, Georgia 30802 Chairman of the Board
of the Bank
Larry S. Prather Director of the Bank 11,305(12) 0.54%
302 Louisville Street
Harlem, Georgia 30907
Milton Ruben Director of the Bank 1,150 0.05%
3514 Washington Road
Augusta, Georgia 30907
James W. Smith, Jr. Director of the Bank 460 0.02%
1423/1417 Gordon Highway
Augusta, Georgia 30901
Randolph R. Smith, MD Director 114,440(13) 5.47%
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 7,096(14) 0.34%
3530 Wheeler Road Vice President and
Augusta, Georgia 30909 Chief Operating Officer
John W. Trulock, Jr. Director 451 .02%
5-B George C. Wilson Court
Augusta, Georgia 30909
All executive officers and directors 702,558 33.56%
of the Company and Bank as a group
(21 persons)
Other Beneficial Owners of Greater than 5% of the Company's Common Stock
- ------------------------------------------------------------------------
Jennie F. Pollard 367,115 17.54%
5795 Washington Road
Appling, GA 30802
Levi A. Pollard 146,005(15) 6.98%
3310 Scotts Ferry Road
Appling, Georgia 30802
</TABLE>
13
<PAGE>
- ------------------------------------------
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 2,093,152 shares issued and outstanding. There are no options to
purchase the Common Stock outstanding.
4. Includes 1,355 shares held in Mr. Blanchard's IRA and 152 shares held
jointly with Mr. Blanchard's wife.
5. Includes 16,949 shares in a Profit Sharing Plan of which Mr. Blanchard is a
beneficiary, 2,202 shares in Mr. Blanchard's wife in an IRA, 529 shares held
jointly with Mr. Blanchard's wife and 1760 shares held in his IRA.
6. Includes 4,283 shares held in Mr. Blanton's IRA, 70,921 shares held by Mr.
Blanton's wife, 2,709 shares held jointly with Mr. Blanton's wife, 34,589
shares held in trust by Mr. Blanton's wife, as trustee, for their minor
children, and 2,824 shares held in Mr. Blanton's children's name.
7. Includes 2,645 shares held in Mr. Daniel's IRA.
8. Includes 9,406 shares held by Mrs. Leopard's husband, mother and children,
402 shares held in Mrs. Leopard's husband's IRA and 402 shares held in Mrs.
Leopard's IRA.
9. Includes 1,207 in an IRA and 25,259 shares owned by a pension and profit
sharing plan as to which Mr. Meybohm is a beneficiary.
10. Includes 1,454 shares held by Mr. Paine's wife, 1,642 shares held by his
minor children, 11,034 shares held by Mr. Paine in his IRA and 1,150 shares
held in Augusta Green Inc.
11. Includes 1,408 shares held by Mr. Pollard's wife and 43,625shares held in
trust for their minor children, 638 shares held by Mr. Pollard's child, and
4,624 shares held in Mr. Pollard's IRA.
12. Includes 1,150 shares held in an IRA, 6,388 shares held by Prather
Construction Co. Profit Sharing Plan, as to which Mr. Prather is a trustee
and beneficiary.
13. Includes 28,554 shares held in a pension and profit sharing plan as to which
Dr. Smith is a beneficiary.
14. Includes 4,396 shares held in Mr. Thigpen's IRA and 460 shares held jointly
with Mr. Thigpen's wife.
15. Includes 17,825 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.
Loans outstanding to officers, directors and affiliates totaled $6,264,539
and aggregated 21.0% of the Company's shareholders' equity at December 31, 1999.
Deposit accounts with officers, directors and affiliates of the Company and the
Bank totaled $4,745,489 at December 31, 1999.
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.
14
<PAGE>
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 1999.
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 1999, the Company's Audit
Committee members were Dr. Randolph R. Smith, Chairman, William J. Badger, James
G. Blanchard, Jr., W. Marshall Brown, Edward J. Tarver and John W. Trulock, Jr.
Robert W. Pollard, Jr. and E. G. Meybohm are Ex-Officio members. The Audit
Committee met four times during 1999.
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 1999, 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 1999. See "Compensation
Committee Report."
The full Board of Directors of the Company held five meetings, and the Board
of Directors of the Bank held twelve meetings, during the year ended December
31, 1999. 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 OWNERSHIP 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 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, 1999, all
filing requirements applicable to its executive officers, directors, and owners
of more than ten percent of the Company's Common Stock were complied within a
timely manner.
15
<PAGE>
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, 1999. 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, 2000. Representatives of KPMG LLP are expected to be present at
the 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 2001
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 30, 2000 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.
Pursuant to Section 2.13 of the Company's Bylaws, 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
April 5, 2000.
A copy of the Company's 1999 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, 30909, Attention: Ronald L. Thigpen, Executive Vice President.
By Order of the Board of Directors
/s/ Travers W. Paine III
------------------------
Augusta, Georgia Travers W. Paine III
March 29, 2000 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
FORTHE 2000 ANNUAL MEETING OF SHAREHOLDERS
APRIL 19, 2000
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
2000 Annual Meeting of Shareholders of Georgia Bank Financial Corporation to be
held at 4:00 p.m., on April 19, 2000 at the principal offices of the Company,
3530 Wheeler Road, Augusta, Georgia, or at any adjournment thereof.
<TABLE>
<CAPTION>
(1) Election of Directors:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY TO VOTE
(except as marked to the contrary) for all nominees listed below:
<S> <C> <C>
William J. Badger Warren A. Daniel Travers W. Paine III
R. Daniel Blanton Robert W. Pollard, Jr. Randolph R. Smith, M.D.
William P. Copenhaver E. G. Meybohm Ronald L. Thigpen
John W. Trulock, Jr.
</TABLE>
(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:___________________________, 2000
_______________________________________
_______________________________________
Signature(s) of Shareholder
Please sign exactly as name appears
hereon. If shares are held jointly each
shareholder should sign. Agents,
executors, administrators, guardi-ans,
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.
