<PAGE>
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 (S)240.14a-11(c) or (S)240.14a-12
CRESCENT BANKING COMPANY
------------------------------------------------------------------------
(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:
--------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------
Notes:
<PAGE>
[LOGO OF CRESCENT BANKING COMPANY APPEARS HERE]
March 24, 1997
TO THE SHAREHOLDERS OF
CRESCENT BANKING COMPANY:
You are cordially invited to attend the 1997 Annual Meeting of Shareholders
of Crescent Banking Company (the "Company"), which will be held at the Pickens
County Chamber of Commerce Community Center located at 500 Stegall Drive,
Jasper, Georgia, Thursday, April 17, 1997 at 2:00 p.m. ( the "Annual Meeting").
At the Annual Meeting, you will be asked to consider and vote upon:
(I) The election of two Class III directors to serve until the Annual
Meeting in 2000 or until their successors are elected and qualified.
We hope you can attend the Annual Meeting and vote your shares in person.
In any case, please complete the enclosed proxy and return it to us. Your
completion of the proxy will ensure that your preferences will be expressed on
the matters that are being considered. If you are able to attend the Annual
Meeting, you may revoke your proxy and vote your shares in person. If you have
any questions about the Proxy Statement, please let us hear from you.
Sincerely,
/s/ J. Donald Boggus, Jr.
J. Donald Boggus, Jr.
President and CEO
<PAGE>
March 24, 1997
TO THE SHAREHOLDERS OF
CRESCENT BANKING COMPANY:
You are cordially invited to attend the 1997 Annual Meeting of Shareholders
of Crescent Banking Company (the "Company"), which will be held at the Pickens
County Chamber of Commerce Community Center located at 500 Stegall Drive,
Jasper, Georgia, Thursday, April 17, 1997 at 2:00 p.m. (the "Annual Meeting").
At the Annual Meeting, you will be asked to consider and vote upon:
(I) The election of two Class III directors to serve until the Annual
Meeting in 2000 or until their successors are elected and qualified.
We hope you can attend the Annual Meeting and vote your shares in person.
In any case, please complete the enclosed proxy and return it to us. Your
completion of the proxy will ensure that your preferences will be expressed on
the matters that are being considered. If you are able to attend the Annual
Meeting, you may revoke your proxy and vote your shares in person. If you have
any questions about the Proxy Statement, please let us hear from you.
Sincerely,
/s/ J. Donald Boggus, Jr.
J. Donald Boggus, Jr.
President and CEO
<PAGE>
CRESCENT BANKING COMPANY
251 HIGHWAY 515
JASPER, GA 30143
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, APRIL 17, 1997
TO THE SHAREHOLDERS OF CRESCENT BANKING COMPANY:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Shareholders of
Crescent Banking Company (the "Company") will be held at the Pickens County
Chamber of Commerce Community Center located at 500 Stegall Drive, Jasper,
Georgia, Thursday, April 17, 1997 at 2:00 p.m. ( the "Annual Meeting"), for the
following purposes:
1. Elect Directors. To elect two Class III directors to serve until the
----------------
Annual Meeting of Shareholders in 2000 or until their successors are
elected and qualified.
2. Other Business. To transact such other business as may properly come
---------------
before the Annual Meeting or any adjournments thereof.
Only shareholders of record at the close of business on March 20, 1997 are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. All shareholders, whether or not they expect to attend the Annual
Meeting in person, are requested to complete, date, sign, and return the
enclosed form of proxy in the accompanying envelope. The proxy may be revoked
by the person executing the proxy by filing with the Secretary of the Company an
instrument of revocation or a duly executed proxy bearing a later date, or by
electing to vote in person at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ J. Donald Boggus, Jr.
J. Donald Boggus, Jr.
President and CEO
March 24, 1997
PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT TO THE COMPANY
IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF
YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.
<PAGE>
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
OF CRESCENT BANKING COMPANY
TO BE HELD THURSDAY, APRIL 17, 1997
INTRODUCTION
GENERAL
This Proxy Statement is being furnished to the shareholders of Crescent
Banking Company (the "Company") in connection with the solicitation by the
Company of proxies for use at the 1997 Annual Meeting (the "Annual Meeting") of
Shareholders of the Company to be held Thursday, April 17, 1997, and at any
postponements or adjournments thereof. The Annual Meeting is being held to
consider and vote upon (i) the election of two Class III directors to serve
until the Annual Meeting of Shareholders in 2000 or until their successors are
elected and qualified, and (ii) such other business as may properly come before
the Annual Meeting or any adjournments thereof. The Board of Directors of the
Company knows of no other business that will be presented for consideration at
the Annual Meeting other than the matters described in this Proxy Statement.
This Proxy Statement is dated March 24, 1997 and is first being mailed to
the shareholders of the Company on or about March 24, 1997. A copy of the
Company's 1996 Annual Report to Shareholders accompanies this Proxy Statement.
Shareholders of the Company may also receive, at no charge except the Company's
cost of copying exhibits, a copy of the Company's Annual Report on Form 10-KSB
as filed with the Securities and Exchange Commission by the Company for the year
ended December 31, 1996, by making a written or oral request to J. Donald
Boggus, Jr., President and CEO, Crescent Banking Company, P.O. Box 668, Jasper,
Georgia 30143, telephone (706) 692-2424.
RECORD DATE, SOLICITATION AND REVOCABILITY OF PROXIES
The Board of Directors of the Company has fixed the close of business on
March 20, 1997 as the record date (the "Record Date") for the determination of
the Company's shareholders entitled to notice of and to vote at the Annual
Meeting. Accordingly, only shareholders of the Company at the close of business
on the Record Date will be entitled to vote at the Annual Meeting. At the close
of business on the Record Date, there were 704,854 shares of the $1.00 par value
common stock of the Company ("Common Stock") issued and outstanding and held by
approximately 620 shareholders of record. Holders of Common Stock are entitled
to one vote on each matter considered and voted upon at the Annual Meeting for
each share of Common Stock held of record at the close of business on the
Record Date. Shares of Common Stock represented by a properly executed proxy,
if such proxy is received in time and not revoked, will be voted at the Annual
Meeting in accordance with the instructions indicated in such proxy. IF NO
INSTRUCTIONS ARE INDICATED, SUCH SHARES OF COMMON STOCK WILL BE VOTED FOR
ELECTION OF THE TWO NOMINEES FOR DIRECTOR NAMED IN THE PROXY AND IN THE
DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER BUSINESS PROPERLY BROUGHT BEFORE
THE ANNUAL MEETING.
A shareholder who gives a proxy may revoke it at any time prior to its
exercise at the Annual Meeting by (i) giving written notice of revocation to the
Secretary of the Company, (ii) properly submitting to the Company a duly
executed proxy bearing a later date, or (iii) appearing in person at the Annual
Meeting and voting in person. All written notices of revocation or other
communications with respect to proxies should be addressed as follows: Crescent
Banking Company, Post Office Box 668, Jasper, Georgia, 30143, Attention: J.
Donald Boggus, Jr., President and CEO.
1
<PAGE>
COST OF SOLICITATION OF PROXIES
The expense of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be paid by the Company. Copies of
solicitation material may be furnished to banks, brokerage houses and other
custodians, nominees and fiduciaries for forwarding to beneficial owners of
shares of the Company's Common Stock, and normal handling charges may be paid
for such forwarding service. In addition to solicitations by mail, directors
and regular employees of the Company may solicit Proxies in person or by
telephone or telegraph.
QUORUM AND VOTING REQUIREMENTS
In determining whether a quorum exists at the Annual Meeting for purposes
of all matters to be voted on, all votes "for" or "against," as well as all
abstentions (including votes to withhold authority to vote in certain cases),
with respect to the proposal receiving the most such votes, will be counted.
The vote required for the election of directors is a plurality of the votes cast
by the shares entitled to vote in the election, provided a quorum is present.
Consequently, with respect to the proposal for the election of directors,
abstentions and broker non-votes will not be counted as part of the base number
votes to be used in determining if the proposal has received the requisite
number of base votes for approval. Thus, with respect to the proposal for the
election of directors, an abstention or broker non-vote will have no effect,
other than for the purpose of determining a quorum.
ADJOURNMENT
In the event that a quorum is not represented in person or by proxy at the
Annual Meeting, a majority of shares represented at that time may adjourn the
Annual Meeting to allow the solicitation of additional proxies or other measures
to obtain a quorum.
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
The Board of Directors of the Company currently consists of six members
divided into three classes, designated Class I, Class II, and Class III, each
serving for a period of three years. The current members of the Company's Board
of Directors are serving terms ending with the Company's annual meetings of
shareholders in 1997 (Class III), 1998 (Class I), and 1999 (Class II). One-
third of the members of the Board of Directors are elected by the shareholders
annually. The Annual Meeting is being held in part to elect two Class III
directors of the Company to serve until the Company's Annual Meeting of
Shareholders in 2000 or until their respective successors are elected and
qualified.
The directors whose terms will expire at the 1997 Annual Meeting are Arthur
Howell and Michael W. Lowe. Messrs. Howell and Lowe have been nominated by the
Board of Directors to stand for reelection. If elected, Messrs. Howell and
Lowe will serve as Class III directors holding office until the Annual Meeting
of Shareholders in 2000 and until their successors are elected and qualified.
The following table sets forth as to each director or nominee his name; age at
March 24, 1997; the date first elected as a director; a description of positions
and offices with the Company (other than as a director), Crescent Bank and Trust
Company (the "Bank"), and Crescent Mortgage Services, Inc. ("CMS"), if any; a
brief description of principal occupation or occupations over at least the last
five years; other business experience; the number of shares of Common Stock
beneficially owned on March 24, 1997; and the percentage of the total shares of
Common Stock outstanding on March 24, 1997 that such beneficial ownership
represents. Messrs. Howell and Rast have served as directors of the Company
since its organization, and as directors of the Bank from its organization until
April 1995. Mr. Lowe has served as director of the Bank and of the Company
since their respective
2
<PAGE>
organizations. Mr. Fendley, who has served as a director of the Bank since its
organization, was elected to the Company's Board of Directors at the 1994 Annual
Meeting. Mr. Howard has served as a director of the Bank and Company since the
1994 Annual Meeting. Mr. Elliott has served as a director of the Company since
October 1996 and a director of the Bank since April 1995.
<TABLE>
<CAPTION>
NAME AND AGE
AT MARCH 24, 1997 SHARES OWNED AND
DATE FIRST ELECTED PERCENTAGE (1) PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ------------------ ---------------- --------------------------------------------
<S> <C> <C>
Nominees for Election to Class III Directors (Term Expiring 2000)
-----------------------------------------------------------------
Arthur Howell 17,760 (2) Mr. Howell was a partner in the Atlanta law firm of Alston & Bird, LLP from
Age 78 (2.51%) 1945 through August 1988, and is currently of counsel with that firm. He
1991 He is the President and a director of Summit Industries, Inc., a family-
owned consumer products company, and is a director of the Enterprise Group
of Funds. Mr. Howell has served as Chairman of the Company's Board since
May 1995. Mr. Howell had previously served as Secretary of the Company.
Mr. Howell retired from the Bank's Board in April 1995.
Michael W. Lowe 70,150 (3) Mr. Lowe founded Jasper Jeep Sales, Inc., in 1976 and has served as
Age 49 (9.93%) its Chief Executive Officer since that time.
1991
Incumbent Class I Directors (Term Expiring 1998)
------------------------------------------------
Charles R. Fendley 6,650 Mr. Fendley served as the Vice President of Jasper Yarn Processing, Inc.,
Age 51 (.94%) a textile business, from 1972 until 1996, and a director of Oglethorpe
1994 Power Corporation since 1993. Since August 1996, Mr. Fendley has served
as a mortgage officer of Crescent Bank and Trust Company. Mr. Fendley
has served as Secretary of the Company since May, 1995.
A. James Elliott 5,400 Mr. Elliott served as a partner with Alston & Bird, LLP for thirty years upon
Age 55 (.77%) leaving in 1994. After leaving Alston & Bird, LLP in 1994, he joined Emory
1995 University Law School as the Associate Dean. Mr. Elliott has served as a
director of the Bank since April 1995 and as its Chairman since April 1996.
Mr. Elliott has served on the Board of the Company since October 1996.
Incumbent Class II Directors (Term Expiring 1999)
-------------------------------------------------
L. Edmund Rast 11,400 Mr. Rast began his career with the Southern Bell Telephone Company in
Age 81 (1.61%) 1937 and served in various capacities before leaving Southern Bell as
1991 President and Chief Executive Officer in 1981. Mr. Rast then joined
Audichron Co., an Atlanta electronics company, as Chairman and Chief
Executive Officer in 1983 and remained with Audichron until his retirement
in 1984. Mr. Rast previously served as Chairman of the Board of the Bank
until April 1995 when Mr. Rast retired from the Bank's Board. Mr. Rast also
served as Chairman of the Board of the Company since its organization
until May 1995.
Harry C. Howard 13,985 Mr. Howard was a partner in the Atlanta law firm of King & Spalding from
Age 67 (1.98%) 1960 through 1992 and is presently a retired partner of such firm. Mr.
1994 Howard served as Chairman of the Board of the Bank from April 1995 to
April 1996.
</TABLE>
(1) Information relating to beneficial ownership of Company Common Stock is
based upon information furnished by each person using "beneficial
ownership" concepts set forth in the rules of the Securities and Exchange
Commission. Under those 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
3
<PAGE>
which that person has a right to acquire beneficial ownership within 60
days. Under those 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 interest. Accordingly, directors are named as beneficial owners
of shares as to which they may disclaim any beneficial interest.
(2) Includes 1,000 shares held by Mr. Howell's wife, as to which shares Mr.
Howell disclaims beneficial ownership.
(3) Includes 13,200 shares held as custodian for Mr. Lowe's children and 2,500
shares held by his wife.
RECOMMENDATION AND REQUIRED VOTE
A plurality of the votes cast by the shares entitled to vote on this
proposal at the Annual Meeting, at which a quorum is present, is required for
the election of each of the nominees listed above. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR ELECTION OF THE TWO NOMINEES LISTED ABOVE. Proxies
solicited by the Board of Directors will be so voted unless shareholders specify
a contrary choice in their proxies.
ADDITIONAL INFORMATION
COMPENSATION OF DIRECTORS AND ATTENDANCE AT MEETINGS
Members of the Board of Directors each received a $3000 retainer fee for
their service on the Company's Board of Directors. Beginning in 1995, non-
employee directors of the Company and the Bank received stock options pursuant
to the 1995 Stock Option Plan for Outside Directors. Each Outside Director who
serves in such capacity as of the day following the annual meeting of the
Company's shareholders is granted an option to purchase 200 shares of Common
Stock. The plan covers 25,000 shares of which 12,800 were granted in 1995. The
Board of Directors held four meetings during 1996. Each director of the Company
during 1996 who is a nominee for reelection attended at least 75% of the
aggregate number of meetings of the Board of Directors and committees of the
Board of Directors on which he serves.
COMMITTEES OF THE BOARD OF DIRECTORS
The Bank's Board of Directors maintains standing Executive, Audit, Mortgage
Banking, Loan and Investment Committees. The Company's Board of Directors
presently has only a standing Stock Option Committee, which is composed of
Messrs. Howell (Chairman), Lowe and Rast. The Company's Board of Directors
performs the function of a Nominating Committee. The Board will consider
nominees for director recommended by a shareholder entitled to vote in the
election of directors, provided that written notice of the shareholder's intent
to make such nomination or nominations has been given in writing to the
Secretary of the Company, in the case of an annual meeting of shareholder, no
later than 90 days prior to the close of business on the 10th day following the
date on which notice of the meeting at which the election is to take place is
first given to shareholders. The notice shall set forth: (a) the name and
address of the shareholder who intends to make the nomination and of the person
or persons to be nominated; (b) a statement that the shareholder is a holder of
record of stock of the Company entitled to vote at the meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) such information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and (d)
the consent of each nominee to serve as a director of the Company if so elected.
The Audit Committee of the Board of Directors of the Bank is composed of
Messrs. Harry Howard (Chairman), Charles Wynne, and Charles Fendley. The Audit
Committee has the responsibility of reviewing
4
<PAGE>
the Bank's financial statements, evaluating internal accounting controls,
reviewing reports of regulatory authorities and determining that all audits and
examinations required by law are performed. It recommends to the Board of
Directors of the Company the appointment of the independent auditors for the
next fiscal year, reviews and approves their audit plan and reviews with the
independent auditors the results of the audit and management's response thereto.
The Audit Committee also reviews the adequacy of the internal audit budget and
personnel, the internal audit plan and schedule, and results of audits performed
by the internal audit staff. The Audit Committee is responsible for overseeing
the entire audit function and appraising the effectiveness of internal and
external audit efforts. The Audit Committee reports its findings to the Board
of Directors. The Audit Committee held four meetings during the year ended
December 31, 1996.
While the Company does not have a standing compensation committee, the
Board of Directors reviews and approves the compensation of executive officers
of the Bank. All officers of the Company are compensated by the Bank.
OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table also reflects the number of shares of Common Stock
beneficially owned by (i) each of the directors, (ii) each of the executive
officers named in the Summary Compensation Table, and (iii) all of the directors
and executive officers of the Company as a group including the name and address
of the only person known by the Company to beneficially own more than 5% of the
Common Stock as of March 20, 1997, together with the number of shares and
percentage of outstanding shares beneficially owned. Management of the Company
is informed that all such shares were held individually by each such shareholder
with sole voting and investment power, except as noted herein.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP (1) OF CLASS
- ------------------- ----------------- --------
<S> <C> <C>
Michael W. Lowe, Director 70,150 (2) 9.93%
Fox Run
Jasper, GA 30143
Charles R. Fendley, Secretary 6,650 0.94%
165 Town Creek Trail
Jasper, GA 30143
Arthur Howell, Chairman 17,760 (3) 2.51%
200 Larksbur Lane
Highlands, NC 28741
Harry C. Howard, Director 13,985 1.98%
191 Peachtree Street
Suite 4900
Atlanta, GA 30303-1763
Robert C. KenKnight, Executive Officer 4,813 .68%
2043 Woodland Way
Dunwoody, GA 30338
L. Edmund Rast, Director 11,400 1.61%
4434 Harris Valley Road
Atlanta, GA 30327
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
J. Donald Boggus, Jr., President/CEO (4) 6,750 .95%
281 Happy Talk Trail
Jasper, GA 30143
A. James Elliott, Director 5,400 .77%
732 Big Canoe
Big Canoe, GA 30143
Michael P. Leddy, Senior Officer -0- 0%
4698 East Conway Drive
Atlanta, GA 30327
All current directors and executive
officers as a group (9 persons) 136,908 (5) 19.00%
</TABLE>
(1) Information relating to beneficial ownership of Common Stock is based upon
information furnished by each person using "beneficial ownership" concepts
as set forth in the rules of the Securities and Exchange Commission. Under
those 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 direct the disposition of such
security. The person is also deemed to be a beneficial owner of any
security of which that person has a right to acquire beneficial ownership
within 60 days. Under those 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 interest. Accordingly, directors are named as beneficial owners
of shares as to which they may disclaim any beneficial interest.
(2) Includes 13,200 shares held as custodian for Mr. Lowe's children and 2,500
shares held by his wife.
(3) Includes 1,000 shares held by Mr. Howell's wife, as to which shares
Mr. Howell disclaims beneficial ownership.
(4) Includes 6,000 shares subject to stock options currently exercisable or
within 60 days and 340 shares held by Mr. Boggus' wife.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Under rules established by the Securities and Exchange Commission, the
Company is required to provide certain data and information in regard to the
compensation and benefits provided to the Company's chief executive officer and
other executive officers who make in excess of $100,000 per year (collectively,
the "named executive officers").
SUMMARY COMPENSATION TABLE
The table below sets forth certain elements of compensation for the named
executive officers of the Company or the Bank for the periods indicated.
6
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM
COMPENSATION
(A) (B) (C) (D) (E) (F) (G)
SECURITIES ALL
RESTRICTED UNDERLYING OTHER
NAME AND PRINCIPAL YEAR SALARY($) BONUS($) STOCK OPTIONS/ COMPENSA-
POSITION AWARDS SARs TION ($)(1)
(#)
======================================================================================================
<S> <C> <C> <C> <C> <C> <C>
J. DONALD BOGGUS, JR. 1996 $65,000 $ 6,500 - $4,361
President and Chief 1995 50,000 5,000 - 87
Executive Officer of the 1994 46,000 10,000 -
Company and the Bank
- ------------------------------------------------------------------------------------------------------
ROBERT C. KENKNIGHT 1996 $322,286 - 2,500 $9,050
Executive Vice President 1995 283,364 - - 5,064
of the Bank; President of 1994 176,375 - - 5,064
the Bank's Mortgage
Division
- ------------------------------------------------------------------------------------------------------
MICHAEL P. LEDDY 1996 $125,000 $25,000 1,500 $5,008
Senior Vice President of 1995 112,500 9,000 5,000 864
the Bank in Charge of 1994 110,864 25,000 - 864
Secondary Mortgage
Marketing
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Other compensation represents insurance premiums paid by the Company on
group term life insurance in excess of $50,000 and car allowance.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning stock options
granted during 1996 to the named executive officers. No stock appreciation
rights ("SARs") were granted in 1996.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
(A) (B) (C) (D) (E)
NUMBER OF PERCENT OF
SECURITIES TOTAL
NAME UNDERLYING OPTIONS/SARS
OPTIONS/ GRANTED TO EXERCISE OR
SARS EMPLOYEES IN BASE PRICE EXPIRATION
GRANTED (#) FISCAL YEAR ($/SHARE) DATE
=================================================================================
<S> <C> <C> <C> <C>
J. Donald Boggus, Jr. N/A N/A N/A N/A
Robert C. KenKnight 2,500 (1) 28% $13.00 May 01, 2006
- ---------------------------------------------------------------------------------
Michael P. Leddy 1,500(1) 17% $13.00 May 01, 2006
- ---------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
(1) One- third of the options granted to Messrs. KenKnight and Leddy become
exercisable on May 1, of each of 1999, 2000, and 2001.
AGGREGATED OPTION/SAR EXERCISES IN 1996
AND 1996 YEAR-END OPTION/SAR VALUES
The following table shows stock options exercised by the named executive
officers during 1996, including the aggregate value of gains on the date of
exercise. In addition, this table includes the number of shares covered by both
exercisable and non-exercisable options as of December 31, 1996. Also reported
are the values for "in-the-money" options, which represent the positive spread
between the exercise price of any such existing options and the year-end price
of the Company's Common Stock. No SARs were outstanding in 1996.
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
VALUE OF
NUMBER OF UNEXERCISED
SECURITIES IN-THE-MONEY
UNDERLYING OPTIONS/SARS AT
UNEXERCISED FY-END ($)
SHARES OPTIONS/SARS AT
ACQUIRED VALUE FY-END (#) EXERCISABLE(E)/
NAME ON EXERCISE REALIZED UNEXERCISABLE(U)
(#) ($) EXERCISABLE(E)/
UNEXERCISABLE(U)
======================================================================================
<S> <C> <C> <C> <C>
J. Donald Boggus, Jr. 0 N/A 6,000 (E) $15,000 (E)
-0- (U) $ 0 (U)
Robert C. KenKnight 0 N/A 3,333 (E) $ 4,166 (E)
9,167 (U) $ 8,950 (U)
- --------------------------------------------------------------------------------------
Michael P. Leddy 0 N/A -0- (E) $ 0 (E)
6,500 (U) $ 0 (U)
- --------------------------------------------------------------------------------------
A. James Elliott 0 N/A 400 (E) $ 0 (E)
-0- (U) $ 0 (U)
- --------------------------------------------------------------------------------------
Charles R. Fendley 0 N/A 1,400 (E) $ 0 (E)
-0- (U) $ 0 (U)
- --------------------------------------------------------------------------------------
Harry C. Howard 0 N/A 400 (E) $ 0 (E)
-0- (U) $ 0 (U)
- --------------------------------------------------------------------------------------
Arthur Howell 0 N/A 1,400 (E) $ 0 (E)
-0- (U) $ 0 (U)
- --------------------------------------------------------------------------------------
Michael W. Lowe 0 N/A 1,400 (E) $ 0 (E)
-0- (U) $ 0 (U)
- --------------------------------------------------------------------------------------
L. Edmund Rast 0 N/A 1,400 (E) $ 0 (E)
-0- (U) $ 0 (U)
- --------------------------------------------------------------------------------------
</TABLE>
8
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EXECUTIVE EMPLOYMENT AGREEMENT
Robert C. KenKnight, the President of CMS and Executive Vice President of
the Bank, has entered into an employment agreement with the Company. In
addition to Mr. KenKnight's salary, he is entitled to incentive compensation in
the form of cash and shares of restricted stock based on a percentage of the
total added value of the Bank's mortgage division and CMS. In the event the
Bank or the Company is acquired and Mr. KenKnight's employment is terminated as
a result of such acquisition, the employment agreement authorizes a severance
payment approximately equal to 12 months of annual compensation in effect at
such time plus any accrued incentive compensation.
CERTAIN TRANSACTIONS
Directors and executive officers of the Company and the Bank and certain
business organizations and individuals associated with such persons have been
customers of and have had banking transactions with the Bank in the ordinary
course of business. Such transactions include loans, commitments, lines of
credit, and letters of credit. Such transactions were made on substantially the
same terms, including interest rates, repayment terms, and collateral, as those
prevailing at the time for comparable transactions with other persons, and did
not and do not involve more than normal risk of collectibility or present other
unfavorable features. Additional transactions with such persons and businesses
are anticipated in the future.
The Bank has had, and expects to have in the future, banking transactions
in the ordinary course of business with certain of its and the Company's
directors, nominees for director, executive officers, five percent shareholders,
and their associates. All loans included in such transactions have been made on
substantially the same terms, including interest rates, repayment terms and
collateral, as those prevailing at the time such loans were made for comparable
transactions with other persons, and do not involve more than the normal risk of
collectibility or present other features unfavorable to the Bank. At December
31, 1996, the amount of credit extended to directors, executive officers,
principal shareholders and their associates was approximately $2,216,122, or
28.9% of the Company's consolidated shareholders equity.
INFORMATION CONCERNING THE COMPANY'S INDEPENDENT AUDITOR
The certified public accounting public firm of Mauldin & Jenkins was the
independent auditor for the Company during the year ended December 31, 1996.
Representatives of Mauldin & Jenkins are expected to be present at the Annual
Meeting and will have the opportunity to make a statement if they desire to do
so and to respond to appropriate questions. At a meeting held on April 28,
1996, the Board of Directors of the Company approved the engagement of Mauldin &
Jenkins as its independent auditors for the fiscal year ending December 31,
1996.
During the two most recent fiscal years and through the date hereof, the
Company has not consulted with Mauldin & Jenkins on items which (i) were or
should have been subject to SAS 50 or (ii) concerned the subject matter of a
disagreement or reportable event with the former auditor as (described in
Regulation S-B, Item 304 (a)(2)).
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company.
Directors, executive officers, and greater than ten percent shareholders are
required by SEC regulation to furnish the Company the copies of all 16(a)
reports they file. To the Company's knowledge, based solely on a review of the
copies of such reports furnished to the Company and written representations
that no other reports were required, during the fiscal year ended December 31,
1996, all Section 16(a) filing requirements applicable to directors, executive
officers, and greater than ten percent beneficial owners were complied with by
such persons.
9
<PAGE>
OTHER BUSINESS
Management of the Company does not know of any matters to be brought before
the Annual Meeting other than those described above. If any other matters
properly come before the Annual Meeting, the persons designated as proxies will
vote on such matters in accordance with their best judgement.
SHAREHOLDER'S PROPOSALS FOR THE 1998 ANNUAL MEETING
Proposals from Shareholders intended to be presented at the 1998 Annual
Meeting of Shareholders must be received by the Company on or before November
24, 1997 to be eligible for inclusion in the Company's Proxy Statement and Proxy
related to that meeting.
10
<PAGE>
REVOCABLE PROXY
CRESCENT BANKING COMPANY
REVOCABLE PROXY BY AND ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 17, 1997
The undersigned hereby appoints J. Donald Boggus, Jr. and Harry C. Howard, or
either of them, each with full power of substitution, as proxies to vote all
shares of the $1.00 par value common stock of Crescent Banking Company (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held Thursday, April 17, 1997, at 2:00 p.m., local time, at
Pickens County Chamber of Commerce Community Center located at 500 Stegall
Drive, Jasper, Georgia, and at any postponement or adjournment thereof (the
"Annual Meeting").
SAID PROXIES WILL VOTE ON THE PROPOSAL SET FORTH IN THE NOTICE OF ANNUAL MEETING
AND PROXY STATEMENTS AS SPECIFIED ON THIS PROXY AND ARE AUTHORIZED TO VOTE IN
THEIR DISCRETION AS TO ANY OTHER BUSINESS WHICH MAY COME PROPERLY BEFORE THE
MEETING. IF A VOTE IS NOT SPECIFIED, SAID PROXIES WILL VOTE FOR APPROVAL OF THE
PROPOSAL.
The Board of Directors recommends a Vote "For" the following proposal:
ELECTION OF DIRECTORS: Authority for the election of Arthur Howell and Michael
W. Lowe as Class III directors each to serve until the Annual Meeting of
Shareholders in 2000 or until their successors are elected and qualified.
FOR WITHHOLD AUTHORITY
----- -----
both nominees listed above to vote for nominees
(except as marked to written below.
the contrary below)
__________________________________________
Please sign exactly as name appears on the label below. When shares are held by
joint tenants both should sign. When signing as attorney, administrator,
trustee, or guardian please give full title as such. If a corporation, please
sign in full corporated name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
COMMON SHARES: DATED: ________________, 1997
ACCOUNT NUMBER:
____________________________________
Signature
_____________________________________
Signature if held jointly
PLEASE MARK, SIGN ABOVE, AND RETURN THIS PROXY PROMPTLY IN THE ENVELOPE
FURNISHED.
THIS PROXY IS SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE.
