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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
(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 Rule 14a-11(c) or Rule 14a-12
First Community Corporation
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(Name of Registrant as Specified in its Governing Instruments)
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(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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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:*
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4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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*Set forth the amount on which the filing fee is calculated and state how it
was determined.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FIRST COMMUNITY CORPORATION
809 WEST MAIN STREET
ROGERSVILLE, TENNESSEE 37857
To the Shareholders of First Community Corporation:
Notice is hereby given that the Annual Meeting of Shareholders of First
Community Corporation (the "Company") will be held on April 21, 1999 at 6:00
p.m. at the main office of the Company, located at 809 West Main Street,
Rogersville, Tennessee, for the following purposes:
(1) To elect nine directors to hold office for a period of one year and until
their successors are elected and qualified;
(2) To consider and act upon a proposal to amend the Company's Charter to
increase the Company's authorized Common Stock from 3,000,000 to 10,000,000
shares;
(3) To ratify the selection of Heathcott and Mullaly as the independent
accountants and auditors for the Company; and
(4) To transact such other business as may properly come before the meeting or
any adjournments thereof.
The Board of Directors has fixed the close of business on March 22, 1999, as the
record date for the determination of shareholders entitled to notice of and to
vote at the meeting. Your attention is directed to the proxy statement
accompanying this notice for a more complete statement regarding the matters
proposed to be acted upon at the Annual Meeting.
By order of the Board of Directors,
John L. Campbell, Chairman
Rogersville, Tennessee
March 26, 1999
IMPORTANT
Whether or not you plan to attend the Annual Meeting, it would be appreciated if
you would complete, sign and promptly return the enclosed proxy in the
self-addressed prepaid envelope enclosed prior to the meeting. This will not
prevent you from voting in person, if you so desire.
<PAGE> 3
PROXY STATEMENT
FIRST COMMUNITY CORPORATION
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of First Community Corporation (the
"Company") to be voted at the Annual Meeting of Shareholders (the "Annual
Meeting") of the Company to be held at 809 West Main Street, Rogersville,
Tennessee, on April 21, 1999 at 6:00 p.m. for the purposes set forth in the
accompanying notice. A proxy may be revoked by the shareholder at any time prior
to its use by filing with the Secretary of the Company a written revocation or a
duly executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person. This proxy statement and the accompanying form of proxy have
been mailed on or about March 26, 1999. The information contained herein is as
of the date of the accompanying notice unless otherwise indicated. This proxy
solicitation is made by the Company and the expenses thereof will be borne
directly or indirectly by the Company.
The Company's principal executive office is located at 809 West Main
Street, Rogersville, Tennessee 37857, and its telephone number at such address
is (423) 272-5800.
OTHER MEETING AND VOTING INFORMATION
The shares represented by such proxies will be voted in accordance with
the choices specified therein. If no choice has been specified, the shares will
be voted FOR election of the nominees for director named herein and FOR approval
of the Charter amendment, and in the proxies' discretion on any other matter
which may properly come before the Annual Meeting.
The Board of Directors of the Company (the "Board") does not know of
any other matters which will be presented for action at the Annual Meeting, but
the persons named in the proxy intend to vote or act with respect to any other
proposal which may be presented for action according to their best judgment.
As of the record date, the Company has outstanding 2,037,195 shares of
its no par value common stock. Holders of common stock are entitled to one vote
for each share of common stock held on all matters to come before the Annual
Meeting. Only shareholders of record at the close of business on March 22, 1999,
are entitled to vote at the Annual Meeting or any adjournment thereof.
The affirmative vote of a plurality of the votes cast is required in
the election of the nominees as directors and the affirmative vote of a majority
of the votes cast is required for the approval of the Charter amendment.
PROPOSAL I: ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Company's Board of Directors
shall consist of not less than three (3) nor more than fifteen (15) persons. The
current Board of Directors consists of nine (9) members and those same nine (9)
persons have been nominated for election as directors of the Bank. All nominees
have consented to be named in this proxy statement and have agreed to serve if
elected. All of the nominees are presently directors of the Company and (with
the exception of Mark Gamble, who was elected by the Board) were elected at the
Company's 1998 Annual Meeting. With the exception of Mr. Gamble, all of the
directors have served as directors since the formation of the Company's
predecessor in 1993.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of December 31, 1998 certain
information with respect to the shares of the common stock of the Company
beneficially owned by the shareholders known to the Company to own beneficially
more than 5% of the shares and the shares of common stock beneficially owned by
the Company's directors and executive officers and by all of its executive
officers and directors as a group. The shares listed below and the percentage of
ownership for each person named below have been calculated assuming that all
presently exercisable
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options and options that will become exercisable within 60 days from the date of
this table, that have been issued pursuant to any of the Company's stock option
plans, have been exercised.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owners Number of Shares Beneficially owned on 12/31/98 (%)
- ------------------------------------- ---------------------------------------------------
<S> <C> <C>
John L. Campbell(1) 177,195 (8.69%)
306 Colonial Road
Rogersville, TN 37857
Melissa Lane Campbell(2) 99,792 (4.87%)
306 Colonial Road
Rogersville, TN 37857
Leland A. Davis(3) 22,500 (1.10%)
5416 Orebank Road
Kingsport, TN 37661
Mark A. Gamble 21,000 (1.03%)
1213 Nassau Drive
Kingsport, TN 37660
Kenneth E. Jenkins(4) 127,650 (6.24%)
8501 Stagecoach Road
Bulls Gap, TN 37711
Dr. David R. Johnson(5) 31,350 (1.53%)
2608 Suffolk Street
Kingsport, TN 37660
William J. Krickbaum(6) 136,225 (6.68%)
704 W. Hills Drive
Rogersville, TN 37857
Sidney K. Lawson(7) 85,425 (4.19%)
P. O. Box 700
Rogersville, TN 37857
Tommy W. Young(8) 33,000 (1.62%)
Route 4, Box 39
Apartment #2
Church Hill, TN 37642
All Directors and
Executive Officers
as a group (nine persons)(9) 661,942 (31.88%)
</TABLE>
- ----------------
(1) Includes 72,195 shares jointly owned by Mr. and Mrs. Campbell.
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(2) Includes 17,097 shares held by the Robert S. Lane Family Trust over which
Mrs. Campbell has voting control. Also includes the 72,195 shares jointly
owned by Mr. and Mrs. Campbell, and 10,500 shares which Mrs. Campbell
currently has a right to acquire under Company stock options.
(3) Includes 10,500 shares which Mr. Davis currently has a right to acquire
under Company stock options.
(4) Includes 16,500 shares held by Mr. Jenkins' wife, as to which he disclaims
beneficial ownership, and 1,800 shares which Mr. Jenkins currently has a
right to acquire under Company stock options.
(5) Includes 4,284 shares held by Dr. Johnson's wife, as to which he disclaims
beneficial ownership, and 10,500 shares which Dr. Johnson currently has a
right to acquire under Company stock options.
(6) Includes 17,100 shares owned by Lyons Construction Company, all of the
stock of which is owned by Mr. Krickbaum, and 34,800 shares owned by his
two children. Also includes 3,075 shares which Mr. Krickbaum currently has
a right to acquire under Company stock options.
(7) Includes 18,996 shares held by Mr. Lawson's wife, as to which he disclaims
beneficial ownership.
(8) Includes 3,000 shares which Mr. Young currently has a right to acquire
under Company stock options.
(9) Includes 39,375 shares which all officers and directors as a group
currently have a right to acquire under Company stock options.
DIRECTORS AND EXECUTIVE OFFICERS
The names of the Company's directors and executive officers, together
with certain information regarding them, are as follows:
<TABLE>
<CAPTION>
Name and Residence (age) Company Position Principal Occupation
------------------------ ---------------- --------------------
<S> <C> <C>
John L. Campbell (48) Chairman and President Banker
306 Colonial Road
Rogersville, TN 37857
Melissa Lane Campbell (41) Director Piano Teacher
306 Colonial Road Spring House School of Music
Rogersville, TN 37857
Leland A. Davis (76) Director Real Estate Development
5416 Orebank Road
Kingsport, TN 37661
Mark A. Gamble (44) Director and Executive Banker
1213 Nassau Drive Vice President
Kingsport, TN 37660
Kenneth E. Jenkins (73) Director Vice President
8501 Stagecoach Road Stamco, Inc.
Bulls Gap, TN 37711
</TABLE>
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<TABLE>
<CAPTION>
Name and Residence (age) Company Position Principal Occupation
------------------------ ---------------- --------------------
<S> <C> <C>
Dr. David R. Johnson (47) Director Veterinarian
2608 Suffolk Street Kingsport Veterinary Hospital
Kingsport, TN 37660
William J. Krickbaum (56) Director Bridge Construction
704 West Hills Drive Lyons Construction Company
Rogersville, TN 37857
Sidney K. Lawson (55) Director Heavy Construction
4151 Highway 11W Lawson Construction Company
Rogersville, TN 37857
Tommy W. Young (63) Director Utility District Manager
1411 Robertson Blvd. Hawkins County Natural Gas
Rogersville, TN 37857
</TABLE>
Biographies of Directors and Officers
John L. Campbell is the Chairman and President of the Bank. He is a
graduate of Duke University and the Cornell Law School. He serves on various
community and regional boards, including the East Tennessee State University
Foundation, Greater Tri Cities Business Alliance, and ETSU Chair of Banking
Advisory Board. Mr. Campbell is a member of the Tennessee Bankers Association
Task Force on Credit Unions. He chairs the Executive Committee.
Melissa Lane Campbell is the owner of the Spring House School of
Music, and is the wife of John L. Campbell. She is a graduate of Hollins College
and has a master's degree from University of North Carolina at Chapel Hill. She
is certified by the Music Teachers National Association. She chairs the Audit
Committee.
Leland A. Davis owned Lee Davis Oil Company, an oil jobber. He is an
active commercial real estate developer in Kingsport, Tennessee.
Mark A. Gamble is the Bank's Executive Vice President and senior
lending officer. He is a director of the Company and serves on the Loan, Year
2000 and Asset/Liability Committees of the Bank. Mr. Gamble began his career
with First American Bank in the Tri-Cities, and came to First Community Bank
after several years with the Resolution Trust Corporation.
Kenneth E. Jenkins is the founder of Minco, Inc., a producer of
industrial ceramic materials. After the sale of his business, Mr. Jenkins has
remained active in investments in Morristown and Greeneville, Tennessee as well
as farming. He chairs the Loan Committee.
Dr. David R. Johnson is the owner of Kingsport Veterinary Hospital.
He is active in the Rotary Club and other professional and civic enterprises.
William J. Krickbaum is the President of Lyons Construction Company,
Inc., handling heavy construction and bridge building. A registered engineer,
Mr. Krickbaum is President and Manager of Tri-Cities Concrete Company, a ready
mix concrete business. He chairs the Compensation Committee.
Sidney K. Lawson is the President of Lawson Construction Company,
Inc., a commercial contracting firm in Rogersville. Mr. Lawson is actively
engaged in farming. He chairs the Investment Committee.
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Tommy W. Young is Manager of the Hawkins County Gas Utility District.
He has served in numerous leadership capacities on civic charities and
organizations, including chairmanship of the Rogersville/Hawkins County Chamber
of Commerce, United Way and others. He is Vice-Chairman of the Hawkins County
Industrial Commission.
Biographies of Key Personnel
Matthew V. Branham is Vice President and Senior Operations Officer.
Mr. Branham is a graduate of East Tennessee State University and a Kingsport
native. Prior to joining First Community Bank, Mr. Branham worked for First
American Bank and PRIMUS Automotive Financial Services, Inc.
Steven M. Waller is Vice President and Retail Banking Manager. In
charge of the bank's retail customer services and marketing functions, he also
serves as manager of the Bank's East Main Street branch. He is a graduate of the
Southeastern School of Banking at Vanderbilt University.
Kaye M. Stewart is Vice President and loan officer. A 36-year banking
veteran, Ms. Stewart worked at Citizens Union Bank for 22 years in branch
management and consumer loans. She is a graduate of the Tennessee Bankers
Association Consumer Lending School.
PROPOSAL II: AMENDMENT TO CHARTER TO INCREASE AUTHORIZED COMMON STOCK
The Board of Directors has adopted a resolution approving and
recommending to the shareholders for their approval an amendment to the
Company's Charter which would increase the number of authorized shares of Common
Stock, no par value, from 3,000,000 shares to 10,000,000 shares. The following
summary of the proposed amendment should be read in conjunction with, and is
qualified in its entirety by reference to, the complete text of the proposed
amendment which is attached hereto as Exhibit A.
Explanation of and Reasons for the Amendment
The Board of Directors believes that it is advisable to increase the
authorized number of shares of Common Stock in order to have such additional
shares available for the Company for, among other things, possible issuances in
connection with such activities as stock splits and stock dividends,
implementation of employee benefit plans, public offerings of shares for cash,
and acquisitions of other companies. As of January 31, 1999, the Company had a
total of 2,037,195 shares of Common Stock outstanding, and in addition 178,875
shares of Common Stock were reserved for issuance under the Company's 1994 Stock
Option Plan and the Outside Directors' Stock Option Plan. Except for the shares
issuable under the Company's option plans described above, the Company has no
agreements or understandings regarding the issuance of any shares of Common
Stock.
Under the provisions of the Tennessee Business Corporation Act, the
Board of Directors generally may issue authorized but unissued shares of Common
Stock without shareholder approval. Having a substantial number of authorized
but unissued shares of Common Stock that is not reserved for specific purposes
would allow the Company to take prompt action with respect to corporate
opportunities that develop, without the delay and expense of convening a special
meeting of shareholders for the purpose of approving an increase in the
Company's capitalization. The issuance of additional shares of Common Stock may,
depending upon the circumstances under which such shares are issued, reduce the
shareholders' equity per share and may reduce the percentage ownership of Common
Stock by existing shareholders. It is not the present intention of the Board of
Directors to seek shareholder approval prior to any issuance of shares of Common
Stock that would become authorized by the amendment unless otherwise required by
law or regulation. Frequently, opportunities arise that require prompt action,
and it is the belief of the Board of Directors that the delay necessitated for
shareholder approval of a specific issuance could be to the detriment of the
Company and its shareholders.
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<PAGE> 8
When issued, the additional shares of Common Stock authorized by the
amendment will have the same rights and privileges as the shares of Common Stock
currently authorized and outstanding. Holders of Common Stock have no preemptive
rights and, accordingly, shareholders would not have any preferential rights to
purchase any of the additional shares of Common Stock when such shares are
issued.
Vote Required
Under Tennessee law, the affirmative vote of the holders of a
majority of the votes cast by the holders of the Company's Common Stock
represented and entitled to vote at the Annual Meeting is required to adopt
Proposal II.
The Board of Directors recommends a vote FOR the proposed amendment to
the Charter.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes the compensation paid or accrued during
the three years ended December 31, 1998 to the Chief Executive Officer. There
are no other officers of the Company or Bank whose total annual salary and bonus
exceeds $100,000; accordingly, disclosure regarding executive compensation is
provided in the below tables only with respect to the Chief Executive Officer.
The Company did not grant any restricted stock awards or stock appreciation
rights or make any long-term incentive payouts during 1996, 1997 or 1998. There
were no grants of options to purchase shares of the Company's common stock made
in 1996, 1997, or 1998.
<TABLE>
<CAPTION>
ANNUAL LONG TERM ALL OTHER
COMPENSATION COMPENSATION COMPENSATION
---------------------- ------------ ------------
FISCAL SALARY BONUS OPTIONS
NAME AND CURRENT POSITION YEAR ($) ($) (#) ($)
- -------------------------------- ------ -------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
John L. Campbell ....................... 1998 $125,000 $33,000 - $6,950(1)
Chairman and Chief Executive
Officer, Director 1997 $110,000 $24,440 - $6,550(1)
1996 $104,000 - - $6,550(1)
</TABLE>
(1) Represents director's fees.
Option Grants in Last Fiscal Year
The following table sets forth information concerning stock option
grants to the Company's Chief Executive Officer during 1994. There were no
grants during 1996, 1997, or 1998. All of the options shown below were exercised
by the Executive during 1998.
<TABLE>
<CAPTION>
# OF SECURITIES % OF TOTAL
UNDERLYING OPTIONS OPTIONS GRANTED TO EXERCISE EXPIRATION
NAME GRANTED EMPLOYEES IN 1994 PRICE ($/SH) DATE
- ---- ------------------ ------------------ ------------ --------------
<S> <C> <C> <C> <C>
John L. Campbell ............ 105,000 64.81% $4.50 April 28, 2004
</TABLE>
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Option Exercises and Values
This table presents information as to the exercise of options by the
named executive officer during 1998. The named executive officer did not hold
any unexercised options at December 31, 1998. There were no SARs outstanding
during 1998.
<TABLE>
<CAPTION>
SHARES ACQUIRED VALUE
NAME ON EXERCISE (#) REALIZED ($)
- ---- --------------- --------------
<S> <C> <C>
John L. Campbell ................ 105,000 $1,207,500 (1)
</TABLE>
(1) Dollar values were calculated by determining the difference between the
price of the common stock on December 31, 1998 of $15.00 per share and the
exercise price of such options.
Meetings of the Board of Directors and Committees
The Board of Directors has established standing Executive, Audit,
Loan, Investment and Compensation Committees. The Company does not have a
standing nominating committee.
Executive Committee. The Executive Committee, which is comprised of
Messrs. Campbell, Krickbaum, Jenkins, and Young, generally may exercise the
authority of the Board of Directors, to the extent permitted by law, in the
management of the Company between meetings of the Board of Directors. During
fiscal 1998, the Executive Committee met 4 times.
Audit Committee. The Audit Committee, which is comprised of Mrs.
Campbell and Messrs. Johnson, Krickbaum, Young, and Campbell, is responsible for
recommending independent auditors, reviewing with the independent auditors the
scope and results of the audit engagement and establishing and monitoring the
Company's financial policies and control procedures. During fiscal 1998, the
Audit Committee met 3 times.
Compensation Committee. The Compensation Committee, which is comprised
of Messrs. Krickbaum, Davis and Young, is responsible for establishing salaries,
bonuses, and other compensation for the Company's officers and for administering
the Company's stock option plans. During fiscal 1998, the Compensation Committee
met 1 time.
Loan Committee. The Loan Committee exercises loan approval authority
within limits established by the Board of Directors. It is comprised of Messrs.
Jenkins, Krickbaum, Campbell, and Mrs. Campbell. During 1997, the Loan Committee
met 4 times.
Investment Committee. The Investment Committee is responsible for the
oversight of the investment portfolio and funding activities of the Company and
is comprised of Messrs. Lawson, Davis and Campbell. During fiscal 1998, the
Investment Committee met 2 times.
During 1998, the Board of Directors met 13 times. Each director,
during the period he or she was a director, attended at least 75% of the
meetings of the Board of Directors and at least 75% of the total number of
meetings of all of the committees on which he or she served.
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Director Compensation
Members of the Board of Directors receive a fee of $500 for each Bank
board meeting attended, $500 for each Holding Company board meeting and $250 for
each special board meeting, and are reimbursed for certain expenses incurred in
serving as directors. In addition, board members who are not officers or
employees of the Company receive a fee of $100 for each committee meeting
attended, and inside directors receive a fee of $100 for each committee meeting
attended after normal business hours. The outside directors of the Company in
the past also received options under the First Community Corporation Outside
Directors' Stock Option Plan. See "Stock Incentive Plans." The Company has an
Unfunded Deferred Compensation Plan which generally provides directors with the
opportunity to defer all or a portion of their regular director fees. Pursuant
to the terms of the Unfunded Deferred Compensation Plan, a director may elect to
invest any amounts deferred in life insurance, in which case the bank and the
director enter into a split-dollar life insurance agreement.
Stock Incentive Plans
The Company's Board of Directors and its shareholders have adopted and
approved the 1994 Stock Option Plan (the "Employee Plan") and the Outside
Directors' Stock Option Plan (the "Directors' Plan"). The Plans are intended to
promote the interests of the Company and its shareholders, to improve the
long-term financial performance of the Company, and to attract and retain the
Company's management team by providing competitive financial incentives.
1994 Stock Option Plan. The persons to whom options may be granted
under the Employee Plan will be determined from time to time by the Company's
Compensation Committee (the "Committee"). Officers and key employees of the
Company and its subsidiary, as determined by the Board or the Committee, are
eligible for grants of options.
The Employee Plan provides for the granting of incentive stock options
and non-statutory stock options. Incentive stock options offer employees the
possibility of deferring taxes until the underlying shares of stock acquired
upon exercise of the option are sold. For some of the Company's employees, the
benefits of incentive stock options are outweighed by the disadvantages of
certain restrictions imposed by the Internal Revenue Code. In addition, with
non-statutory stock options, the Company receives a tax deduction at the time
the employee recognizes ordinary income in an amount of such income to the
employee. With incentive stock options, the Company does not receive a tax
deduction at any time (assuming that the employee meets the holding period
requirements for capital gain treatment).
The Employee Plan is administered by the Committee. No person while a
member of the Committee is eligible to be granted an option under the Employee
Plan. Members of the Committee are appointed, and vacancies thereon filled, by
the Board of Directors of the Company, and the Board has the power to remove
members of the Committee.
An aggregate of 225,000 shares of the Company's common stock, no par
value, may be issued pursuant to the exercise of stock options by such officers
and key employees of the Company and its subsidiary as the Committee may
determine. As of December 31, 1998, options covering a total of 162,000 shares
had been granted under the Employee Plan, and 132,756 of those had been
exercised. There are no limitations on the number of shares of Common Stock
which may be optioned to any one person, except that the aggregate fair market
value (determined as of the time the option is granted) of Company Common Stock
with respect to which incentive stock options are exercisable for the first time
by an employee during any calendar year under the Employee Plan (and any other
incentive stock option plan of the Company or any subsidiary) may not exceed
$100,000.
Outside Directors' Stock Option Plan. The Directors' Plan provides
that each person who was a non-employee director of the Company in April, 1994,
will receive an option to purchase 7,500 shares of the Company's common stock,
no par value. This option was exercisable immediately. In addition, on the first
business day following the annual meeting of shareholders of each of the years
1994 through and including 1998, each outside
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director immediately following such annual meeting will be granted an option to
purchase 1,500 shares of stock. These options will vest at a rate of 20% per
year on the anniversary date of the annual meeting of shareholders. The exercise
price of all options shall equal the fair market value of the Company's common
stock on the date of grant.
An aggregate of 150,000 shares are reserved for grants of options
pursuant to the Directors' Plan. Shares subject to options which terminate or
expire unexercised will be available for future option grants. The total number
of shares subject to the Directors' Plan and the number covered under each
individual option is subject to automatic adjustment in the event of stock
dividends, recapitalizations, mergers, consolidations, split-ups, combinations
or exchanges of shares and the like, as determined by the Board of Directors.
If any non-employee director ceases to be a director as a result of
death or total disability while holding an option that has not expired and has
not been fully exercised, such person or such person's executors,
administrators, heirs, personal representative, conservator, or distributees
may, at any time within six months after the date of such death or total
disability, exercise the option in its entirety with respect to all remaining
shares covered by that option.
The options under the Directors' Plan are nonstatutory options
intended not to qualify as incentive stock options under Section 422 of the
Internal Revenue Code. The grant of options will not result in taxable income to
the non-employee director or a tax deduction to the Company. The exercise of an
option by a non-employee director will result in taxable ordinary income to the
non-employee director and a corresponding deduction for the Company, in each
case equal to the difference between the option price and the fair market value
of the shares on the date the option is exercised.
The Directors' Plan is administered by the Board of Directors who is
authorized to interpret the Plan but has no authority with respect to the
selection of directors to receive options or the option price for shares subject
to the Directors' Plan. The Board has no authority to materially increase the
benefits under the plan. The Board may amend the Directors' Plan as it shall
deem advisable but may not, without further shareholder approval, increase the
maximum number of shares under the plan or options granted thereunder, reduce
the minimum option price, extend the period during which options may be granted
or exercised, or change the class of persons eligible to receive options.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's directors and officers, as well as business
organizations and individuals associated with them, are customers of the Bank.
All loan transactions to such individuals and entities are made in the ordinary
course of business and on the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
unrelated borrowers and do not involve more than the normal risk of
collectibility or present other unfavorable features.
There are no cases in which aggregate extensions of credit outstanding
to any one director or officer and his associates exceeds 10% of the equity
capital of the Bank. At December 31, 1998, the total amount of loans to
directors and executive officers was $2,695,394, or approximately 28% of
shareholders' equity.
INDEPENDENT CERTIFIED ACCOUNTANTS
Heathcott & Mullaly, certified public accountants, have been the
Company's independent auditors since 1993 and reported on the Company's
consolidated financial statements for the year-ended December 31, 1997.
Heathcott & Mullaly is a member of the SEC practice section of the American
Institute of Certified Public
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<PAGE> 12
Accountants Division for CPA firms. A representative of Heathcott & Mullaly is
not expected to attend the Annual Meeting.
SHAREHOLDER PROPOSALS
In order for the annual proposals by shareholders to be included in
the 1999 proxy materials and to be considered for the 1999 Annual Meeting, all
such proposals intended for presentation at the 1999 Annual Meeting must be
mailed to John L. Campbell, President, First Community Corporation, 809 West
Main Street, Rogersville, Tennessee 37857 and must be received no later than
November 24, 1999.
ANNUAL REPORT ON FORM 10-KSB
To obtain a copy of the Company's Annual Report on Form 10-KSB as
filed with the Securities and Exchange Commission (available without charge to
shareholders), please write: John L. Campbell, President, First Community
Corporation, 809 West Main Street, Rogersville, Tennessee 37857.
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<PAGE> 13
EXHIBIT A
ARTICLES OF AMENDMENT TO THE CHARTER
OF FIRST COMMUNITY CORPORATION
CORPORATE CONTROL NUMBER: 0275304
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, as amended, the undersigned, First Community
Corporation, a Tennessee corporation (the "Corporation"), adopts the following
Articles of Amendment to its Charter:
1. The name of the Corporation is First Community Corporation.
2. The Charter is hereby amended by deleting Section 6 in its entirety
and by substituting in lieu thereof the following new Section 6:
"6. The number of shares of stock the Corporation is authorized
to issue is:
(A) Ten Million (10,000,000) shares of Common Stock,
no par value.
(B) One Million (1,000,000) shares of Preferred Stock, no par
value. Shares of the Preferred Stock may be issued from
time to time in one or more series, each such series to be
so designated as to distinguish the shares thereof from the
shares of all other series and classes. The Board of
Directors is hereby vested with the authority to divide any
or all classes of Preferred Stock into series and to fix
and determine the relative rights and preferences of the
shares of any series so established."
3. This Amendment is to be effective when filed by the Secretary of
State.
4. The Amendment was duly adopted on April 21, 1999 by the
Shareholders of the Corporation.
Dated: April 21, 1999 FIRST COMMUNITY CORPORATION
By:
---------------------------------
John L. Campbell, President
11
<PAGE> 14
Appendix A
FIRST COMMUNITY CORPORATION
PROXY
ANNUAL MEETING OF SHAREHOLDERS
April 21, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(Please sign and return in the enclosed envelope.)
The undersigned shareholder(s) of First Community Corporation (the
"Corporation") hereby acknowledge(s) receipt of the Notice of Annual Meeting of
Shareholders, dated March 26, 1999, and hereby appoint(s) John L. Campbell Proxy
of the undersigned, with full power of substitution and revocation, and
authorize(s) him to vote the number of shares which the undersigned would be
entitled to cast if personally present at the Annual Meeting of Shareholders of
the Corporation to be held on April 21, 1999, at 6:00 p.m., local time, at the
main office of First Community Bank at 809 West Main Street, Rogersville,
Tennessee, and any adjournment(s) thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:
1. Election of Directors.
[ ] FOR all nominees named (except as crossed through)
John L. Campbell Mark A. Gamble William J. Krickbaum
Melissa Lane Campbell Kenneth E. Jenkins Sidney K. Lawson
Leland A. Davis Dr. David R. Johnson Tommy W. Young
2. To amend the Company's Charter to increase the Company's authorized Common
Stock from 3,000,000 to 10,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Ratification of selection of Heathcott & Mullaly as the independent
accountants and auditors for the company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. With discretionary authority on any other matter which properly comes before
the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE COMPLETE, DATE, PROPERLY SIGN, AND RETURN THIS PROXY PROMPTLY.
This Proxy, when properly executed, will be voted in accordance with
the directions given by the undersigned shareholder(s). If no direction is made,
it will be voted in favor of each of the proposals.
[ ]
[ ]
Date: Signed:
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