<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
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(Name of Registrant as Specified in Its Charter)
---------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
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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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
[LETTERHEAD OF CRESCENT BANKING COMPANY]
March 31, 1999
TO THE SHAREHOLDERS OF
CRESCENT BANKING COMPANY:
You are cordially invited to attend the 1999 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 22, 1999 at 2:00 p.m.
(the "Annual Meeting").
At the Annual Meeting, you will be asked to consider and vote upon:
(1) The election of two Class II directors to serve until the Company's
2002 Annual Meeting of Shareholders or until their successors are
elected and qualified; and
(2) An amendment to the Company's Articles of Incorporation to increase
the number of authorized shares of common stock from 2,500,000 to
10,000,000, and
(3) Such other matters as may properly come before the Annual Meeting or
any reconvened meeting following any adjournment thereof.
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 deliver a completed proxy, but
you are able to attend the Annual Meeting, you may revoke your proxy and re-cast
your votes by voting in person at the Annual Meeting or by following the
revocation procedures described in the accompanying Proxy Statement. If you
have any questions about the Proxy Statement, please contact us.
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 22, 1999
TO THE SHAREHOLDERS OF CRESCENT BANKING COMPANY:
NOTICE IS HEREBY GIVEN that the 1999 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 22, 1999 at 2:00 p.m. (the "Annual Meeting"), for the
following purposes:
1. Elect Directors. To elect two Class II directors to serve until the
----------------
Company's 2002 Annual Meeting of Shareholders or until their successors
are elected and qualified.
2. Amendment to Articles of Incorporation. To consider and vote upon a
---------------------------------------
proposed amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of common stock from 2,500,000
to 10,000,000.
3. Other Business. To act upon such other matters as may properly come
---------------
before the Annual Meeting or any reconvened meeting following any
adjournment thereof.
Only shareholders of record at the close of business on March 22, 1999
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 31, 1999
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 22, 1999
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 Company's 1999 Annual Meeting (the "Annual
Meeting") of Shareholders to be held at the Pickens County Chamber of Commerce
Community Center located at 500 Stegall Drive, Jasper, Georgia on Thursday,
April 22, 1999, and at any postponements or adjournments thereof. The Annual
Meeting is being held to consider and vote upon (i) the election of two Class II
directors to serve until the Company's 2002 Annual Meeting of Shareholders or
until their successors are elected and qualified, (ii) a proposed amendment the
Company's Articles of Incorporation to increase the number of authorized shares
of common stock from 2,500,000 to 10,000,000, and (iii) 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 solicitation is being made by
Crescent Banking Company.
This Proxy Statement is dated March 31, 1999 and is first being mailed
to the shareholders of the Company on or about April 5, 1999. A copy of the
Company's 1998 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, 1998, 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 Company's Board of Directors has fixed the close of business on
March 22, 1999 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 1,728,708 shares of the $1.00 par
value common stock of the Company ("Common Stock") issued and outstanding and
held by approximately 588 shareholders of record. All share information
contained in this Proxy Statement reflects the Company's September 30, 1998 two-
for-one stock split.
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
1
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ARE INDICATED, SUCH SHARES OF COMMON STOCK WILL BE VOTED "FOR" ELECTION OF THE
TWO NOMINEES FOR CLASS II DIRECTOR NAMED IN THE PROXY STATEMENT, "FOR" THE
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM 2,500,000 TO 10,000,000, 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.
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
The approval of each proposal set forth in this proxy statement
requires that a quorum be present at the Annual Meeting. The presence, in
person or by properly executed proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. Each shareholder is entitled to one vote on
each proposal per share of Common Stock held as of the Record Date.
Proposal One, relating to the election of the nominees for class ii
directors, requires approval by a "plurality" of the votes cast by the shares of
Common Stock entitled to vote in the election. This means that Proposal One
will be approved only if the holders of a majority of the shares of Common Stock
entitled to vote and voting at the Annual Meeting vote in favor of Proposal One.
With respect to Proposal One, abstentions and "broker non-votes" will be counted
as shares of Common Stock present for purposes of determining the presence of a
quorum. However, neither abstentions nor "broker non-votes" will be counted as
votes cast for purposes of determining whether a particular proposal has
received sufficient votes for approval. A "broker non-vote" occurs when a
nominee does not have discretionary voting power with respect to that proposal
and has not received instructions from the beneficial owner.
Proposal Two, and any other proposal that is properly brought before
the Annual Meeting, requires approval by the holders of a majority of the shares
of Common Stock entitled to vote at the Annual Meeting. With respect to such
proposals, abstentions will be counted, but "broker non-votes" will not be
counted, as shares present for purposes of determining the presence of a quorum.
Both abstentions and "broker non-votes" will be counted as votes cast against
such proposals for purposes of determining whether such proposal has received
sufficient votes for approval.
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.
2
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PROPOSAL ONE
ELECTION OF CLASS II 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 from their respective dates of
election. The current members of the Company's Board of Directors are serving
terms ending with the Company's Annual Meetings of shareholders in 1999 (class
II), 2000 (Class III) and 2001 (Class I). 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 II Directors of the Company to serve until
the Company's Annual Meeting of Shareholders in 2002 or until their respective
successors are elected and qualified.
The directors whose terms will expire at the 1999 Annual Meeting are
L. Edmund Rast and Harry C. Howard. L. Edmund Rast and J. Donald Boggus, Jr.
have been nominated by the Board of Directors to stand for election. If
elected, Messrs. Rast and Boggus will serve as Class II directors holding office
until the Company's 2002 Annual Meeting of Shareholders and until their
successors are elected and qualified. The following table sets forth, as to
each director, officer or nominee, (i) his name; (ii) his age at March 22,
1999; (iii) the date he was first elected as a director or officer; (iv) a
description of positions and offices that he holds with the Company (other than
as a director), Crescent Bank and Trust Company (the "Bank"), and Crescent
Mortgage Services, Inc. ("CMS"), if any; (v) a brief description of his
principal occupation or occupations over at least the last five years; (vi) his
other business experience; (vii) the number of shares of Common Stock
beneficially owned by him on March 22, 1999; (viii) and the percentage of the
total shares of Common Stock outstanding on March 22, 1999 that his 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 a director of the Bank
and of the Company since their respective 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. Elliott has
served as a director of the Company since October 1996 and a director of the
Bank since April 1995. Mr. Boggus has served as a director of the Bank since
April 1996 when he was named President and CEO of the Company and the Bank.
<TABLE>
<CAPTION>
Name; Age Number and
at March 22, 1999; Date Percentage of Principal Occupation
First Elected as Director Shares (1) and Business Experience
- -------------------------- -------------- -----------------------
Nominees for Election as Class II Directors (Term Expiring 2002)
----------------------------------------------------------------
<S> <C> <C>
L. Edmund Rast 29,600 (1.71%) Mr. Rast began his career with the Southern Bell Telephone Company
Age 83 in 1937 and served in various capacities before leaving Southern
1991 Bell as 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 from its organization until May 1995.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
J. Donald Boggus, Jr. 29,496 (2) Mr. Boggus began his Banking career working with C & S National
(1.69%) Bank in 1984 while attending the Georgia Institute of Technology.
Age 35 After serving as a staff accountant for two years with a regional
1989 accounting firm, Mr. Boggus worked as Controller for Etowah Bank in
Canton, Georgia. Mr. Boggus joined Crescent Bank and Trust Company
as controller in March 1989. Mr. Boggus served as Chief Financial
Officer of the Bank and the Company until being named President and
CEO in April 1996. Mr. Boggus has served on the Board of the Bank
and CMS since April 1996. Mr. Boggus also serves as Secretary of
CMS.
Incumbent Class II Directors Not Standing for Re-Election
---------------------------------------------------------
Harry C. Howard 34,800 (2.01%) Mr. Howard was a partner in the Atlanta law firm of King & Spalding
Age 69 from 1960 through 1992 and is presently a retired partner of such
1994 firm. Mr. Howard served as Chairman of the Board of the Bank from
April 1995 to April 1996.
Incumbent Class III Directors (Term Expiring 2000)
--------------------------------------------------
Arthur Howell 45,996 (3) Mr. Howell was a partner in the Atlanta law firm of Alston & Bird,
Age 79 (2.65%) LLP from 1945 through August 1988, and is currently of counsel with
1991 that firm. 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, a family of mutual
funds registered with the Securities and Exchange Commission. 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 248,754 (4) Mr. Lowe founded Jasper Jeep Sales, Inc., in 1976 and has served as
Age 51 (14.33%) its Chief Executive Officer since that time.
1991
Incumbent Class I Directors (Term Expiring 2001)
------------------------------------------------
Charles R. Fendley 17,770 Mr. Fendley served as the Vice President of Jasper Yarn Processing,
Age 53 (1.02%) Inc., a textile business, from 1972 until 1996, and has been a
1994 director of Oglethorpe 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.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
A. James Elliott 24,540 Mr. Elliott served as a partner with Alston & Bird, LLP for 30
Age 57 (1.42%) years before leaving in 1994. After leaving Alston & Bird, LLP in
1994, he joined Emory University Law School as the Associate Dean.
1995 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 Company's Board of Directors since October 1996.
Officers of the Company not serving as Director
-----------------------------------------------
Bonnie B. Boling 1,200 Ms. Boling serves as Vice President and Chief Financial Officer for
Age 44 (.07%) the Company and CMS. She has a Bachelor of Science in Accounting
from Kennesaw State University. Ms. Boling held the position of
1997 Senior Vice President and Chief Financial Officer for Cherokee
Federal Savings Bank, FSB and Bank of North Georgia form 1989 to
1994. Ms. Boling has worked in the banking industry since 1973.
Robert C. KenKnight 23,347 Mr. KenKnight joined the Bank as its Executive Vice President for
Age 58 (1.33%) Mortgage Banking Operations in February 1993. He has served as the
President of CMS since it organization in October 1994. Mr.
1993 KenKnight was the President of Liberty Mortgage Corporation, an
Atlanta-based mortgage company with a mortgage-servicing portfolio
of approximately $900 million, from October 1989 until joining the
Bank. He was previously employed as Executive Vice President of
Entrust Funding Company, Atlanta, from February 1986 to August
1989, and has worked in the mortgage industry since 1963. Mr.
KenKnight is past President of the Mortgage Bankers Association of
Georgia and the Atlanta Mortgage Bankers Association.
Michael P. Leddy 5,733 Mr. Leddy has a B.S. for the University of Central Florida where he
Age 53 (.33%) majored in finance. He was head of the Secondary Marketing group
of Molton Allen & Williams, Inc. before leaving in 1976 to join
1993 Paine Webber Incorporated's institutional sales division in
Atlanta, Georgia. In 1985, he served on the initial management
team that started Arvida Mortgage Company in Boca Raton, Florida, a
subsidiary of Walt Disney Productions. He then returned to Paine
Webber Incorporated before joining the Company in 1993 as Senior
Vice President of Secondary Marketing for the Bank and CMS.
</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 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.
5
<PAGE>
(2) Includes 12,000 shares subject to stock options currently exercisable or
within 60 days and 726 shares held by Mr. Boggus' wife.
(3) Includes 2,370 shares held by Mr. Howell's wife, as to which shares Mr.
Howell disclaims beneficial ownership.
(4) Includes 26,400 shares held as custodian for Mr. Lowe's children and 5,000
shares held by his wife.
Recommendation and Required Vote
This Proposal One, for the election of the two nominees as class II
Directors, requires approval by the holders of a majority of the shares of
Common Stock entitled to vote and voting at the meeting. The Board of Directors
recommends a vote "FOR" this Proposal One. Proxies solicited by the Board of
Directors will be so voted unless shareholders specify a contrary choice in
their proxies.
PROPOSAL TWO
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company's Articles of Incorporation (the "Articles") authorize the
issuance of 2,500,000 shares of the Company's Common Stock. As of March 22,
1999, there were 1,728,708 shares of the Company's Common Stock issued and
outstanding. The Board of Directors has adopted a resolution to amend the
Company's Articles to increase the number of authorized shares of Common Stock.
This amendment would increase the number of shares of Common Stock that the
Company is authorized to issue from 2,500,000 to 10,000,000 in order to have
additional authorized but unissued shares available for issuance to meet
business demands as they may arise. The Board of Directors believes that such
additional shares will provide the Company with the flexibility to issue Common
Stock for possible future stock dividends or splits, acquisitions, stock options
plans, possible future financings or other corporate purposes which may be
identified in the future by the Board of Directors, without the possible expense
and delay of a special shareholders' meeting.
The authorized shares of Common Stock in excess of those issued will be
available for issuance at such times and for such corporate purposes as the
Board of Directors may deem advisable, without further action by the Company's
shareholders, except as may be required by applicable law, the rules of the
Nasdaq SmallCap Market, or by the rules of any stock exchange or national
securities association trading system on which the securities may be listed or
traded. Upon issuance, such shares will have the same rights as the outstanding
shares of Common Stock. Holders of Common Stock have no preemptive rights.
The Company has no arrangements, agreements, understandings or plans at the
present time for the issuance or use of the additional shares of Common Stock
proposed to be authorized, except stock option plans. The issuance of
additional shares of Common Stock may have a dilutive effect on earnings per
share and for persons who do not purchase additional shares to maintain their
pro rata interest in the Company, on such shareholders' percentage voting power.
Although the Company has no present intention to issue shares of Common
Stock to make acquisitions of control of the Company more difficult and is
unaware of any pending proposals to acquire the Company, any future issuances of
Common Stock could have that effect. For example, the acquisition of shares of
the Company's Common Stock by an entity seeking to acquire control of the
Company might be discouraged through the public or private issuance of
additional shares of Common Stock, since such issuance would dilute the stock
ownership of the acquiring entity. Common Stock, or rights to acquire such
shares, could also be issued to existing shareholders as a dividend or
privately placed with purchasers who might side with the Company's Board of
Directors on opposing a takeover bid, thus discouraging such a bid.
The Proposal Two, for the amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of Common Stock from
2,500,000 to 10,000,000, requires approval by a majority of all the votes
entitled to be cast by the shareholders. The Board of Directors recommends a
vote "FOR" this Proposal
6
<PAGE>
two. 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
During 1998, each member of the Company's Board of Directors received a
retainer fee of $4,000 for their services. In addition, pursuant to the
Company's 1995 Stock Option Plan for Outside Directors (the "Plan"), the Company
regularly awards shares of its Common Stock to outside directors. During each
of 1995, 1996 and 1997, the Company awarded 400 shares of its Common Stock to
each of its outside directors. During 1998, the Company's Board of Directors
and shareholders approved certain amendments to the Plan, which, among other
things, authorized a one-time grant of 4,000 shares of Common Stock to be made
during 1998 to each of the Company's outside directors. The Company completed
this one-time grant on April 17, 1998. The Company has 98,000 shares of its
Common Stock authorized and reserved for issuance under the Plan, and, as of
March 22, 1999, 78,400 shares had been issued under the Plan.
The Board of Directors held nine meetings during 1998. During 1998, each
member of the Company's Board of Directors attended at least 75% of the
aggregate number of meetings of the Board of Directors and committees thereof on
which he served.
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 A. James Elliott. The Audit
Committee has the responsibility of reviewing 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 five meetings during the year ended December 31, 1998.
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.
7
<PAGE>
OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table 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 persons known by the Company to beneficially own more than 5% of the
Common Stock as of March 22, 1999, 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>
NAME AND ADDRESS AMOUNT AND NATURE OF BENEFICIAL
OF BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
- ------------------------------------------ ------------------------------- ----------------
<S> <C> <C>
Michael W. Lowe, Director 248,754(2) 14.33%
Fox Run
Jasper, Ga 30143
Charles R. Fendley, Secretary 17,700 1.02%
165 Town Creek Trail
Jasper, Ga 30143
Arthur Howell, Chairman 45,996 (3) 2.65%
200 Larkspur Lane
Highlands, NC 28741
Robert C. KenKnight, Executive Officer 23,347 1.33%
2043 Woodland Way
Dunwoody, GA 30338
L. Edmund Rast, Director 34,800 2.01%
4434 Harris Valley Road
Atlanta, GA 30327
J. Donald Boggus, Jr., President/CEO 29,496 (4) 1.69%
281 Happy Talk Trail
Jasper, GA 30143
James D. Boggus, Sr. 97,568 (5) 5.63%
948 Happy Talk Trail
Jasper, GA 30143
A. James Elliott, Director 10,270 1.42%
732 Big Canoe
Big Canoe, GA 30143
Bonnie B. Boling, Vice President 1,200 .07%
264 East Boling Rd.
Jasper, GA 30143
Michael P. Leddy, Senior Officer 5,733 .33%
4698 East Conway Drive
Atlanta, GA 30327
</TABLE>
8
<PAGE>
All current directors and executive 459,966 25.50%
officers as a group (9 persons)
________________________________________
(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 26,400 shares held as custodian for Mr. Lowe's children and 5,000
shares held by his wife.
(3) Includes 2,370 shares held by Mr. Howell's wife, as to which shares Mr.
Howell disclaims beneficial ownership.
(4) Includes 12,000 shares subject to stock options currently exercisable or
within 60 days and 726 shares held by Mr. Boggus' wife.
(5) Includes 43,684 shares held by Mr. Boggus' wife.
Compensation of Executive Officers and Directors
Under rules established by the Securities and Exchange Commission (the
"SEC"), 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 $100,000
per year (collectively, the "Named Executive Officers").
9
<PAGE>
The table below sets forth-certain elements of compensation for the Named
Executive Officers of the Company or the Bank for the periods indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
-------------------------------------- ----------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Securities
Other Underlying All
Annual Restricted Options/ Other
Name and Principal Salary Bonus Compen- Stock Compensa-
Position Year ($) ($) sation($) Awards(1) SARs(#) tion($)(2)
-------- ---- --- --- --------- --------- ------- ----------
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. Donald Boggus, Jr. 1998 $ 85,000 $ 25,000 - - - $ 6,415
President and Chief
Executive Officer 1997 70,000 10,000 - - - 7,202
of the Company and
the Bank 1996 65,000 6,500 - - - 4,361
- ---------------------------------------------------------------------------------------------------------------------------------
Robert C. KenKnight 1998 $527,325 - - - - $ 6,000
Executive Vice
President of the 1997 278,086 - - 1,939 - 12,373
Bank; President of
the Bank's Mortgage 1996 322,286 - - - 2,500 9,050
Division
- ---------------------------------------------------------------------------------------------------------------------------------
Michael P. Leddy 1998 $277,575 $ 25,000 - - - $ 6,000
Senior Vice
President of the 1997 163,348 25,000 - - - 7,042
Bank in Charge of
Secondary Mortgage 1996 125,000 25,000 - - 1,500 5,008
Marketing
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
________________________________________
(1) Mr. KenKnight was granted 7,402 shares of restricted stock on March 1, 1998
pursuant to his employment agreement with the Company, based on a
percentage of the total added value of the Bank's mortgage division and
CMS. Such shares vest as to 20% per year from the date of grant. As of
December 31, 1998, Mr. KenKnight was the only person holding restricted
stock of the Company. Mr. KenKnight's total shares granted to date under
this agreement was 11,280 shares at December 31, 1998. On such date, his
11,280 shares of restricted stock were valued at $149,460.
(2) Other compensation represents insurance premiums paid by the Company on
group term life insurance in excess of $50,000 and car allowance.
Option/SAR Grants in Last Fiscal Year
No stock options or stock appreciation rights ("SARS") were granted to the
Named Executive Officers during 1998.
11
<PAGE>
Aggregated Option/SAR Exercises in 1998
and 1998 Year-End Option/SAR Values
The following table shows stock options exercised by the Named Executive
Officers during 1998, including the aggregate value of gains on the date of
exercise. In addition, this table includes the number of shares covered by both
exercisable and non-exercisable options as of December 31, 1998. Also reported
are the values for "in-the-money" options, which represent the positive spread
between the exercise price of any such existing options and the year-end price
of the Company's Common Stock. No SARs were outstanding in 1998.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End(#) FY-End($)
Shares Acquired
on Value Realized Exercisable(E)/ Exercisable(E)/
Name Exercise(#) ($) Unexercisable(U) Unexercisable(U)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. Donald Boggus, Jr. 0 N/A 12,000 (E) $ 95,000 (E)
-0- (U) $0 (U)
- ---------------------------------------------------------------------------------------------------------
Robert C. KenKnight 0 N/A 20,000 (E) $145,000 (E)
5,000 (U) $ 33,750 (U)
- ---------------------------------------------------------------------------------------------------------
Michael P. Leddy 0 N/A -0- (E) $ 21,248 (E)
6,500 (U) $ 62,753 (U)
- ---------------------------------------------------------------------------------------------------------
A. James Elliott 0 N/A 5,200 (E) $ 15,200 (E)
-0- (U) $0 (U)
- ---------------------------------------------------------------------------------------------------------
Charles R. Fendley 0 N/A 7,200 (E) $ 25,700 (E)
-0- (U) $0 (U)
- ---------------------------------------------------------------------------------------------------------
Arthur Howell 0 N/A 7,200 (E) $ 25,700 (E)
-0- (U) $0 (U)
- ---------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
MICHAEL W. LOWE 0 N/A 7,200 (E) 25,700 (E)
-0- (U) $0 (U)
- ---------------------------------------------------------------------------------------------------------
L. EDMUND RAST 0 N/A 7,200 (E) 25,700 (E)
-0- (U) $0 (U)
- ---------------------------------------------------------------------------------------------------------
</TABLE>
EXECUTIVE EMPLOYMENT AGREEMENT
Robert C. KenKnight, the President of CMS and an Executive Vice
President of the Bank, has entered into an employment agreement (the "Employment
Agreement") with the Company dated as of May 1, 1997. In addition to salary,
the Employment Agreement entitles Mr. KenKnight 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, 1998, the amount of credit extended to directors,
executive officers, principal shareholders and their associates was
approximately $1,857,170, or approximately 13.1% 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, 1998.
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. The Board of Directors of the
Company currently intends to approve the engagement of Mauldin & Jenkins as its
independent auditors for the fiscal year ending December 31, 1999.
13
<PAGE>
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 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, 1998, all Section 16(a) filing requirements applicable to
directors, executive officers, and greater than ten percent beneficial owners
were complied with by such persons.
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 judgment.
SHAREHOLDER'S PROPOSALS FOR THE 2000 ANNUAL MEETING
Proposals from shareholders intended to be presented at the 2000
Annual Meeting of Shareholders must be received by the Company on or before
November 26, 1999 to be eligible for inclusion in the Company's Proxy Statement
and Proxy related to that meeting. Any other matter proposed by shareholders to
be discussed at the Company's 2000 Annual Meeting of Shareholders may be so
discussed if (i) the proposal is received by the Company on or before February
9, 2000, and (ii) the Company in its sole discretion, approves discussion of the
matter at the Annual Meeting. Proposals regarding any such matters will not,
however, be included in the Company's Proxy Statement and Proxy unless they are
received prior to November 26, 1999.
14
<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 22, 1999
The undersigned hereby appoints A. James Elliott and Arthur Howell, 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 22, 1999, 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:
1. ELECTION OF DIRECTORS: Authority for the election of L. Edmund Rast and J.
Donald Boggus, Jr. as Class II directors each to serve until the Company's 2002
Annual Meeting of Shareholders 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)
________________________________________________________________________________
The Board of Directors recommends a Vote "FOR" the following proposal:
2. AMEND THE COMPANY'S ARTICLES OF INCORPORATION: AUTHORITY TO APPROVE AN
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM 2,500,000 TO 10,000,000.
FOR _____ AGAINST _____ ABSTAIN _____
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 CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
COMMON SHARES: DATED: ________________, 1999
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.
