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 the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CNB HOLDINGS, INC.
(Name of Registrant as Specified in its Charter)
CNB HOLDINGS, INC.
(Name of Person(s) Filing Proxy Statement)
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>
CNB HOLDINGS, INC.
P.O. Box 1060
900 Memorial Drive
Pulaski, Virginia 24301
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of CNB Holdings, Inc., (the "Company") will be held on
Thursday, April 9, 1998, at 10:00 a.m., local time in Room 206, Edwards Hall,
New River Community College, Dublin, Virginia, for the purpose of considering
and voting upon:
1. The election of four directors of the Company to serve
until the 2001 Annual Meeting of Shareholders.
2. Such other matters as may properly come before the Annual Meeting or
any adjournment thereof.
Only shareholders of record at the close of business on Tuesday,
February 17, 1998, are entitled to notice of and to vote at the meeting or any
adjournment thereof.
A Proxy Statement and a proxy solicited by the Board of Directors are
enclosed herewith. To ensure a quorum for the meeting, please sign, date and
return the proxy promptly in the enclosed envelope. If you attend the meeting,
you may revoke your proxy and vote in person. The Company's 1997 Annual Report
to Shareholders is enclosed for your information.
By Order of the Board of Directors
/s/ A. Carole Pratt
A. Carole Pratt
Secretary
February 26, 1998
Please complete and return the enclosed proxy promptly. If you attend
the meeting in person, you may withdraw your proxy and vote your own shares.
<PAGE>
CNB HOLDINGS, INC.
P.O. Box 1060
900 Memorial Drive
Pulaski, Virginia 24301
---------------------------
PROXY STATEMENT
---------------------------
1998 ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 9, 1998
This Proxy Statement is furnished to the shareholders of CNB Holdings,
Inc. (the "Company") in connection with the solicitation of proxies by the Board
of Directors of the Company to be voted at the 1998 Annual Meeting of
Shareholders of the Company (the "Annual Meeting") and any adjournment thereof.
The Annual Meeting will be held on Thursday, April 9, 1998 at 10:00 a.m., local
time in Room 206, Edwards Hall, New River Community College, Dublin, Virginia.
This Proxy Statement and the accompanying proxy are being mailed to shareholders
on or about February 26, 1998.
VOTING
General
The securities that can be voted at the Annual Meeting consist of the
common stock, $5.00 par value per share, of the Company (the "Common Stock"),
with each share entitling its owner to one vote on each matter submitted to the
shareholders. The record of shareholders entitled to vote at the Annual Meeting
was taken as of the close of business on Tuesday, February 17, 1998. On that
date the company had outstanding and entitled to vote 926,399 shares of Common
Stock, with each share entitled to one vote.
Proxies
All properly executed proxy cards delivered pursuant to this
solicitation and not revoked will be voted at the Annual Meeting in accordance
with the directions given. Shareholders should specify their choices with regard
to the election of directors on the accompanying proxy card. If no specific
instructions are given with regard to the matters to be voted upon, then the
shares represented by a signed proxy card will be voted "FOR" the election of
all director nominees. If any other matters properly come before the Annual
Meeting, the persons named as proxies will vote upon such matters according to
their judgment.
All proxy cards delivered pursuant to this solicitation are revocable
at any time at the option of the persons executing them by giving written notice
to the Secretary of the Company at P.O. Box 1060, 900 Memorial Drive, Pulaski,
Virginia 24301, or by executing and delivering to the Secretary a later dated
proxy, or by voting in person at the Annual Meeting.
All expenses incurred in connection with the solicitation of proxies
will be borne by the Company. Such costs include charges by brokers, fiduciaries
and custodians for forwarding proxy materials to beneficial owners of stock held
in their names. Solicitation may be undertaken by mail, telephone and personal
contact by directors, officers and employees of the Company without additional
compensation.
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of the Common
Stock by the directors, executive officers and holders of 5% or more of the
outstanding shares of the Common Stock and all directors and executive officers
of the Company as a group as of February 17, 1998.
<TABLE>
<CAPTION>
Shares
Principal Occupation Beneficially
Name, Age & Address Director During the Owned
of Beneficial Owner Since Past Five Years (% Outstanding)(1)
- ------------------- ----- --------------- ------------------
<S> <C>
NOMINEES FOR ELECTION AS
DIRECTORS TO SERVE UNTIL 2001
Sybil S. Atkinson, 51 1993 Mediaid of America, Inc.; Parish 29,016(2)
Pulaski, Virginia Administrator of Christ Episcopal Church (3.1%)
Randolph V. Chrisley, 50 1993 Vice President of Sales, Pulaski Furniture 53,656
Draper, Virginia Corporation (5.6%)
James L. Webb, Jr., 46 1993 Vice President in Charge of Marketing of Old 26,286
Pulaski, Virginia Dominion Insurance Services, Inc. (2.8%)
J. David Wine, 49 1993 Founder of New River Oxygen Therapy, Inc. and 54,906(3)
Pulaski, Virginia Advance Health-Care Services, Inc.; cofounder of (5.8%)
Bay State Medical, Inc., Home Pharmacy, Inc. and
Home Care Solutions, Inc.
DIRECTORS TO SERVE UNTIL 2000
Jack W. Bowling, 51 1993 President, H. T. Bowling, Inc. 59,565(4)
Radford, Virginia (6.3%)
Jackson M. Bruce, 55 1993 Partner, law firm of Gilmer, Sadler, Ingram, 53,688
Pulaski, Virginia Sutherland & Hutton (5.6%)
Nathaniel R. Tuck, D.C., 45 1993 President and Owner, Tuck Clinic of 32,450
Pulaski, Virginia Chiropractic, P.C. (3.5%)
DIRECTORS TO SERVE UNTIL 1999
Wayne L. Carpenter, 51 1993 Chairman of the Bank 1997, President and CEO of 40,338
Pulaski, Virginia the Bank 1994 - present, President and CEO of (4.3%)
the Company 1993-1997, Vice President and
Relationship Manager, NationsBank
Hiawatha Nicely, Jr., 48 1993 President and CEO of the Company, COO of the 55,813
Dublin, Virginia Bank 1997-Present, Chairman of the Company (5.9%)
1993-present, Chairman of the Bank 1994-1997
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
Shares
Principal Occupation Beneficially
Name, Age & Address Director During the Owned
of Beneficial Owner Since Past Five Years (% Outstanding)(1)
- ------------------- ----- --------------- ------------------
<S> <C>
A. Carole Pratt, D.D.S., 46 1993 Secretary of the Company; General Dentistry 28,713(5)
Pulaski, Virginia (3.1%)
David W. Ratcliff, Jr., 53 1993 Director of Finance and Administration Alliant 26,518(6)
Pulaski, Virginia Techsystems, Inc. (2.8%)
All Directors and 460,949
Executive Officers (40.2%)
as a Group (11 Persons)
</TABLE>
- ------------------
(1) For purposes of this table, beneficial ownership has been determined in
accordance with the provision of Rule 13d-3 of the Securities Exchange Act
of 1934 under which, in general, a person is deemed to be the beneficial
owner of a security if he has or shares the power to vote or direct the
voting of the security or the power to dispose of or direct the disposition
of the security, or if he has the right to acquire beneficial ownership of
the security within sixty days. Percentage is determined on the basis of
926,399 shares of Common Stock issued and outstanding, plus in each case
shares subject to currently exercisable options. The option ownership of
the directors reflected in this column is as follows: Ms. Atkinson -
13,688; Mr. Chrisley - 26,156; Mr. Webb - 13,688; Mr. Wine - 26,156; Mr.
Bowling - 26,188; Mr. Bruce - 26,188; Mr. Tuck - 13,688; Mr. Carpenter -
19,938; Mr. Nicely - 26,188; Dr. Pratt - 13,688; and Mr. Ratcliff -
13,688;.
(2) Includes 1,263 shares owned by Ms. Atkinson's minor children.
(3) Includes 3,143 shares owned by an individual retirement account for the
benefit of Mr. Wine's wife.
(4) Includes 32,625 shares held by an investment company affiliate of Mr.
Bowling.
(5) Includes 380 shares held by Ms. Pratt's minor children.
(6) Includes 374 shares held jointly with Mr. Ratcliff's children.
ELECTION OF DIRECTORS
Nominees
By resolution of the Board of Directors, the Board shall consist of
eleven directors. The terms of the directors are staggered so that each year
approximately one-third of the Board of Directors is elected and each director
serves until the third Annual Meeting following his or her election and
thereafter until a successor has been elected and has qualified. This year, the
terms of four directors are expiring and thus four directors will be elected.
Certain information concerning the nominees for election of directors
at this Annual Meeting who will serve until the 2001 Annual Meeting of
Shareholders is set forth above, as is certain information about the other
classes of directors whose terms will expire at the 1999 and 2000 Annual
Meetings of Shareholders. All of the nominees are currently directors of the
Company and Community National Bank, the Company's subsidiary bank (the "Bank").
In the event that any nominee withdraws or for any reason is not able
to serve as a director, the proxy will be voted for such other person as may be
designated by the Board of Directors as substitute nominee, but in no event will
the proxy be voted for more than four nominees. The Board of Directors has no
reason to believe that any nominee will not serve if elected.
-3-
<PAGE>
Director Compensation
Neither the Company nor the Bank paid directors' fees during the last
fiscal year, and does not presently intend to pay directors' fees. Directors
of the Company participate in the Company's stock option plan. See "Stock
Option Plan."
Company Board and Committee Meetings and Attendance
The Board of Directors of the Company held eight meetings during the
fiscal year. All directors attended at least 75% of all meetings of the Board.
The Company's only standing committee is the Stock Option Committee. See "Stock
Option Plan."
Certain Relationships and Related Transactions
In 1994, the Company acquired an undeveloped 4.9 acre plot at the
corner of Memorial Drive and Lee Highway (U.S. Route 11) in Pulaski, Virginia,
for the site of the Bank's main office from a partnership 100% owned by Jack W.
Bowling, a director of the Company and the Bank, and five members of his
immediate family. The Company acquired the property in exchange for 31,250
shares of common stock (as adjusted for the May 30, 1997 five-for-four stock
split) valued at $250,000. The purchase price for the site was determined by the
Company after receiving three independent appraisals of the site, which averaged
approximately $284,500. This land had been owned by members of Mr. Bowling's
immediate family for more than twenty years. In connection with the sale of the
property, Mr. Bowling and the other sellers agreed to provide rough grading of
the site.
In 1997, the Bank was provided the opportunity to establish a branch in
downtown Pulaski in a building previously occupied by a regional bank. A limited
liability company in which Mr. James L. Webb, Jr., a director of the Company and
the Bank, is an investor with a 25% interest, acquired the property and leased
it to the Bank. The Bank has had the property independently appraised, and the
Bank believes that it is leasing that property at or below applicable market
rates.
The Company has purchased three insurance policies (a general business
policy, a worker's compensation policy and a key man term life policy in the
amount of $1,000,000 covering Wayne L. Carpenter) through James L. Webb, Jr., a
director of the Company and the Bank. The premiums for these policies totaled
approximately $20,467 in 1997.
The Company and the Bank have had and expect to have banking and other
transactions in the ordinary course of business with directors and officers of
the Company and the Bank and their affiliates, including members of their
families or corporations, partnerships or other organizations in which such
directors or officers have a controlling interest, on substantially the same
terms (including price, interest rates and collateral) as those prevailing at
the time for comparable transactions with unrelated parties. Such transactions
are not expected to involve more than the normal risk of collectibility nor
present other unfavorable features to the Company and the Bank. The Bank is
subject to a limit on the aggregate amount it may lend to its and the Company's
directors and officers as a group equal to its unimpaired capital and surplus
(or, under a regulatory exemption available to banks with less than $100 million
in deposits, twice that amount). Loans to individual directors and officers must
also comply with the Bank's lending policies and statutory lending limits, and
directors with a personal interest in any loan application are excluded from the
consideration of such loan application.
The executive officers of the Company are elected by the Board of
Directors and serve at the pleasure of the Board. There are no family
relationships among any of the directors or executive officers.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO
ELECT THE FOUR NOMINEES LISTED ABOVE AS DIRECTORS OF THE COMPANY.
-4-
<PAGE>
Executive Compensation
The following table shows the compensation paid by the Company or the
Bank to the Company's Chief Executive Officer for the last three fiscal years.
<TABLE>
<CAPTION>
Summary Compensation Table
Other Annual
Name and Principal Position Year Salary(1) Compensation(2)
--------------------------- ---- ------ ------------
<S> <C>
Hiawatha Nicely, Jr. 1997 $ 22,232 --
President and Chief Executive Officer
Wayne L. Carpenter 1997 $ 62,096 $ 2,878
President and Chief Executive Officer 1996 60,000 2,915
1995 58,900 2,599
</TABLE>
- ------------------
(1) Mr. Carpenter served as President and Chief Executive Officer of the
Company and the Bank until August 1997. In August 1997, Hiawatha Nicely,
Jr. was appointed as President and Chief Executive Officer of the Company.
Mr. Carpenter continues to serve as President and Chief Executive Officer
of the Bank.
(2) Includes payments by the Company of health insurance premiums and 401(k)
contributions for Mr. Carpenter.
The following table lists the stock options granted during fiscal year
1997 to Hiawatha Nicely, Jr., elected President and Chief Executive Officer of
the Company in August 1997, and Wayne L. Carpenter, the President and Chief
Executive Officer of the Company from 1993 through August 1997 and current
President and Chief Executive Officer of the Bank. The options listed below were
granted under the CNB Holdings, Inc. 1995 Stock Option Plan, pursuant to which
directors, executive officers and certain other key employees of the Company and
the Bank can receive options to purchase shares of the Company's Common Stock.
See "Stock Option Plan."
<TABLE>
<CAPTION>
Option Grants in Fiscal Year 1997
Percent of Total
Options Granted
Options to Employees Exercise or Expiration
Name Granted in Fiscal Year(1) Base Price Date
- ---- ------- ----------------- ----------- ----------
<S> <C>
Hiawatha Nicely, Jr. 594 50% $8.00 April 18, 2007
Wayne L. Carpenter 594 50% $8.00 April 18, 2007
</TABLE>
- --------------
(1) Adjusted for the Company's five-for-four Common Stock split on May 30,
1997. Options for a total of 6,470 shares of Common Stock were granted
under the Stock Option Plan in 1997. Each director of the Company received
options under the plan.
-5-
<PAGE>
<TABLE>
<CAPTION>
Aggregate Fiscal Year-End Option Values
Number of Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
December 31, 1997 (#) (1) December 31, 1997 ($) (2)
------------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C>
Hiawatha Nicely, Jr. 26,188 -- $26,188 --
Wayne L. Carpenter 19,938 -- 19,938 --
</TABLE>
- ----------------
(1) The exercise price of these options is $8.00 per share.
(2) Calculated as the difference between the current market value and the
exercise price of the options. Assumes a current market value of $9.00 per
share.
Employment Agreements
Mr. Carpenter has an Employment Agreement with the Bank pursuant to
which he is employed as President and Chief Executive Officer. The Employment
Agreement provides for the initial term to expire August 28, 1999. The
Employment Agreement provides for a base salary of $60,000 and for bonuses to be
paid to Mr. Carpenter based upon the achievement by the Bank of specified levels
of pre-tax income. Beginning with the fourth fiscal year of the Bank's
operations, Mr. Carpenter will receive a cash bonus equal to 5% of the Bank's
pre-tax income, up to a maximum of 50% of his annual base salary. The Employment
Agreement also provides Mr. Carpenter with employee benefits to the extent
provided to other employees, reimbursement of Bank related expenses, including
dues for a business or civic club, payment for a life insurance policy in the
amount of three times Mr. Carpenter's base salary with his estate named as
beneficiary, and a 401(k) savings plan with matching contributions up to 3% of
his base salary.
The Bank may terminate Mr. Carpenter's employment without cause, but in
such an event or if Mr. Carpenter's employment is terminated due to a sale,
merger or dissolution of the Company and/or the Bank, the Bank will be obligated
to continue his salary and benefits for six months, but not pay any bonus.
Subject to the foregoing, the Bank may terminate Mr. Carpenter's employment with
cause, as defined in the Employment Agreement, without paying any additional
compensation. In addition, the Employment Agreement provides that following
termination of his employment with the Bank, Mr. Carpenter may not be employed
in the banking business in Pulaski County, any county that borders Pulaski
County, or the cities of Radford or Galax for a period of two years following
termination. No other employee of the Company or the Bank has an employment
agreement.
Stock Option Plan
The Company's Stock Option Plan (the "Plan") was approved by
shareholders at the 1995 Annual Meeting. The Plan provides for the issuance of
stock options and restricted stock covering an aggregate of 344,375 shares
(adjusted for the May 30, 1997 five-for-four stock split) to directors, officers
and certain key employees of the Company and the Bank and other participants
designated under the Plan (collectively, the "Participants"). The Plan provides
for the issuance of incentive stock options to officers and key employees of the
Company and the Bank and nonqualified stock options and restricted stock to all
Plan Participants. The Plan is administered by the Stock Option Committee of the
Board of Directors, which consists of Messrs. Nicely, Bruce, Chrisley, and Wine
and Mrs. Pratt.
Incentive Stock Options. The Plan provides for the issuance of
incentive stock options covering a maximum of 62,500 shares of Common Stock (as
adjusted for the May 30, 1997 five-for-four stock split), subject to future
adjustment for any stock splits, stock dividends, combinations or exchanges, or
other changes which affect the Common Stock. As discussed below, incentive stock
options afford certain tax benefits to the recipients. In
-6-
<PAGE>
general, to qualify as an incentive stock option, the option must be granted
only to employees of the Company, be granted within ten years of the earlier
of the date the Plan is adopted by the Board or the date of approval of the
Plan by the Company's shareholders, not be exercisable more than ten years
after the date of grant, have an exercise price of not less than the fair
market value of the Common Stock at the time of grant, not be transferable
other than by will or the laws of descent and distribution, and be granted to
a person who does not own more than 10% of the total combined voting power of
all classes of stock of the Company or its subsidiaries at the time of
grant. In addition, the Internal Revenue Code limits the value of shares that
can be exercised for the first time by an employee in any one year under an
incentive stock option plan to $100,000.
Nonqualified Stock Options. The Plan provides for automatic annual
grants of nonqualified stock options beginning in 1996 to the directors of the
Company on the day following the annual meeting of shareholders based on a
formula that reflects his or her performance during the year as judged by
certain objective criteria (the "Annual Director Grants"). The formula provides
that the number of shares of Common Stock covered by each Annual Director Grant
is 625 shares, subject to adjustment (i) downward by 31 shares, if the director
has missed more than one meeting of the Board of Directors since the last annual
meeting, (ii) downward by 31 shares if the director has failed to complete a
director education seminar since the last annual meeting, and (iii) upward or
downward by not more than 31 shares based on the percentage by which the Bank
exceeds or fails to exceed its performance goals. The exercise price is the
estimated market price on the grant date.
In 1995, the Company provided a one-time grant of options to the
directors based on performance criteria relating to their participation as
directors in the success of the Company and the Bank, including the number of
shares purchased in the initial offering, service in leadership positions on
committees of the Bank's Board of Directors, and other contributions. The
aggregate amount of shares covered by such options was 206,250, as adjusted for
the May 30, 1997 five-for-four stock split, exercisable until 2005. The exercise
price of those options, as adjusted for the May 30, 1997 stock split, is $8.00
per share.
All of the nonqualified options issuable to directors described above
provide that the options are forfeited should the Company or the Bank be
required to increase its equity capital pursuant to a capital directive issued
by the OCC and the holder does not exercise the options within certain time
frames.
Restricted Stock. The Plan permits the issuance of shares of Common
Stock to Participants subject to vesting requirements based on continued service
to the Company or the Bank, the Company's or the Bank's performance, the
individual performance of the grantee, and other conditions deemed appropriate
by the Stock Option Committee. Shares of restricted stock are not transferable
until vested. Assuming the maximum option grants described above are made based
on the Company's current management structure, there will be no shares of
restricted stock available for issuance under the Plan. There are no present
plans to issue any shares of restricted stock.
Compliance with Section 16 of the Securities Exchange Act of 1934
Based on a review of the reports of changes in beneficial ownership of
Company Common Stock furnished to the Company, the Company believes that its
officers and directors filed on a timely basis the reports required to be filed
under Section 16 of the Securities Exchange Act of 1934 during the fiscal year
ended December 31, 1997.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Larrowe, Cardwell & Company, L.C., Galax, Virginia, acted as the
Company's principal independent certified public accountants for the fiscal
years ended December 31, 1993 through 1997. No company has been selected by the
Board of Directors to act as the Company's independent certified public
accountants for the current fiscal year. The Board will make this decision later
in the year. Representatives of Larrowe, Cardwell & Company, L.C. are expected
to be present at the shareholders' meeting and will have the opportunity to make
a statement if they desire to do so and to respond to appropriate questions.
-7-
<PAGE>
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING
The Board of Directors knows of no matters other than those stated
above which are to be brought before the meeting. However, if any other matter
should be presented for consideration and voting, it is the intention of the
persons named in the enclosed form of Proxy to vote the Proxy in accordance with
their judgment of what is in the best interest of the Company.
INFORMATION RELATING TO SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1999 Annual
Meeting of Shareholders of the Company must be received by the Company no later
than October 28, 1998 in order for such proposals to be included in the
Company's proxy statement and form of proxy relating to such meeting.
AVAILABILITY OF FORM 10-KSB
On or about March 31, 1998, the Company will file with the Securities
and Exchange Commission an annual report (Form 10-KSB) for the year ended
December 31, 1997. A copy of the Company's Form 10-KSB can be obtained without
charge by writing to the Corporate Secretary at P.O. Box 1060, 900 Memorial
Drive, Pulaski, Virginia 24301.
By order of the Board of Directors
/s/ A. Carole Pratt
----------------------------------
A. CAROLE PRATT
Secretary
Pulaski, Virginia
February 26, 1998
-8-
<PAGE>
CNB HOLDINGS, INC.
P. O. Box 1060
900 Memorial Drive
Pulaski, Virginia 24301
This Proxy is solicited by the Board of Directors of CNB Holdings, Inc.
(the "Company") for the 1998 Annual Meeting of Shareholders to be held on April
9, 1998 (the "Annual Meeting").
The undersigned hereby appoints David W. Ratcliff, Jr. and A. Carole
Pratt and each of them, with full power of substitution, as proxies to vote all
of the shares of Common Stock of the Company which the undersigned may be
entitled to vote at the Annual Meeting, and at any adjournments thereof, on the
following matters in the following manner:
1. Election of four directors of the Company to serve until the 2001 Annual
Meeting of Shareholders.
<TABLE>
<CAPTION>
<S> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary below) nominees listed below
</TABLE>
Sybil S. Atkinson, Randolph V. Chrisley, James L. Webb, Jr., J. David
Wine.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name below.)
_____________________________________________________________________________
2. In accordance with their judgment, upon such other matters as may properly
come before the Annual Meeting or any adjournment thereof.
When this Proxy is properly executed and returned, and not revoked, the
shares it represents will be voted at the meeting in accordance with the choices
specified above. If no choice is specified, it will be voted for the election of
the nominees listed above.
PLEASE DATE AND SIGN THIS PROXY EXACTLY AS YOUR NAME
APPEARS BELOW.
Date: ___________________ , 1998
_____________________________________
(Signature of Shareholder)
_____________________________________
(Signature of Shareholder)
NOTE: When signing as
attorney, trustee,
administrator, executor or
guardian, please give your
full title as such. If a
corporation, please sign in
full corporate name by
President or other
authorized officer. In the
case of joint tenants, each
joint owner must sign.
