SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of Commission Only (as permitted by rule
14a-6(e)(2)
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FFBS Bancorp, Inc.
__________________________________________________________________________
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
__________________________________________________________________________
(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 transactions applies:
_________________________________________________________________
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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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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4) Date Filed: _____________________________________________________
[FFBS BANCORP, INC. LOGO APPEARS HERE]
September 14, 1998
To Our Stockholders:
You are cordially invited to attend the annual meeting of stockholders
of FFBS Bancorp, Inc., the holding company for First Federal Bank for
Savings, Columbus, Mississippi, which will be held on October 21, 1998 at
5:00 p.m. central time, at the Bank's main office, 1121 Main Street,
Columbus, Mississippi 39701.
The attached notice of the annual meeting and proxy statement describe
the formal business to be transacted at the meeting. Directors and officers
of FFBS Bancorp, Inc. as well as a representative of T.E. Lott & Company,
the Company's independent auditors, will be present at the meeting to
respond to any questions that our stockholders may have.
The Board of Directors of FFBS Bancorp, Inc. has determined that the
matters to be considered at the meeting are in the best interest of the
Company and its stockholders. For the reasons set forth in the proxy
statement, the Board unanimously recommends a vote "FOR" each matter to be
considered.
Please sign and return the enclosed proxy card promptly. Your
cooperation is appreciated since a majority of the Common Stock must be
represented, either in person or by proxy, to constitute a quorum for the
conducting of business.
On behalf of the Board of Directors, the employees of the Company and
First Federal Bank for Savings, I wish to thank you for your continued
support. We look forward to seeing you on October 21.
Sincerely,
/S/ E.FRANK GRIFFIN, III
E. Frank Griffin, III
President & Chief Executive Officer
EFG/afy
Enclosures
FFBS Bancorp, Inc.
1121 Main Street
Columbus, Mississippi 39701-4753
(601) 328-4631
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 21, 1998
-----------------------------------------
Notice is hereby given that the Annual Meeting (the "Meeting") of
Stockholders of FFBS Bancorp, Inc. (the "Company"), will be held on
October 21, 1998, at 5:00 p.m. Central time, at the main office of First
Federal Bank for Savings (the "Bank"), 1121 Main Street, Columbus,
Mississippi 39701.
The Meeting is for the purpose of considering and voting upon the following
matters:
1. The election of two directors for terms of three years each;
2. The ratification of T. E. Lott & Company as independent auditors of the
Company for the fiscal year ending June 30, 1999, and
3. Such other matters as may properly come before the Meeting or any
adjournment thereof.
The Board of Directors has established August 26, 1998, as the record date
for the determination of stockholders entitled to notice of and to vote at
the Meeting and at any adjournments thereof. Only record holders of the
Common Stock of the Company as of the close of business on that date will
be entitled to vote at the Meeting or any adjournments thereof. In the
event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Meeting, the Meeting may
be adjourned in order to permit further solicitation of proxies by the
Company. A list of stockholders entitled to vote at the Meeting will be
available at the Bank, 1121 Main Street, Columbus, Mississippi, for a
period of ten days prior to the Meeting and will also be at the Meeting.
By Order of the Board of Directors
/S/WILLIAM H. WEST
William H. West
Secretary
Columbus, Mississippi
September 14, 1998
FFBS Bancorp, Inc.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
October 21, 1998
Solicitation and Voting of Proxies
This proxy statement is being furnished to stockholders of FFBS
Bancorp, Inc. ("FFBS Bancorp" or the "Company") in connection with the
solicitation by the board of directors of the Company ("Board of
Directors") of proxies to be used at the Annual Meeting of Stockholders
("Meeting") to be held on October 21, 1998, at 5:00 p.m. Central time,
at the main office of First Federal Bank for Savings (the "Bank"), 1121
Main Street, Columbus, Mississippi 39701 and at any adjournments thereof.
The 1998 Annual Report to Stockholders, including the consolidated
financial statements for the fiscal year ended June 30, 1998,
accompanies this proxy statement, which is first being mailed to
recordholders on or about September 14, 1998.
Regardless of the number of shares of Common Stock owned, it is
important that recordholders of a majority of the shares be represented
by proxy or present in person at the Meeting. Stockholders are requested
to vote by completing the enclosed proxy card and returning it signed and
dated in the enclosed postage-paid envelope. Stockholders are urged to
indicate their vote in the spaces provided on the proxy card. Proxies
solicited by the Board of Directors of FFBS Bancorp will be voted in
accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted "FOR" the specific proposals
presented in this proxy statement.
Other than the matters listed on the attached Notice of Annual
Meeting of Stockholders, the Board of Directors knows of no matters that
will be presented for consideration at the Meeting. Execution of a proxy,
however, confers on the designated proxyholders discretionary authority to
vote the shares in accordance with their best judgment on such other
business, if any, that may properly come before the Meeting or any
adjournments thereof.
A proxy may be revoked at any time prior to its exercise by the
filing of a written notice of revocation with the Secretary of the
Company, by delivering to the Company a duly executed proxy bearing a
later date, or by attending the Meeting, and voting in person. However,
if you are a stockholder whose shares are not registered in your own
name, you will need appropriate documentation from your record-holder to
vote personally at the Meeting.
The cost of solicitation of proxies on behalf of management will be
borne by the Company. Proxies may also be solicited personally or by
telephone or telegraph by directors, officers and regular employees of
the Company and the Bank, without additional compensation thereof. The
Company will also request persons, firms and corporations holding shares
in their names, or in the name of their nominees, which are beneficially
owned by others, to send proxy material to and obtain proxies from such
beneficial owners, and will reimburse such holders for their reasonable
expenses in doing so.
Voting Securities
The securities which may be voted at the Meeting consist of shares of
common stock of the Company ("Common Stock"), with each share entitling
its owner to one vote on all matters to be voted on at the Meeting except
as described below. There is no cumulative voting for the election of
directors.
The close of business of August 26, 1998, has been fixed by the Board
of Directors as the record date (the "Record Date") for the determination
of stockholders of record entitled to notice of and to vote at the Meeting
and any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 1,575,735 shares.
As provided in the Company's Certificate of Incorporation, record-
holders of Common Stock who beneficially own in excess of 10% of the
outstanding shares of Common Stock (the "Limit") are not entitled to any
vote in respect of the shares held in excess of the Limit. A person or
entity is deemed to beneficially own shares by an affiliate of, as well
as persons acting in concert with, such person or entity. The Company's
Certificate of Incorporation authorizes the Board of Directors (i) to make
all determinations necessary to implement and apply the Limit, including
determining whether persons or entities are acting in concert, and (ii) to
demand that any person who is reasonably believed to beneficially own
stock in excess of the Limit to supply information to the Company to
enable the Board to implement and apply the Limit.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to vote
at the Meeting (after subtracting any shares in excess of the Limit
pursuant to the Company's Certificate of Incorporation) is necessary to
constitute a quorum at the Meeting. In the event there are not sufficient
votes for a quorum or to approve or ratify any proposal at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a shareholder to vote "FOR" the election of the
nominees proposed by the Board, or to "WITHHOLD AUTHORITY" to vote for one
or more of the nominees being proposed. Under Delaware law and the
Company's Bylaws, directors are elected by a plurality of votes cast,
without regard to either (i) broker non-votes, or (ii) proxies as to
which authority to vote for one or more of the nominees being proposed is
withheld. The ratification of the appointment of T. E. Lott & Company as
independent accountants for the Company for the fiscal year ending
June 30, 1999, requires the affirmative vote of a majority of the shares
actually voted on such proposal.
Proxies solicited hereby will be returned to the Board, and will be
tabulated by inspectors of election designated by the Board, who will not
be employed by, or be a director of, the Company or any of its affiliates.
Security Ownership of Certain Beneficial Owners
The Securities Exchange Act of 1934, as amended ("Exchange Act")
requires that any person who acquires the beneficial ownership of more
than 5% of the Common Stock notify the SEC, the Company and the Nasdaq
National Market. The First Federal Bank for Savings Employee Stock
Ownership Plan, 1121 Main Street, Columbus, Mississippi, owns 8.04%
(126,614 shares) of the Common Stock.
Filing of Beneficial Ownership Reports
The Common Stock is registered pursuant to Section 12(g) of the 1934
Act. The officers and directors of the Company and beneficial owners of
greater than 10% of the Common Stock are required to file reports on
Forms 3, 4 and 5 with the Securities and Exchange Commission disclosing
changes in their beneficial ownership of the Common Stock. To the
Company's knowledge, no officer, director, or 10% beneficial owner of the
Company failed to file a report on Form 4 on a timely basis for the fiscal
year ended June 30, 1998.
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1.ELECTION OF DIRECTORS
Pursuant to its bylaws, the number of directors of the Company is set
at six (6) unless otherwise designated by the Board of Directors. Each of
the six members of the Board of Directors of the Company also presently
serves as a director of the Bank. Directors are elected for staggered
terms of three years each, with a term of office of only one of the three
classes of directors expiring each year. Directors serve until their
successors are elected and qualified.
The two nominees proposed for election at the Meeting are Messrs.
Griffin and McIntyre. All nominees named are presently directors of the
Company and the Bank. No person being nominated as a director is being
proposed for election pursuant to any agreement or understanding between
any person and the Company.
In the event that any such nominee is unable to serve or declines to
serve for any reason, it is intended that proxies will be voted for the
election of the balance of those nominees named and for such other persons
as may be designated by the present Board of Directors. The Board of
Directors has no reason to believe that any of the persons named will be
unable or unwilling to serve. Unless authority to vote for the directors
is withheld, it is intended that the shares represented by the enclosed
proxy card, if executed and returned, will be voted "FOR" the election of
all nominees proposed by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL
NOMINEES NAMED IN THIS PROXY STATEMENT.
Information with Respect to Nominees, Continuing Directors and Executive
Officers
The following table sets forth, as of the Record Date, the names of
the nominees, continuing directors and "named" executive officers as
defined below, their ages, a brief description of their recent business
experience, including present occupations and employment, certain
directorships held by each, the year in which each became a director of
the Bank, the year in which their terms (or in the case of nominees, their
proposed term) as directors of the Company expire, and the amount of
Common Stock and the percent thereof beneficially owned by each director
and "named" executive officer and by all directors and executive officers
as a group of the Record Date.
Owner-
Expira- Shares of ship
tion Common Stock As a
Name and Principal Director Of Beneficially Percent
Occupation at Present Age Since Term as Owned Of
And for the Past Five Years (1) (2) Director (3) Class
______________________________ ___ ________ ________ _____________ _______
Nominees:
E. Frank Griffin, III 60 1979 1998 35,510(5)(8) 2.25%
President and Chief Executive
Officer of the Company and
the Association
William H. McIntyre 80 1952 1998 27,440(6) 1.74%
Chairman of the Board of the
Company and the Association;
Owner, McIntyre Plumbing
Continuing Directors:
James D. Graham 48 1987 1999 39,431 2.50%
President
Graham Roofing
Willis Hanks Jolly, Jr. 51 1980 1999 34,208(4) 2.17%
Attorney, Mitchell, McNutt
Threadgill, Smith and Sams
James E. Evans 67 1979 2000 52,287(4) 3.32%
Partner and owner of Hopkins
Insurance Agency before
retirement in 1991
Robert S. Caldwell, Jr. 56 1973 2000 50,004(4) 3.17%
President, Caldwell Furniture
Company, Inc. and Brownwell
Realty, Inc.
Stock Ownership of all
directors and executive
officers (9 persons) 310,531(7) 19.71%
________________
(1) As of June 30, 1998
(2) Includes years of service as a director of the Bank.
(3) Each person or relative of such person whose shares are included
herein, exercises sole (or shared with spouse, relative or
affiliate) voting or dispositive power as to the shares reported.
(4) Includes 13,172 shares subject to options which may be acquired by
each outside director under the FFBS Bancorp, Inc. Stock Option Plan
for Outside Directors (the "Directors' Option Plan").
(5) Includes 10,580 shares with respect to Mr. Griffin which may be
acquired through the exercise of stock options under the FFBS Bancorp,
Inc. Incentive Stock Option Plan ("Incentive Option Plan").
(6) Includes 15,870 shares with respect to Mr. McIntyre which may be
acquired through the exercise of stock options under the Incentive
Stock Option Plan.
(7) Includes 39,516 shares subject to options under the Directors' Option
Plan, 26,450 shares with respect to all current executive officers
which may be acquired through the exercise of stock options granted
under the Incentive Stock Option Plan and 26,764 shares with respect
to all current executive officers under the First Federal Bank for
Savings Employee Stock Ownership Plan. Also includes 15,870 shares
awarded to executive officers under the First Federal Bank for Savings
Recognition and Retention Plan and Trust.
(8) Includes 9,419 shares with respect to Mr. Griffin awarded under the
First Federal Bank for Savings Employee Stock Ownership Plan.
Executive Officers
The following table sets forth certain information regarding the
executive officers of the Bank who are not also directors of the Company.
Name Age Position Held with the Bank
__________________ ___ ______________________________________________
William M. Brigham 53 Director and Senior Vice President
William H. West 44 Director, Secretary and Senior Vice President
Sherry L. Boyd 38 Chief Financial Officer
Meetings of the Board and Committees of the Board
The Board of Directors conducts its business through meetings of the
Board and through activities of its committees. The Board of Directors
meets monthly and may have additional meetings as needed. During fiscal
1998, the Board of Directors of the Company held twelve meetings. All of
the directors of the Company attended at least 75% in the aggregate of the
total number of the Company's board meetings held and committee meetings
on which such director served during fiscal 1998. The Board of Directors
of the Company maintains committees, the nature and composition of which
are described below:
The Finance Committee of the Company consists of Chairman Mr. Evans,
and Messrs. Griffin and Caldwell. The Committee makes recommendations to
the Board of Directors with respect to the compensation of senior manage-
ment and also with respect to bonus payments.
The Audit Committee of the Company consists of Messrs. Evans, Graham,
and Caldwell. This committee meets and engages an audit firm, approves
internal audit schedules, and reviews internal audit reports.
The Company's Nominating Committee consists of Messrs. Graham,
Caldwell and Jolly. The Nominating Committee considers and recommends the
nominees for director to stand for election at the Company's annual
meeting of stockholders. The Company's Certificate of Incorporation and
Bylaws provide for stockholder nominations of directors. These provisions
require such nominations to be made pursuant to timely notice in writing
to the Secretary of the Company. The stockholder's notice of nomination
must contain all information relating to the nominee which is required to
be disclosed by the Company's bylaws and by the Exchange Act. The
Nominating Committee met on August 13, 1998.
Interest of Certain Persons in Matters to be Acted Upon
No person being nominated as a director under Proposal 1, "Election
of Directors," is being proposed for election pursuant to any agreement or
understanding between any person and the Company.
Directors' Compensation
Directors' Fees. Directors of the Company do not receive any fees
or retainer for serving on the Company's Board. All directors of the
Bank receive a fee of $600 for each meeting held. The Chairman of the
Board also receives an annual salary of $24,000. In addition to the
basic fees, members of the various Committees received $100.00 for the
first meeting of each month and $50.00 per meeting thereafter for
attending Committee meetings.
Summary Compensation Table. The following table shows, for the fiscal
years ending June 30, 1998, 1997, and 1996, the compensation paid to the
Chief Executive Officer ("Named Executive Officer") of the Company. No
other executive officer of the Company received a salary and bonus in
excess of $100,000 in fiscal 1998. The Company has not paid any cash
compensation. All cash compensation is paid by the Bank.
Long Term
Compensa-
Annual Compensation tion
________________________________ __________
Payouts
__________
Other All
Annual Other
Compensa- Compensa-
Name and tion tion
Principal Position Year Salary($) Bonus($) ($)(1) ($)(2)
_____________________ ____ ___________ _________ __________ __________
E. Frank Griffin, III 1998 $108,726.60 $9,166.67 $13,300.00 $64,008.00
President Chief 1997 $ 98,880.00 $8,240.00 $13,200.00 $38,637.00
Executive Officer, 1996 $ 96,000.00 $8,000.00 $10,250.00 $38,084.00
___________________________________
(1) Under the "Other Annual Compensation" category, perquisites for the
fiscal year ended June 30, 1998, 1997 and 1996, did not exceed the
lesser of $50,000 or 10% of salary and bonus as reported for the
Named Executive Officer. Includes directors' fees for the Bank and
the Bank's contribution to the 401(K) Plan.
(2) Pursuant to the First Federal Bank for Savings Employee Stock
Ownership Plan, Mr. E. Frank Griffin, III, was awarded 1,638 shares
of Common Stock for the fiscal year ended June 30, 1996, at a market
value of $23.25 per share amounting to $38,084. At June 30, 1997,
Mr. Griffin was awarded 1,577 shares of Common Stock at a market
value of $24.50 per share amounting to $38,637. At June 30, 1998,
Mr. Griffin was awarded 2,667 shares of Common Stock at a market
value of $24.00 per share amounting to $64,008. Altogether, Mr.
Griffin held 9,419 shares of restricted Common Stock associated with
the ESOP, which had a market value of $24.00 per share totalling
$226,056.
The following table provides certain information with respect to the
number of shares of Common Stock represented by outstanding stock options
held by the Named Executive Officer as of June 30, 1998. Also reported
are the value for "in-the-money" options which represent the positive
spread between the exercise price of any such stock options and the year-
end price of the Common Stock.
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
Shares
Acquired
On Value of Unexercised
Exer- Number of Unexercised In-the-money
cise Value Options/SARs at Options/SARs at
Name (#) Realized Fiscal Year End (#) Fiscal Year End ($)
________ _____ _______ _________________________ __________________________
Exercisable/Unexercisable Exercisable/Unexercisable
_________________________ __________________________
E. Frank 5,290 $74,060 10,580 / 0 $148,120 / 0
Griffin,
III
______________________
(1) The exercise price of the options is $10.00
Transactions With Certain Related Persons
The Financial Institutions Reform, Recovery and Enforcement Act of
1989 ("FIRREA") requires that all loans or extensions of credit to
executive officers and directors must be made on substantially the same
terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with the general public and must not
involve more than the normal risk of repayment or present other unfavorable
features. The Bank's policy regarding loans to directors and executive
officers is in accordance with the requirements of the FIRREA. Loans made
to a director or executive officer must be approved in advance by a
majority of the disinterested members of the Board of Directors.
Executive Employment Agreements.
The Company has entered into an Executive Employment Agreement
("Agreement") with President and Chief Executive Officer E. Frank
Griffin, III. The Agreement shall be deemed to have commenced as of
April 14, 1998, and shall continue for a period of thirty-six full
calendar months thereafter. In the event of a termination or change in
control, the salary, bonuses, and benefits shall be at least as great as
those immediately prior to the beginning of the term of this Agreement.
Set forth below is certain information as of June 30, 1998, as to
loans made by the Bank to each of its directors and executive officers
and associates of directors and executive officers whose aggregate
indebtedness to the Bank exceeded $60,000 at any time since July 1, 1996,
or had preferential rates.
Loans to Officers and Directors:
_______________________________
Largest
Amount
Outstanding Balance
Date Maturity Since As of
Of Date July 1, June 30,
Name/Title Loan Of Loan 1996 1998
_______________________ ____ ________ ___________ _________
Robert S. Caldwell 1997 2007 $ 32,069 $ 0
(Director) 1995 1997 11,291 0
1997 2012 102,633 0
W. H. McIntyre 1986 2016 44,486 38,454
(Chairman of the Board) 1991 2001 79,517 75,028
1991 2001 11,034 6,978
1997 1998 11,055 894
1998 2000 7,800 6,859
James D. Graham 1993 2008 54,663 51,323
(Director) 1997 2012 450,000 441,332
1997 2013 900,000 887,289
1997 2012 186,063 179,114
W. H. Jolly, Jr. 1997 1999 30,020 27,020
(Director) 1997 2012 90,000 86,662
1998 1998 8,500 4,250
1998 1999 15,000 13,500
1998 1998 15,000 15,000
All transactions between the Company and its executive officers,
directors, holders of 10% or more of the shares of any class of its Common
Stock and affiliates thereof, will contain terms no less favorable to the
Company than could have been obtained by it in arm's length negotiations
with unaffiliated persons and will be approved by a majority of directors
of the Company not having any interest in the transaction.
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended June 30,
1998, were T. E. Lott & Company. The Company's Board of Directors has
reappointed T. E. Lott & Company to continue as independent auditors for
the Bank and the Company for the year ending June 30, 1999, subject to
ratification of such appointment by the stockholders.
Representatives of T. E. Lott & Company will be present at the
Meeting. They will be given an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions
from stockholders present at the Meeting.
Unless marked to the contrary, the shares represented by the enclosed
Proxy, if executed and returned will be voted "FOR" ratification of the
appointment of T. E. Lott & Company as the independent auditors of the
Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF T. E. LOTT & COMPANY AS THE INDEPENDENT AUDITORS OF THE
COMPANY.
ADDITIONAL INFORMATION
Stockholder Proposals
To be considered for inclusion in the proxy statement and proxy
relating to the Annual Meeting of Stockholders to be held in 1999, a
stockholder proposal must be received by the Secretary of the Company at
the address set forth on the first page of this Proxy Statement, not
later than May 6, 1999. Any such proposal will be subject to C.F.R.
240.14a-8 of the Rules and Regulations under the Exchange Act.
Notice of Business to be Conducted at an Annual Meeting
The Bylaws of the Company provide an advance notice procedure for a
stockholder to properly bring business before an Annual Meeting. The
stockholder must give written advance notice to the Secretary of the
Company not less than ninety (90) days before the date originally fixed
for such meeting; provided, however, that in the event that less than one
hundred (100) days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be
timely must be received not later than the close of business on the tenth
day following the date on which the Company's notice to stockholders of
the annual meeting date was mailed or such public disclosure was made.
The advance notice by stockholders must include the stockholder's name
and address, as they appear on the Company's record of stockholders, a
brief description of the proposed business, the reason for conducting such
business at the Annual Meeting, the class and number of shares of Common
Stock that are beneficially owned by such stockholder and any material
interest of such stockholder in the proposed business. In the case of
nominations to the Board, certain information regarding the nominee must
be provided. Nothing in this paragraph shall be deemed to require the
Company to include in its proxy statement and proxy relating to an annual
meeting any stockholder proposal which does not meet all of the require-
ments for inclusion established by the Securities and Exchange Commission
in effect at the time such proposal is received.
Other Matters Which May Properly Come Before the Meeting
The Board of Directors knows of no business which will be presented
for consideration at the Meeting other than as stated in the Notice of
Annual Meeting of Stockholders. If, however, other matters are
properly brought before the Meeting, it is the intention of the persons
named in the accompanying proxy to vote the shares represented thereby
on such matters in accordance with their best judgement.
Whether or not you intend to be present at the Meeting, you are
urged to return your proxy promptly. If you are present at the Meeting
and wish to vote your shares in person, your proxy may be revoked by
voting at the Meeting.
A copy of the Company's Form 10-KSB (without exhibits) for the year
ending June 30, 1998, as filed with the Securities and Exchange Commission
will be furnished without charge to stockholders of record upon written
request to FFBS Bancorp, Inc., Mr. William H. West, Secretary, 1121 Main
Street, Columbus, Mississippi 39701.
By Order of the Board of Directors
/S/ WILLIAM H. WEST
William H. West
Secretary
Columbus, Mississippi
September 14, 1998
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN
AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
REVOCABLE PROXY
FFBS BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
October 21, 1998
5:00 p.m. Central Time
The undersigned hereby appoints the official proxy committee of the
Board of Directors of FFBS Bancorp, Inc. (the "Company"), each with full
power of substitution, to act as attorneys and proxies for the under-
signed, and to vote all shares of Common Stock of the Company held of
record on August 26, 1998, which the undersigned is entitled to vote only
at the Annual Meeting ("Annual Meeting") of Stockholders, to be held on
October 21, 1998, at 5:00 p.m. Central Time, at the Company's main office,
1121 Main Street, Columbus, Mississippi 39701, and at any and all
adjournments thereof, as follows:
1. The election as directors of all nominees listed (except as
marked to the contrary below):
E. Frank Griffin, III and William H. McIntyre
FOR VOTE WITHHELD
____ ____
INSTRUCTION: To withhold your vote for any individual nominee,
write that nominee's name on the line provided
below:
____________________________________________________
2. The ratification of T. E. Lott & Company as independent auditors
of FFBS Bancorp, Inc., for the fiscal year ending June 30, 1999.
FOR AGAINST ABSTAIN
___ ___ ___
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR each of the
proposals listed. If any other business is presented at the Annual
Meeting, this proxy will be voted by those named in this proxy in their
best judgement. At the present time, the Board of Directors knows of no
other business to be presented at the Annual Meeting.
This undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a
Proxy statement dated September 14, 1998, and of the 1998 Annual Report
to Stockholders.
Please sign exactly as your name appears on this card. When signing
as attorney, executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder may sign but only one
signature is required.
Dated:
__________________________________
__________________________________
SIGNATURE OF STOCKHOLDER
__________________________________
SIGNATURE OF STOCKHOLDER
____________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
