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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:
[ ] 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 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:
- --------------------------------------------------------------------------------
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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5) Total fee paid:
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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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3) Filing party:
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4) Date filed:
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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 Wednesday, April 26, 2000
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 eight directors to hold office for a period of one year and
until their successors are elected and qualified;
(2) To ratify the selection of Heathcott and Mullaly as the independent
accountants and auditors for the Company; and
(3) 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 25, 2000, 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 25, 2000
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.
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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 Wednesday, April 26, 2000 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 28, 2000. 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 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 2,021,520 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 25, 2000,
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 eight (8) members and those same eight
(8) 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
were elected at the Company's 1999 Annual Meeting. With the exception of Mark A.
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, 1999 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 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.
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<TABLE>
<CAPTION>
Name and Address of Beneficial Owners Number of Shares Beneficially owned on 12/31/99(%)
- ------------------------------------- --------------------------------------------------
<S> <C>
John L. Campbell 130,130 (6.44%)
306 Colonial Road
Rogersville, TN 37857
Leland A. Davis 1 24,000 (1.18%)
5416 Orebank Road
Kingsport, TN 37661
Mark A. Gamble 12,000 (0.59%)
1213 Nassau Drive
Kingsport, TN 37660
Kenneth E. Jenkins 2 130,150 (6.43%)
8501 Stagecoach Road
Bulls Gap, TN 37711
Dr. David R. Johnson 3 34,007 (1.67%)
2608 Suffolk Street
Kingsport, TN 37660
William J. Krickbaum 4 139,168 (6.87%)
704 W. Hills Drive
Rogersville, TN 37857
Sidney K. Lawson 5 86,873 (4.30%)
P. O. Box 700
Rogersville, TN 37857
Tommy W. Young 6 35,948 (1.77%)
1411 Robertson Blvd.
Rogersville, TN 37857
All Directors and
Executive Officers
as a group (eight persons) 7 592,276 (28.76%)
</TABLE>
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1 Includes 12,000 shares which Mr. Davis currently has a right to acquire under
Company stock options.
2 Includes 16,500 shares held by Mr. Jenkins' wife, as to which he disclaims
beneficial ownership, and 3,300 shares which Mr. Jenkins currently has a right
to acquire under Company stock options.
3 Includes 12,000 shares which Dr. Johnson currently has a right to acquire
under Company stock options.
4 Includes 17,100 shares owned by Lyons Construction Company, all of the stock
of which is owned by Mr. Krickbaum, 22,200 shares owned by his two children, and
8,142 shares owned by his wife, as to which he disclaims
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beneficial ownership. Also includes 4,500 shares which Mr. Krickbaum currently
has a right to acquire under Company stock options.
5 Includes 20,035 shares held by Mr. Lawson's wife, as to which he disclaims
beneficial ownership, and 1,500 shares which Mr. Lawson currently has a right to
acquire under Company stock options.
6 Includes 4,500 shares which Mr. Young currently has a right to acquire under
Company stock options.
7 Includes 37,800 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 (49) Chairman and Chief Executive Banker
306 Colonial Road Officer
Rogersville, TN 37857
Leland A. Davis (77) Director Real Estate Development
5416 Orebank Road
Kingsport, TN 37661
Mark A. Gamble (45) Director and President Banker
1213 Nassau Drive
Kingsport, TN 37660
Kenneth E. Jenkins (74) Director Vice President
8501 Stagecoach Road Stamco, Inc.
Bulls Gap, TN 37711
Dr. David R. Johnson (49) Director Veterinarian
2608 Suffolk Street Kingsport Veterinary Hospital
Kingsport, TN 37660
William J. Krickbaum (58) Director Bridge Construction
704 West Hills Drive Lyons Construction Company
Rogersville, TN 37857
Sidney K. Lawson (56) Director Heavy Construction
4151 Highway 11W Lawson Construction Company
Rogersville, TN 37857
Tommy W. Young (64) Director Utility District Manager
1411 Robertson Blvd. Hawkins County Natural Gas
Rogersville, TN 37857
</TABLE>
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Biographies of Directors and Officers
John L. Campbell is the Chairman and Chief Executive Officer 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.
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 President of the Bank. He has been with the Bank
since its inception and formerly was with First American National Bank and the
Federal Deposit Insurance Corporation. He is a graduate of East Tennessee State
University.
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 and Audit Committees.
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.
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.
Mr. Waller is in charge of the bank's retail customer services, marketing
functions, and branch administration. He is a graduate of the Southeastern
School of Banking at Vanderbilt University.
Kaye M. Stewart is Vice President and loan officer. A 37-year banking
veteran, Ms. Stewart worked at Citizens Union Bank for 23 years in branch
management and consumer loans. She is a graduate of the Tennessee Bankers
Association Consumer Lending School.
Elizabeth O. Lollar is the Bank's internal auditor. Ms. Lollar holds
a B.S. degree in accounting from the University of Tennessee. She is a certified
public accountant with over twenty years of audit and accounting experience. She
is a graduate of the Florida School of Banking.
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Kenneth R. Roberts is Vice President and Senior Lending Officer.
Mr. Roberts is a graduate of East Tennessee State University with a B.S. degree
in business administration. He has over 18 years banking experience with the
Tennessee Department of Financial Institutions and most recently the Federal
Reserve Bank of Atlanta.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes the compensation paid or accrued during
the three years ended December 31, 1999 to the Chief Executive Officer and to
the President. The Company did not grant any restricted stock awards or stock
appreciation rights or make any long-term incentive payouts during 1997, 1998,
or 1999. There were no grants of options to purchase shares of the Company's
common stock made in 1997, 1998, or 1999.
<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 ................... 1999 $131,250 $39,375 - $9,500(1)
Chairman and Chief Executive
Officer, Director 1998 $125,000 $33,000 - $6,950(1)
1997 $110,000 $24,440 - $6,550(1)
Mark A. Gamble .................... 1999 $ 86,100 $17,220 - $9,250(1)
President, Director
1998 $ 82,000 $13,120 - -
1997 $ 70,000 $14,000 - -
</TABLE>
(1) Represents director's fees.
Meetings of the Board of Directors and Committees
The Board of Directors has established standing Executive, Audit,
Loan, Investment, Risk Management 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 1999, the Executive Committee met 1 time.
Audit Committee. The Audit Committee, which is comprised of 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 1999, the Audit
Committee met 2 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 1999, the Compensation Committee
met 1 time.
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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 Gamble. During 1999, the Loan Committee met 3
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, Campbell, and Gamble. During fiscal
1999, the Investment Committee met 1 time.
Risk Management Committee. The Risk Management Committee brings
together functional areas of the Bank to assess the internal and external
factors which may pose a risk to the Bank's operations, profitability and/or
shareholder value. The committee will attempt to identify, measure and assign
the process and tools to monitor and control the identified risk. The committee
is comprised of Messrs. Young, Gamble and Campbell. During fiscal year 1999, the
Risk Committee met 1 time.
During 1999, the Board of Directors met 14 times. Each director,
during the period he 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 served.
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
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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, 1999, options covering a total of 183,000 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 director immediately following
such annual meeting was granted an option to purchase 1,500 shares of stock.
These options vest at a rate of 20% per year on the anniversary date of the
annual meeting of shareholders. The exercise price of all options equals 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.
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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 13% of the equity
capital of the Bank. At December 31, 1999, the total amount of loans to
directors and executive officers was $3,013,647, or approximately 32% 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, 1999.
Heathcott & Mullaly is a member of the SEC practice section of the American
Institute of Certified Public 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 2001 proxy materials and to be considered for the 2001 Annual Meeting, all
such proposals intended for presentation at the 2001 Annual Meeting must be
mailed to Mark A. Gamble, President, First Community Corporation, 809 West Main
Street, Rogersville, Tennessee 37857 and must be received no later than November
27, 2000.
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: Mark A. Gamble, President, First Community
Corporation, 809 West Main Street, Rogersville, Tennessee 37857.
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FIRST COMMUNITY CORPORATION
PROXY
ANNUAL MEETING OF SHAREHOLDERS
April 26, 2000
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 25, 2000, and hereby appoint(s) Mark A. Gamble 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 26, 2000, 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 Dr. David R. Johnson
Leland A. Davis William J. Krickbaum
Mark A. Gamble Sidney K. Lawson
Kenneth E. Jenkins Tommy W. Young
2. Ratification of selection of Heathcott & Mullaly as the independent
accountants and auditors for the company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. 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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