<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:
(X) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Stanly Capital Corp
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
STANLY CAPITAL CORP
167 NORTH SECOND STREET
ALBEMARLE, NORTH CAROLINA 28001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE is hereby given that the Annual Meeting of Shareholders of
Stanly Capital Corp (the "Company") will be held as follows:
PLACE: Stanly County Agri-Civic Center
26032 Newt Road
Albemarle, North Carolina
DATE: Tuesday, April 22, 1997
TIME: 6:00 p.m. - Dinner
7:30 p.m. - Business Meeting
The purposes of the meeting are:
1. To amend Article I of the Articles of Incorporation of Stanly
Capital Corp in order to change the name of the Company to
"Uwharrie Capital Corp";
2. To elect seven directors of the Company;
3. To ratify the appointment of Dixon, Odom & Co., L.L.P., as the
Company's independent public accountants for 1997; and
4. To transact such other business as may properly be presented
for action at the meeting.
YOU ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. HOWEVER, EVEN
IF YOU PLAN TO ATTEND, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED
APPOINTMENT OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT
PURPOSE TO ENSURE THAT A QUORUM IS PRESENT AT THE MEETING. THE GIVING OF AN
APPOINTMENT OF PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE IT OR TO ATTEND THE
MEETING AND VOTE IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
ROGER L. DICK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MARCH __, 1997
<PAGE>
STANLY CAPITAL CORP
167 NORTH SECOND STREET
ALBEMARLE, NORTH CAROLINA 28001
(704) 983-6181
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Stanly Capital Corp (the "Company") of
appointments of proxy for use at the annual meeting of the Company's
shareholders (the "Annual Meeting") to be held on Tuesday, April 22, 1997, at
7:30 p.m., in the Stanly County Agri-Civic Center, 26032 Newt Road, Albemarle,
North Carolina, and at any adjournments thereof. The Company's proxy
solicitation materials are first being mailed to shareholders on or about March
__, 1997. In this Proxy Statement, the Company's subsidiary bank, Bank of
Stanly, is referred to as the "Bank".
VOTING OF PROXIES
Persons named in the enclosed appointment of proxy as proxies (the
"Proxies") to represent shareholders at the Annual Meeting are Roger L. Dick,
Dawn L. Melton and Tamara M. Singletary. Shares represented by each appointment
of proxy which is properly executed, returned and not revoked, will be voted in
accordance with the directions contained therein. If no directions are given,
such shares will be voted "FOR" the election of each of the seven nominees for
director named in Proposal 2, and "FOR" Proposals 1 and 3. If, at or before the
time of the Annual Meeting, any nominee named in Proposal 2 has become
unavailable for any reason, the proxies will be authorized to vote for a
substitute nominee. On such other matters as may come before the meeting, the
proxies will be authorized to vote in accordance with their best judgment.
RECORD DATE
The close of business on March 7, 1997, has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting. Only those shareholders of record
on that date will be eligible to vote on the proposals described herein.
VOTING SECURITIES
The Company's voting securities are the shares of its common stock, par
value $1.25 per share, of which 2,170,964 shares were issued and outstanding on
February 28, 1997.
VOTING PROCEDURES; VOTES REQUIRED FOR APPROVAL
At the Annual Meeting, each shareholder will be entitled to one vote
for each share held of record on the Record Date on each matter submitted for
voting and, in the election of directors, for each director to be elected. In
accordance with North Carolina law, shareholders will not be entitled to vote
cumulatively in the election of directors.
1
<PAGE>
In the election of directors, the seven nominees receiving the highest
number of votes will be elected. For Proposals 1 and 3 to be approved, a
majority of the shares represented in person and by proxy and entitled to vote
at the Annual Meeting must be voted in favor of approval. Abstentions and broker
nonvotes will have no effect in the voting at the Annual Meeting.
REVOCATION OF APPOINTMENT OF PROXY
Any shareholder who executes an appointment of proxy has the right to
revoke it at any time before it is exercised by filing with the Secretary of the
Company either an instrument revoking it or a duly executed appointment of proxy
bearing a later date, or by attending the Annual Meeting and announcing his or
her intention to vote in person.
EXPENSES OF SOLICITATION
The Company will pay the cost of preparing, assembling and mailing this
Proxy Statement. Appointments of proxy also may be solicited personally or by
telephone by the Company's and the Bank's directors, officers and employees
without additional compensation.
BENEFICIAL OWNERSHIP OF SECURITIES BY MANAGEMENT AND NOMINEES
As of February, 1997, there were no persons who were known to
management of the Company to beneficially own more than 5% of the Company's
common stock. The following table lists the individual beneficial ownership of
the Company's common stock as of February 28, 1997, by the Company's current
directors and nominees for director, by the Company's executive officer named in
the Summary Compensation Table below, and by all current directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1,2) PERCENT OF CLASS (1)
------------------- -------------------------- --------------------
<S> <C> <C>
William S. Aldridge, Jr. 3,217 .15
Cynthia H. Beane 9,803 .45
Joe S. Brooks 3,738 .17
Ronald T. Burleson 7,493 .35
Barton D. Burpeau, Jr. 1,575 .07
William F. Clayton 2,180 .10
John J. Earnhardt, Jr. 1,150 .05
G. Chad Efird 8,607 .40
W. Kermit Efird 27,428 1.26
James L. Harris 286 .01
Eric M. Johnsen, M.D. 14,558 .67
James F. Link, D.V.M. 200 .01
Jerry J. Long 3,812 .18
W. Chester Lowder 786 .04
James R. Mauney, Sr. 8,557 .39
Pamela S. Morton 336 .02
John P. Murray, M.D. 6,346 .29
Kent E. Newport 429 .02
Catherine A. Pickler 1,074 .05
George T. Reaves 2,881 1.33
A. James Russell 574 .03
B. A. Smith 1,121 .05
2
<PAGE>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1,2) PERCENT OF CLASS (1)
Boyce E. Thompson 4,471 .20
Douglas V. Waddell 384 .02
Roger L. Dick 13,122 .60
All current directors,
nominees for director and
executive officers as a group
(29 persons) 169,261(3) 7.67
</TABLE>
(1) Except as otherwise noted, to the best knowledge of management of the
Company the individuals named or included in the group above exercise
sole voting and investment power with respect to all shares shown as
beneficially owned. The calculations of the percentage of class
beneficially owned by each individual and by the group as a whole are
based on a total number of outstanding shares equal to the 2,205,923
shares currently outstanding plus the number of shares capable of being
issued to that individual (if any) and to the group as a whole within
60 days upon the exercise of stock options held by that individual (if
any) and by the group, respectively.
(2) Includes shares over which the named individual shares voting and
investment power as follows: Mr. Aldridge - 2,881 shares; Ms. Beane -
9,546 shares; Mr. Brooks - 3,538 shares; Mr. Burleson - 1,138 shares;
Mr. Burpeau - 1,223 shares; Mr. C. Efird - 8,271 shares; Mr. K. Efird -
27,076 shares; Dr. Johnsen - 14,206 shares; Mr. Long - 3,363 shares;
Mr. Lowder - 574 shares; Mr. Mauney - 6,829 shares; Dr. Murray - 5,563
shares; Mr. Newport - 224 shares; Mr. Russell - 174 shares; Mr.
Thompson - 2,877 shares.
(3) Includes a total of 29,201 shares as to which the persons included in
the group exercise sole voting and investment power, and 105,101 shares
as to which such power is shared. Also includes an aggregate of 34,959
shares which executive officers included in the group could purchase
under currently exercisable stock options.
REPORTS OF CHANGES IN BENEFICIAL OWNERSHIP
Directors and executive officers of the Company are required by federal
law to file reports with the Securities and Exchange Commission regarding the
amount of and changes in their beneficial ownership of the Company's common
stock. In November 1996, Richard E. Clayton, Sr., former Executive Vice
President of the Bank, exercised stock options covering 26,324 shares of common
stock following his resignation from the Bank and sold those shares on the same
day, for which the required report was not filed by its due date. A report has
been filed to cover such transaction.
PROPOSAL 1: AMENDMENT OF ARTICLES OF INCORPORATION
In order to attract a broader customer base and to give the Company
regional as well as local appeal, the Board of Directors of the Company
recommends to shareholders that Article I of the Articles of Incorporation of
Stanly Capital Corp be amended in order to change the name of the Company from
Stanly Capital Corp to "Uwharrie Capital Corp".
The text of Article I as proposed to be amended is as follows:
"The name of the corporation is Uwharrie Capital Corp
(herein referred to as the "Corporation")."
3
<PAGE>
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE AMENDMENT OF THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY
TO "UWHARRIE CAPITAL CORP".
PROPOSAL 2: ELECTION OF DIRECTORS
NOMINEES
The Company's Bylaws provide for a Board of Directors composed of 18
members divided into three classes, each consisting of six directors who are
elected to terms of three years. Each year the terms of six directors expire and
six persons are elected as directors for new three-year terms. Due to the death
of Director Paul J. Cox, Cynthia H. Beane was appointed to serve on the Board of
Directors in 1996 to fill the unexpired one-year term of Mr. Cox. The Board of
Directors intends to nominate the seven persons named below for election by
shareholders at the Annual Meeting as directors of the Company for the terms
specified below or until their respective successors are duly elected and
qualified. With the exception of Cynthia H. Beane who currently serves as a
director of the Company, all of the nominees are new nominees. In order to
continue to evenly stagger the terms of the directors on the Board of Directors,
Ms. Beane has been nominated to serve a two-year term.
<TABLE>
<CAPTION>
POSITIONS
WITH YEAR IN WHICH
COMPANY FIRST ELECTED/ PRINCIPAL OCCUPATION
NAME AND AGE AND BANK PROPOSED TERM EXPIRES AND BUSINESS EXPERIENCE
FOR PAST 5 YEARS
<S> <C> <C> <C>
Cynthia H. Beane Director 1996/1999 Cynthia H. Beane, CPA, Albemarle, NC
(48) (certified public accountant)
Joe S. Brooks Nominee ---/2000 Partner, Brothers Precision Tool Company,
(47) Albemarle, NC (tool and die shop)
Ronald T. Burleson Nominee ---/2000 Partner, Thurman Burleson & Sons Farm,
(47) Richfield, NC (farming operation)
James F. Link, D.V.M. Nominee ---/2000 Veterinarian and Owner, North Stanly Animal
(44) Clinic, New London, NC
Kent E. Newport Nominee ---/2000 President, KDC, Inc. DBA Coy's Laundromat,
(35) Albemarle, NC (coin laundry and self-service
carwash)
George T. Reaves Nominee ---/2000 Retired, previously Vice President Traffic
(69) and Transportation, Collins & Aikman
Corporation, Albemarle, NC (manufacturer of
automotive fabrics, upholstery, yarns)
A. James Russell Nominee ---/2000 Construction Manager, J.T. Russell & Sons,
(42) Inc., Albemarle, NC (highway heavy utility
construction)
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
NOMINEES NAMED ABOVE.
4
<PAGE>
INCUMBENT DIRECTORS
The Company's current Board of Directors includes 11 directors whose
terms will continue after the Annual Meeting. The following table contains
information about those 11 incumbent directors.
<TABLE>
<CAPTION>
POSITIONS YEAR IN WHICH
WITH FIRST ELECTED/ PRINCIPAL OCCUPATION
COMPANY CURRENT TERM AND BUSINESS EXPERIENCE
NAME AND AGE AND BANK EXPIRES (1) FOR PAST 5 YEARS
- ----------------------- ----------- ------------ -------------------------------------
<S> <C> <C> <C>
William S. Aldridge, Jr. Director 1993/1999 Manager, Secretary-Treasurer and co-
(69) owner, Stanly Funeral Home, Inc.
Albemarle, NC
William F. Clayton Director 1992/1998 Cost office supervisor for Aluminum
(49) Company of America (ALCOA), Badin, NC
(aluminum products manufacturer)
G. Chad Efird Director 1993/1999 Retired; previously was Technical
(74) Supervisor, Aluminum Company of
America (ALCOA), Badin, NC aluminum
products manufacturer)
Jerry J. Long Director 1992/1998 President, Secretary and co-owner, Long's
(65) Diamond Broker, Albemarle, NC (diamond
broker)
W. Chester Lowder Director 1995/1999 Director of Field Services, North Carolina
(48) Farm Bureau Federation, Raleigh, NC
(agricultural service agency); President,
Fork "L" Farm, Inc., Norwood, NC (farming
operation)
Pamela S. Morton Director 1992/1998 Principal, Endy Elementary
(44) School, Albemarle, NC,
previously Personnel Director,
Stanly County Schools, Albemarle, NC
John P. Murray, M.D. Director 1996/1998 Retired; previously, physician, Albemarle
(55) Ear, Nose and Throat, Albemarle, NC
Catherine A. Pickler Director 1995/1998 Homemaker and community volunteer,
(62) New London, NC
B. A. Smith Director 1996/1999 Retired, Stanfield, NC; previously
(63) was pilot and Base Commander, United
States Air Force
Boyce E. Thompson Director 1992/1998 Treasurer, Stanly Fixtures Co.,
(46) Inc., Norwood, NC (store
fixtures
manufacturer)
Douglas V. Waddell Director 1995/1999 Retired; previously was Manager, Sears
(68) & Roebuck - Automotive Department,
Albemarle, NC (retail store)
</TABLE>
(1) The year first elected indicates the year in which each individual was
first elected a director of the Bank or the Company, as applicable, and
does not reflect breaks in certain of the named individuals' tenures as
directors of the Bank or the Company, as applicable.
5
<PAGE>
DIRECTOR COMPENSATION
Each of the Company's directors also serves as a director of the Bank.
For service during 1997, the Bank will pay each director a fee of $200 for each
Board of Directors meeting attended and $100 for attendance at each meeting of a
committee. Directors do not receive additional fees for their services as
directors of the Company.
During 1994, the Company adopted a plan under which individual
directors may elect each year to defer receipt of all or a designated portion of
their fees for that year. Amounts so deferred earn interest at rates tied to
market indices selected quarterly by the plan administrators, and such amounts
become payable in the future (in a lump sum or annual installments) as specified
by the director at the time of his or her deferral election. During 1996,
Directors Lowder, K. Efird, Long and Thompson deferred compensation pursuant to
such plan.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's and the Bank's Boards of Directors have the same members
and hold joint meetings. Each Board of Directors held 12 regular meetings and 3
special meetings during 1996. Each incumbent director attended 75% or more of
the aggregate number of meetings of the Boards of Directors and of any
committees on which he or she served with the exception of Directors Johnsen,
Lowder and Morton whose absences were due to prior business commitments.
The Company's and the Bank's Boards of Directors have several standing
committees, including an Examining Committee, a Personnel Committee, a
Compensation Committee and a Nominating Committee.
The current members of the Examining Committee are Boyce E. Thompson -
Chairman, William F. Clayton, James L. Harris, Jerry J. Long and John P. Murray.
The Examining Committee reviews the annual audit reports of the Bank's
independent auditors and the examination reports issued by bank regulatory
agencies, and oversees the work of the Bank's internal auditor. The Examining
Committee met 11 times during 1996.
The current members of the Personnel Committee are G. Chad Efird -
Chairman, Pamela S. Morton, B.A. Smith and Douglas V. Waddell. The Personnel
Committee is authorized to consider and make recommendations to the Boards of
Directors for action on matters pertaining to the compensation of employees
(other than executive officers) of the Company and the Bank and to establish
personnel policies for the Company and the Bank. The Personnel Committee did not
meet during 1996. The Board of Directors has voted that, beginning in 1997, the
Compensation Committee will also function as the Personnel Committee.
The current members of the Compensation Committee are G. Chad Efird -
Chairman, William F. Clayton, W. Chester Lowder, James R. Mauney, Pamela S.
Morton, B.A. Smith, Jr. and Douglas V. Waddell. The Compensation Committee is
authorized to consider and make recommendations to the Boards of Directors for
action on matters pertaining to the compensation of executive officers of the
Company and the Bank. The Compensation Committee met two times during 1996.
6
<PAGE>
The current members of the Nominating Committee are Jerry J. Long -
Chairman, William S. Aldridge, Jr., W. Kermit Efird, Eric M. Johnsen, M.D. and
Pamela S. Morton. The Nominating Committee recommends candidates to the
Company's Board of Directors for selection as nominees for election as directors
of the Company and the Bank. The Nominating Committee met two times during 1996.
In making its recommendations, the Nominating Committee will consider candidates
recommended by shareholders. Recommendations of nominee candidates by
shareholders for the 1998 Annual Meeting should be submitted in writing to the
Chief Executive Officer of the Company by September 30, 1997, and should be
accompanied by a statement of each candidate's qualifications to serve as a
director.
EXECUTIVE OFFICERS
The following table contains information about the current executive
officers of the Company and the Bank.
<TABLE>
<CAPTION>
EMPLOYED
CURRENT POSITIONS BY BANK
NAME AND AGE WITH COMPANY AND/OR BANK SINCE
- -------------------- ------- ------------------------- --------
<S> <C> <C>
Roger L. Dick (45) President and Chief Executive Officer of Company and Bank 1983
Jackie S. Jernigan (42) Executive Vice President of Bank (retail banking) 1983
Dawn L. Melton (36) Executive Vice President of Company (technology) 1983
Tamara M. Singletary (37) Executive Vice President of Company (administration) 1983
Thomas H. Swaringen (53) Executive Vice President of Bank (credit administration) 1990
</TABLE>
Effective April 14, 1997, Ron B. Davis will begin employment with the
Bank as President. Roger Dick, President and Chief Executive Officer of the
Company and the Bank, will remain President and Chief Executive Officer of the
Company and Chief Executive Officer of the Bank.
EXECUTIVE COMPENSATION
The following table shows, for 1996, 1995 and 1994, the compensation
paid to or received or deferred by the Company's chief executive officer. No
other current executive officer of the Company or the Bank received compensation
for 1996 which exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- ----------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------- -----------------------------------
AWARDS PAYOUTS
---------------------- --------
OTHER ALL
ANNUAL RESTRICTED OTHER
NAME AND COMPEN- STOCK OPTIONS/ LTIP COMPEN-
PRINCIPAL SALARY BONUS SATION AWARDS SARS PAYOUTS SATION
POSITION YEAR ($)(1) ($)(2) ($)(3) ($) (#) ($) ($)(4)
- ----------------------- ---- ---------- ------------ ---------- --------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Roger L. Dick, President 1996 $107,966 $5,398 0 0 63,703(5) 0 $6,802
and Chief Executive
Officer of the Company
and the Bank
1995 95,865 3,607 -0- -0- -0- -0- 5,968
1994 95,104 3,571 -0- -0- -0- -0- 6,028
</TABLE>
(1) Includes amounts deferred at Mr. Dick's election pursuant to the
Company's Section 401(k) savings plan.
7
<PAGE>
(2) Includes all cash bonuses received for each year by Mr. Dick. At the
end of each year the Company's Board of Directors may approve the
payment of annual cash bonuses to individual officers based on the
Company's results of operations and their individual performance during
the year. The payment and amounts of any such bonuses are determined
solely by the Company's Board of Directors. In addition to
discretionary cash bonuses, during 1996 the Company maintained an
incentive plan under which, at the end of each calendar quarter, each
of certain officers and employees could receive a cash bonus (equal to
5.0% of their quarterly salary) if the Company's financial performance
for that quarter equaled or exceeded budgeted amounts.
(3) In addition to compensation paid in cash, the Company's executive
officers receive certain personal benefits. However, the aggregate
value of non-cash benefits received by Mr. Dick during each year did
not exceed 10% of cash compensation paid to him.
(4) Consists entirely of the Company's contributions on behalf of Mr. Dick
to the Company's Section 401(k) savings plan.
(5) The number of shares covered by options increased to 65,614 as a result
of a 3% stock dividend declared in December 1996.
STOCK OPTIONS
The following table contains information with regard to grants of stock
options during 1996 to Roger L. Dick, the Company's President and Chief
Executive Officer.
<TABLE>
<CAPTION>
STOCK OPTION GRANTS IN 1996
INDIVIDUAL GRANTS
Number of
Securities
Underlying % of Options Granted
Options to Employees in Exercise or Base
Name Granted (#)(1) Fiscal Year Price ($) Per Share Expiration Date
- ---- -------------- -------------------- ------------------- ---------------
<S> <C> <C> <C> <C>
Roger L. Dick 63,703(2) 50% $6.00 (2) 4/15/06
</TABLE>
(1) One-fifth of the options vest and become exercisable in each of the
five years beginning April 15, 1998, assuming Mr. Dick remains employed
by the Company. If Mr. Dick's employment terminates before the end of
the vesting period, Mr. Dick may exercise vested options for varying
periods after termination (depending on the manner of termination) in
accordance with the plan.
(2) The number of shares covered by options increased to 65,614 and the
exercise price decreased to $5.825 as a result of a 3% stock dividend
declared in December 1996.
The following table contains information with respect to stock options
exercised during 1996, and held at December 31, 1996, by Roger L. Dick, the
Company's President and Chief Executive Officer.
8
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
- -----------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS/SARS AT FY-END AT FY-END
(#) ($)(2)
----------------------------- -----------------------------
SHARES
ACQUIRED ON VALUE
EXERCISE REALIZED
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------- ---------------- --------- ------------ ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Roger L. Dick 13,726 $33,313 -0- 65,614 -0- $11,482
</TABLE>
(1) Represents the aggregate fair market value on the date of exercise
(based on an estimated market value of $6.00 per share) of shares
acquired upon such exercise, minus the aggregate exercise or purchase
price of those shares.
(2) Represents the aggregate fair market value at December 31, 1996 (based
on an estimated market value of $6.00 per share) of shares underlying
unexercised options held on that date, minus the aggregate exercise or
purchase price of those shares.
TRANSACTIONS WITH MANAGEMENT
The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with certain of the Company's
and the Bank's directors and executive officers and their associates. All loans
included in 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 do not involve more
than the normal risk of collectibility or present other unfavorable features.
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Board of Directors has appointed the firm of Dixon, Odom & Co.,
L.L.P., Certified Public Accountants, as the Company's independent accountants
for 1997, and a proposal to ratify that appointment will be submitted for
shareholder approval at the Annual Meeting.
A representative of Dixon, Odom & Co., L.L.P is expected to be present
at the Annual Meeting and available to respond to appropriate questions, and
will have the opportunity to make a statement if he desires to do so.
On August 31, 1996, the Company discontinued the services of McGladry &
Pullen, L.L.P. and engaged Dixon, Odom & Co., L.L.P. as the Company's
independent certified public accountants. In connection with McGladry & Pullen's
audits of the financial statements of the Company for the prior three fiscal
years, there were no disagreements with the Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of McGladry & Pullen,
L.L.P., would have caused them to make reference to the subject of the
disagreement in connection with their report. In addition, during these periods
there was no adverse opinion or disclaimer of opinion or any modification of
opinion as to uncertainty, audit scope or accounting principles. The decision to
change accountants was approved by the Company's Board of Directors.
9
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF DIXON, ODOM & CO., L.L.P. AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR 1997.
OTHER MATTERS
The Board of Directors knows of no other business that will be brought
before the Annual Meeting. Should other matters properly be presented for action
at the Annual Meeting, the Proxies, or their substitutes, will be authorized to
vote shares represented by appointments of proxy according to their best
judgment.
PROPOSALS OF SHAREHOLDERS
Any proposal of a shareholder which is intended to be presented at the
Company's 1998 Annual Meeting must be received by the Company at its main office
in Albemarle, North Carolina, no later than November 28, 1997, to be considered
timely received for inclusion in the proxy statement and appointment of proxy to
be distributed in connection with that meeting.
ADDITIONAL INFORMATION
A COPY OF THE COMPANY'S 1996 ANNUAL REPORT ON FORM 10-K WILL BE
PROVIDED WITHOUT CHARGE TO ANY SHAREHOLDER ENTITLED TO VOTE AT THE ANNUAL
MEETING UPON THAT SHAREHOLDER'S WRITTEN REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO JUDY H. MILLER SECRETARY, STANLY CAPITAL CORP, 167 NORTH SECOND
STREET, ALBEMARLE, NORTH CAROLINA 28001.
10
<PAGE>
STANLY CAPITAL CORP
1996
ANNUAL REPORT TO SHAREHOLDERS
11
<PAGE>
*******************************************************************************
APPENDIX
STANLY CAPITAL CORP
167 NORTH SECOND STREET
ALBEMARLE, NORTH CAROLINA 28001
APPOINTMENT OF PROXY
SOLICITED BY BOARD OF DIRECTORS
The undersigned hereby appoints Roger L. Dick, Dawn L. Melton and
Tamara M. Singletary (the "Proxies"), or any of them, as attorneys and proxies,
with power of substitution, to vote all outstanding shares of the common stock
of Stanly Capital Corp (the "Company") held of record by the undersigned on
March 7, 1997, at the Annual Meeting of Shareholders of the Company to be held
at the Stanly County Agri-Civic Center at 26032 Newt Road, Albemarle, North
Carolina, at 7:30 p.m. on April 22, 1997, and at any adjournments thereof:
1. AMENDMENT OF ARTICLE I OF ARTICLES OF INCORPORATION: PROPOSAL TO CHANGE
THE NAME OF THE COMPANY TO "UWHARRIE CAPITAL CORP".
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS: Proposal to elect seven directors of the Company
for the- terms as indicated or until their successors are duly elected
and qualified.
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(EXCEPT AS INDICATED OTHERWISE TO VOTE FOR ALL NOMINEES
BELOW) LISTED BELOW
NOMINEES: Two year term: CYNTHIA H. BEANE
Three year term: JOE S. BROOKS, RONALD T. BURLESON,
JAMES F. LINK, D.V.M., KENT E. NEWPORT,
GEORGE T. REAVES, A. JAMES RUSSELL
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the line provided.)
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS: Proposal
to ratify the appointment of Dixon, Odom & Co., L.L.P., as the
Company's independent accountants for 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. OTHER BUSINESS: The Proxies are authorized to vote the shares
represented by this Appointment of Proxy according to their best
judgment on such other matters as may be presented for action at the
Annual Meeting.
12
<PAGE>
THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED BY
THE PROXIES IN ACCORDANCE WITH THE SPECIFIC INSTRUCTIONS ABOVE. IN THE ABSENCE
OF INSTRUCTIONS, THE PROXIES WILL VOTE SUCH SHARES "FOR" THE ELECTION OF EACH OF
THE NOMINEES LISTED IN PROPOSAL 2 ABOVE AND "FOR" PROPOSALS 1 AND 3 ABOVE. IF,
AT OR BEFORE THE TIME OF THE MEETING, ANY OF THE NOMINEES LISTED IN PROPOSAL 2
FOR ANY REASON HAVE BECOME UNAVAILABLE FOR ELECTION OR UNABLE TO SERVE AS
DIRECTORS, THE PROXIES HAVE THE DISCRETION TO VOTE FOR A SUBSTITUTE NOMINEE OR
NOMINEES. THIS APPOINTMENT OF PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS
EXERCISED BY FILING WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING IT
OR A DULY EXECUTED APPOINTMENT OF PROXY BEARING A LATER DATE, OR BY ATTENDING
THE ANNUAL MEETING AND REQUESTING THE RIGHT TO VOTE IN PERSON.
Date: _____________________ , 1997
______________________________(SEAL)
(Signature)
______________________________(SEAL)
(Signature, if shares held jointly)
INSTRUCTION: PLEASE SIGN ABOVE
EXACTLY AS YOUR NAME APPEARS ON THIS
APPOINTMENT OF PROXY. JOINT OWNERS
OF SHARES SHOULD BOTH SIGN.
FIDUCIARIES OR OTHER PERSONS SIGNING
IN A REPRESENTATIVE CAPACITY SHOULD
INDICATE THE CAPACITY IN WHICH THEY
ARE SIGNING.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS
PROXY CARD IN THE ENCLOSED ENVELOPE.
