================================================================================
UNITED STATES
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 Section 240.14a-11(c) or Section 240.14a-12
SNB Bancshares, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which 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:
-------------------------------------------------------------------------
Notes:
<PAGE>
SNB Bancshares, Inc.
March 29, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held on April 27, 2000, in Macon, Georgia, at the time and place shown in
the attached notice. In addition to considering the matters described in the
proxy statement, we will review for you our 1999 business results and
discuss other matters of interest to our shareholders.
We hope you can attend the meeting in person, but even if you plan to do
so, we encourage you to vote your shares ahead of time by using the
enclosed proxy card. This will ensure that your SNB stock will be
represented at the meeting. If you attend the meeting and prefer to vote in
person, you may do so. The attached proxy statement explains more about
proxy voting. Please read it carefully.
We are enclosing in this package a copy of our 1999 Annual Report for
your review. We look forward to seeing you at our annual meeting on April
27, 2000.
Sincerely,
Robert C. Ham
Chairman of the Board
<PAGE>
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS OF
SNB BANCSHARES, INC.
DATE: Thursday, April 27, 2000
TIME: 6:00 p.m.
PLACE: Ballroom
Macon Centreplex
200 Coliseum Drive
Macon, Georgia
MATTERS TO BE VOTED ON:
- - PROPOSAL: Election of four directors.
- - Any other matters that may be properly brought before the meeting.
Only shareholders of record at the close of business on March 15, 2000
may vote at the meeting.
Your vote is important. Please complete, sign, date, and return your
proxy card promptly in the enclosed envelope.
By Order of The Board of Directors,
Macon, Georgia Jackie H. Miller
March 29, 2000 Secretary
<PAGE>
SNB BANCSHARES, INC.
2918 Riverside Drive
P. O. Box 4748
Macon, Georgia 31208
(912) 722-6200
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD April 27, 2000
This proxy statement is furnished to the shareholders of SNB Bancshares,
Inc. in connection with the solicitation of proxies by our board of directors to
be voted at the 2000 Annual Meeting of Shareholders and at any
adjournments thereof (the "Annual Meeting"). The Annual Meeting will be
held on Thursday, April 27, 2000 in the Ballroom of the Macon Centreplex,
200 Coliseum Drive, Macon, Georgia at 6:00 p.m.
The approximate date on which this proxy statement and the accompanying
proxy card are first being sent or given to shareholders is March 29, 2000.
As used in this proxy statement, the terms SNB, Company, we, our and us
all refer to SNB Bancshares, Inc. and its subsidiaries.
VOTING
GENERAL
The securities that can be voted at the Annual Meeting consist of SNB's $1
par value common stock ("SNB stock") with each share entitling its owner to
one vote on each matter submitted to the shareholders. The record date for
determining the holders of SNB stock who are entitled to notice of and to
vote at the Annual Meeting is March 15, 2000. On this record date,
3,340,624 shares of SNB stock were outstanding and eligible to be voted.
QUORUM AND VOTE REQUIRED
The presence, in person or by proxy, of a majority of the outstanding shares
of SNB stock is necessary to constitute a quorum at the Annual Meeting. In
determining whether a quorum exists at the Annual Meeting for purposes of
all matters to be voted on, all votes "for" or "against" as well as all
abstentions (including votes to withhold authority to vote) will be counted.
In voting for the proposal to elect four directors, you may vote in favor of all
nominees or withhold your votes as to all or as to specific nominees. The
vote required to approve the proposal is governed by Georgia law and is a
plurality of the votes cast by the holders of shares entitled to vote, provided
a quorum is present. Any other matter that may be submitted to
shareholders will be determined by a majority of the votes cast at the
meeting. Votes withheld and broker non-votes will not be counted and will
have no effect.
Our SNB directors and executive officers hold 815,008 shares of SNB stock,
or approximately 24.04% of all outstanding stock, and we believe that all of
those shares will be voted in favor of all proposals.
1
<PAGE>
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. In voting by proxy with regard to the election of directors,
you may vote in favor of all nominees, withhold your votes as to all
nominees or withhold your votes as to specific nominees. You should
specify your choices on the proxy card. IF NO SPECIFIC INSTRUCTIONS
ARE GIVEN WITH REGARD TO THE MATTERS TO BE VOTED UPON,
THE SHARES REPRESENTED BY A SIGNED PROXY CARD WILL BE
VOTED "FOR" THE PROPOSALS LISTED ON THE PROXY CARD. 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 before they are voted by
giving written notice to Ms. Jackie H. Miller, Secretary of the board of
directors, SNB Bancshares, Inc., P.O. Box 4748, Macon, Georgia 31208, by
delivering a later dated proxy card, or by voting in person at the Annual
Meeting.
We will pay all expenses incurred in the solicitation of proxies. Such costs
include charges by brokers, fiduciaries and custodians for forwarding proxy
materials to beneficial owners of stock held in their names. Registrar and
Transfer Company, our registered transfer agent, will assist in soliciting
proxies on a fee basis including out-of-pocket costs. Solicitation also may
take place by mail, telephone and personal contact by our directors and
executive officers without additional compensation.
PROPOSAL - ELECTION OF DIRECTORS
Our board of directors consists of thirteen members, twelve of whom are
non-employee directors. The other director is our President and Chief
Executive Officer. Our articles of incorporation provide that the board shall
be divided into three classes, as nearly equal in number as possible, and
that the board shall consist of not less than five members and not more than
twenty-five members, with the exact number to be fixed from time to time by
the board or the shareholders. The term of office of one of the classes of
directors expires each year, and a new class of directors is elected each
year by the shareholders for a term of three years and until their successors
are elected and qualified.
At its January, 2000 meeting, the SNB board raised the fixed number of
board members from twelve to thirteen, and appointed Lee Greene, Jr. to fill
the new board position. Mr. Greene's term will expire in 2002. More
information on Mr. Greene can be found in other sections of these proxy
materials.
The board has nominated the following persons for submission to the
shareholders for election to a three-year term expiring at the 2003 meeting:
Robert C. Ham
Robert T. Mullis
H. Cullen Talton, Jr.
Joe E. Timberlake, III
Each of these nominees is currently a director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" THE PROPOSAL TO ELECT THE FOUR NOMINEES
NAMED ABOVE.
Each of the nominees has consented to serve if elected. If any nominee
should be unavailable to serve for any reason, the board may designate a
substitute nominee (in which event the persons named as proxies will vote
the shares represented by all valid proxy cards for the election of such
substitute nominee), allow the vacancy to remain open until a suitable
candidate is located, or reduce the number of directors.
2
<PAGE>
NOMINEES FOR TERMS EXPIRING IN 2003:
ROBERT C. HAM, age 70, has been the Chairman of the board of directors
of SNB and Security Bank of Bibb County, SNB's subsidiary bank in Macon,
Georgia ("SB-Bibb") since the inception of both companies. He is the past
President and Chief Executive Officer of SNB and SB-Bibb. Mr. Ham
organized the founding group who chartered SB-Bibb in 1988.
ROBERT T. MULLIS, age 57, holds ownership interests in Diamond Waste,
Inc., RTM Industries, Inc. and Melrose Holdings, Inc., companies that are
involved in the solid waste industry and in real estate holdings. Mr. Mullis
has been a director of SNB and SB-Bibb since the founding of both
companies.
H. CULLEN TALTON, JR., age 67, is the sheriff of Houston County, Georgia
and a real estate developer. He has been a director of SNB since August,
1998 and a director of Security Bank of Houston County, the Company's
subsidiary bank in Perry and Warner Robins, Georgia ("SB-Houston") since
its founding.
JOE E. TIMBERLAKE, III, age 59, is the retired President of Timberlake
Grocery Company in Macon, Georgia. He has been a director of SNB and
SB-Bibb since the founding of both companies.
CONTINUING DIRECTORS - TERMS EXPIRING IN 2002:
EDWARD M. BECKHAM, II, age 61, is a partner in Beckham Bros.
Distribution, a BP Oil distributor that supplies petroleum products to
wholesale and retail customers in the middle Georgia area. He is also a
partner in Beckham Bros., which is a real estate and agricultural company.
He has served as a director of SNB since August, 1998. He has also been a
director of SB-Houston since its founding.
ALFORD C. BRIDGES, age 61, is President and Chief Executive Officer of
Whiteway Development Corporation d/b/a Appling Brothers, a grading,
paving and construction company in Macon, Georgia. Mr. Bridges has
served as a director of SNB and SB-Bibb since the founding of both
companies.
LEE GREENE, JR., age 79, is the retired past owner and President of
Greene Plumbing & Heating Co., Inc. in Macon, Georgia. He is also
President of Ashburn Developers Inc., dealing with apartment rentals. He is
a founding director of SB-Bibb and was elected to the SNB board in January
2000.
BOBBY STALNAKER, age 50, is former co-owner and President of
Stalnaker Plastics, Inc., a manufacturing company in Warner Robins,
Georgia. He has been a director of SNB since August 1998, and a director
of SB-Houston since 1996.
RICHARD W. WHITE, JR., age 46, is President and part owner of White
Brothers Warehouse, Inc., a wholesale distributor of auto parts in Macon,
Georgia. He has been a director of SNB and SB-Bibb since the founding of
both companies.
CONTINUING DIRECTORS - TERMS EXPIRING IN 2001:
BENJAMIN W. GRIFFITH, III, age 47, is President and owner of Southern
Pine Plantations, Inc., a Macon based real estate development and
timberland company. Mr. Griffith also holds ownership interests in various
other timber, mining and real estate investments in the southeast. He is
Vice Chairman of the SNB board and has been a director of SNB and SB-
Bibb since the founding of both companies.
BEN G. PORTER, age 66, owns Snelling Personnel Services in Macon,
Georgia. He retired from Charter Medical Corporation in 1988, where he
served as Senior Vice President and President of Charter Medical
International. He is the former owner of Piedmont Communications. He has
been a director of SNB and SB-Bibb since 1996.
H. AVERETT WALKER, age 46, served as President and Chief Operating
Officer of SNB and SB-Bibb from January, 1996 through December, 1996.
He now serves as President and Chief Executive Officer.
3
<PAGE>
His banking careerincludes over two years with Bank South as Middle Georgia
Regional President in Macon, and ten years with NationsBank, now Bank of
America, including positions as Regional President in Albany/Moultrie and
President in LaGrange. He has been a director of SNB and SB-Bibb since 1996.
LARRY WALKER, age 57, has been the Georgia state representative for the
141st District (Houston County) since 1972. He serves as House Majority
Leader. Mr. Walker is an attorney with the firm of Walker, Hulbert, Gray &
Byrd in Perry, Georgia. He has been a director of SNB since August, 1998
and a director of SB-Houston since its founding.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Our board of directors conducts regular meetings, generally on a monthly
basis. Our board of directors met thirteen times during 1999. Nine of the
SNB directors also serve on the board of SB-Bibb. The other four SNB
directors also serve on the SB-Houston board. Both subsidiary bank boards
conduct some of their business through various board committees as
described below. Each of our directors attended at least 75% of the
meetings of the full boards and of the committees on which he serves
except Larry Walker, who attended 52% of such meetings; Ben G. Porter,
who attended 72% of such meetings; and Lee Greene, Jr., who attended
73% of such meetings.
SUBSIDIARY BANK BOARDS:
SNB directors Bridges, Greene, Griffith, Ham, Mullis, Porter, Timberlake, H.
Averett Walker, and White also serve as directors of SB-Bibb. During 1999,
the SB-Bibb board held twelve regular meetings.
SNB directors Beckham, Stalnaker, Talton and Larry Walker also serve as
directors of SB-Houston. During 1999, the SB-Houston board held twelve
regular meetings.
BOARD COMMITTEES:
The Company has established various joint committees, comprised of
several board members from each of the two subsidiary banks, to conduct
and coordinate the Company's business. These joint committees oversee
audit, investment, data processing, risk management, marketing and
building programs. The two banks also maintain separate committees to
oversee other functions including lending and personnel.
AUDIT COMMITTEE. The joint SNB Audit Committee is responsible for
overseeing audit functions, development and implementation of a written
audit policy, review of federal and state examinations, evaluation of internal
controls and overseeing compliance with all audits and examinations
required by law. SNB board members Beckham, Ham, Griffith, Mullis, and
H. Averett Walker served on the Audit Committee during 1999, along with
other members from the boards of both subsidiary banks. The Audit
Committee held two meetings during 1999.
PERSONNEL COMMITTEES. Each subsidiary bank maintains a Personnel
Committee. These Personnel Committees establish compensation for the
executive officers and management of the banks, review the selection and
hiring of key officers, oversee the administration of employee benefit
programs and set guidelines for compensation for all employees. SNB board
members who served on the SB-Bibb Personnel Committee in 1999 were
Ham, Griffith, Mullis, Porter, Timberlake, and H. Averett Walker. SNB
directors Beckham, Stalnaker and Larry Walker also served on the SB-
Houston Personnel Committee during 1999. Each of these two bank
committees held two meetings during 1999.
DIRECTOR COMPENSATION
Directors receive $300 per month for their service as SNB directors. Prior to
October 1998, SNB paid no fees to its directors. SB-Bibb pays $400 to each
of its directors for their service as SB-Bibb directors. SNB and SB-Bibb pay
their monthly director fees regardless of attendance records. SB-Bibb does
not pay additional fees for any committee meetings. SB-Houston pays its
directors $300 per month for each regular board meeting, plus $50 per
meeting for committee attendance. The SB-Houston directors are paid only
if they attend meetings. No annual bonuses or other plans or perquisites are
provided to directors of SNB or the two banks. During the year 1999, we
paid a total of $186,750 in director fees.
4
<PAGE>
STOCK OWNERSHIP
PRINCIPAL SHAREHOLDERS
There are no shareholders of SNB stock who hold more than 5% of the
outstanding shares.
DIRECTORS AND EXECUTIVE OFFICERS
The following table shows information as of March 15, 2000 regarding the
ownership of SNB stock by each SNB director (including nominees for
director), by the two executive officers of SNB named in the Summary
Compensation Table on page 6, and by all SNB directors and executive
officers as a group.
Shares
Beneficially
Name Position Owned (1) Percent of Class
- ------------------------------------------------------------------------------
Edward M. Beckham, II Director 33,800 1.00%
Alford C. Bridges Director 61,200 1.80%
Richard C. Collinsworth Executive Officer 13,033(2) 0.38%
Lee Greene, Jr. Director 39,600 1.17%
Benjamin W. Griffith, III Director 95,315 2.81%
Robert C. Ham Director & Nominee 64,025 1.89%
Robert T. Mullis Director & Nominee 166,455(3) 4.91%
Ben G. Porter Director 69,750 2.06%
Bobby Stalnaker Director 6,970(4) 0.21%
H. Cullen Talton, Jr. Director & Nominee 14,500 0.43%
Joe E. Timberlake, III Director & Nominee 104,623(5) 3.09%
H. Averett Walker Director &
Executive Officer 49,810(6) 1.47%
Larry Walker Director 14,266(7) 0.42%
Richard W. White, Jr. Director 41,561(8) 1.23%
All directors and executive
officers as a group 815,008 24.04%
(16 persons)
(1) This table is based upon information furnished to us by the persons
listed above. Included are shares of SNB stock that may be acquired within
60 days of March 15, 2000 upon the exercise of vested stock options.
Unless otherwise indicated, the persons listed in the tables have sole voting
and investment power with regard to the shares shown as owned by such
persons.
(2) Includes 10,000 stock option shares that can be acquired within 60 days
of March 15, 2000.
(3) Includes 132,747 shares held directly by Mr. Mullis; 10,240 shares held
by a broker as custodian for Mr. Mullis; 6,086 shares held jointly with
Michael C. Griffin; and 17,382 shares for which Mr. Mullis holds a power of
attorney. Mr. Mullis disclaims beneficial ownership for the shares held jointly
with Mr. Griffin and the shares for which he holds a power of attorney.
(4) Includes 870 shares held by Mr. Stalnaker's wife.
5
<PAGE>
(5) Includes 11,192 shares held by Mr. Timberlake as trustee for revocable
family trusts; 6,701 shares held by a broker as custodian for Mr. Timberlake;
and 400 shares held in a brokerage account in the name of Mr. Timberlake
as trustee for a revocable family trust.
(6) Includes 11,510 shares held in Mr. H. Averett Walker's IRA account, and
15,000 in stock option shares that can be acquired within 60 days of March
15, 2000.
(7) Includes 295 shares held by Mr. Larry Walker's wife.
(8) Includes 15,750 shares held jointly with Mr. White's wife.
The following table contains certain information about executive officers of
SNB who are not directors. All executive officers of SNB do not hold office
for a fixed term but may be removed by the board of directors with or without
cause.
Shares
Name and Address Age Positions Held Beneficially Owned (1)
- ------------------------------------------------------------------------------
Richard A. Collinsworth 50 Executive Vice President 13,033 (2)
Macon, Georgia SNB and SB-Bibb
Shirley D. Jackson 62 Senior Vice President 24,400 (3)
Macon, Georgia SNB and SB-Bibb
Michael T. O'Dillon 45 Senior Vice President, 15,700 (4)
Forsyth, Georgia Treasurer & CFO, SNB;
Senior Vice President
& Cashier, SB-Bibb
(1) This table is based upon information furnished to us by the persons
listed above. Included are shares of SNB stock that may be acquired within
60 days of March 15, 2000 upon the exercise of vested stock options.
Unless otherwise indicated, the persons listed in the tables have sole voting
and investment power with regard to the shares shown as owned by such
persons.
(2) Mr. Collinsworth is also listed separately above in the table of directors
and named executive officers. Includes 10,000 stock option shares that can
be acquired within 60 days of March 15, 2000.
(3) Includes 10,000 stock options shares that can be acquired within 60
days of March 15, 2000.
(4) Includes 10,000 stock option shares that can be acquired within 60 days
of March 15, 2000.
RICHARD A. COLLINSWORTH, age 50, has served as Executive Vice
President of SNB and SB-Bibb since January 1996. Prior to joining the
Company, he was City Commercial Banking Manager for Bank South in
Macon in 1995. His twenty-seven year banking background includes
positions at NationsBank, now Bank of America, in North Carolina and
Texas and at Henderson National Bank in Huntsville, Alabama. His
responsibilities have included commercial lending, credit administration,
marketing, internal reorganizations and product development.
SHIRLEY D. JACKSON, age 62, was one of three founding executive
officers of SB-Bibb in 1988, and currently serves as Senior Vice President of
SNB and SB-Bibb with responsibilities in commercial lending. Her thirty-
eight year banking background includes employment at Central Bank of
Georgia, now First Union National Bank, from 1973 to 1987 as Vice
President in commercial and consumer lending.
MICHAEL T. O'DILLON, age 45, was one of three founding executive
officers of SB-Bibb in 1988. He serves as Senior Vice President, Treasurer
and Chief Financial Officer of SNB and Senior Vice President and Cashier
of SB-Bibb. He was employed by Central Bank of Georgia, now First Union
National Bank,
6
<PAGE>
from 1977 to 1987, where he served as Vice President and
Corporate Secretary in charge of operations and financial reporting.
EXECUTIVE COMPENSATION
The following table sets forth the total annual compensation paid in each of
the last three fiscal years to our chief executive officer and to any other
executive officer of SNB or SNB's bank subsidiaries whose cash
compensation during the last fiscal year exceeded $100,000.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Awards
Annual Compensation ----------
--------------------- Securities
Name & Underlying All Other
Principal Options Compensation
Position Year Salary ($)(1) Bonus($)(2) ( No.) (3) ($)(4)
- ------------------------------------------------------------------------------
H. Averett Walker 1999 $143,356 $28,103 10,000 $21,360
President, Chief
Executive Officer & 1998 136,345 20,996 0 15,179
Director of SNB
and SB-Bibb 1997 129,799 15,767 0 11,721
Richard A. 1999 $92,045 $20,242 7,500 $7,736
Collinsworth
Executive Vice 1998 83,195 14,221 0 11,897
President of SNB
and SB-Bibb 1997 75,208 9,770 0 6,554
(1) Includes amounts deferred at the election of the executive officers into
SB-Bibb's 401(K) Savings Incentive and Profit Sharing Plan as follows: Mr.
Walker - $10,000 in 1999; $9,500 in 1998 and $9,450 in 1997; Mr.
Collinsworth - $5,659 in 1999; $9,500 in 1998 and $7,200 in 1997.
(2) Includes accrued amounts earned from SB-Bibb's Annual Cash Incentive
Bonus Plan. Bonuses are distributed in January of the subsequent calendar
year.
(3) Number of option shares granted during 1999 from the SNB Bancshares,
Inc. 1999 Incentive Stock Option Plan.
(4) Includes cash director fees paid to Mr. Walker from SNB and SB-Bibb as
follows: $8,700 in 1999; $5,500 in 1998 and $3,600 in 1997. Includes
discretionary and matching contributions to SB-Bibb's 401(K) Savings
Incentive and Profit Sharing Plan as follows for: Mr. Walker - $12,660 in
1999, $9,679 in 1998 and $8,121 in 1997; Mr. Collinsworth - $7,736 in
1999, $11,897 in 1998 and $6,554 in 1997.
EXECUTIVE EMPLOYMENT AGREEMENT
7
<PAGE>
On January 10, 1996, the Company entered into a letter agreement with H.
Averett Walker ("Walker"), employing Walker as President and Chief
Operating Officer of SNB and SB-Bibb for an initial annual base salary of
$125,000 during 1996. The term of the agreement continues from and after
the date commenced until terminated in accordance with the letter
agreement. The base salary to be paid to Walker in future years is to be
determined annually by the Personnel Committee of SB-Bibb's board of
directors. The agreement calls for Walker's participation in the officers'
annual cash incentive bonus plan and various other fringe benefits.
On May 2, 1996, after approval of the SNB Bancshares, Inc., 1996
Incentive Stock Option Plan by our shareholders at the 1996 Annual
Meeting, Walker was granted incentive stock options to purchase up to
18,750 shares of SNB's Common Stock at a fair market value of $9.00 as
determined by our board at the date of the grant. Both the number of shares
and the purchase price have been adjusted to reflect subsequent stock
splits. The options vest at the rate of 20% per year until fully vested five
years after the grant date. Upon Walker's death or total disability, we are
committed to pay any accrued but unpaid base salary, and all options
granted as of the date of either death or total disability shall remain
exercisable. If Walker's employment is terminated "for cause" (as defined),
all payments and benefits under the letter agreement cease effective with
the termination of employment, and all options which have not vested are
forfeited. If we terminate Walker's employment without cause, he will
continue to receive base salary and insurance benefits for six months, and
vested options may be exercised within 30 days after the termination date.
Walker's letter agreement includes "change of control" provisions (as
defined), whereby, if a change in control occurs or is proposed within the
first six years of the agreement and Walker's employment is terminated
within one year of such change of control, Walker will be entitled to one year
of base salary, bonus compensation and insurance benefits, with all options
becoming immediately exercisable. The agreement includes certain one-
year restrictions on Walker concerning nondisclosure of proprietary
information, and covenants not to compete or solicit our customers or
employees.
There are no other compensatory plans, employment contracts or change in
control arrangements with any other executive officers of SNB or our
subsidiary banks which would result in any payments to said officers as a
result of resignation, retirement or any other termination of such individual's
employment with the Company or from a change in control of SNB or our
subsidiary banks.
STOCK OPTION PLAN
All share data and exercise prices have been adjusted to give effect to our
100% stock split as of June 1, 1996, and our 25% stock split as of
September 25, 1997.
In 1996, the board of directors adopted the
SNB Bancshares, Inc. 1996 Incentive Stock Option Plan, which was
approved by the shareholders on May 2, 1996. This plan is intended to
further the growth and development of the Company by encouraging our key
officers to obtain a proprietary interest in SNB by purchasing its stock.
When the 1996 plan was adopted, 81,250 shares of SNB stock were
reserved for issuance under the plan. The exercise price of each option is
determined by the SNB board of directors at the time of the grant, although
the exercise price for incentive stock options may not be less than 100% of
the fair market value of the SNB stock as of the date of the grant. In May
1996, the SNB board of directors granted options from the 1996 plan to
purchase 62,500 shares of SNB stock at the price of $9.00 to Mr. Walker
and four other officers. No grants were made from the 1996 plan during
1997 or 1998. As of December 31, 1999, these 62,500 option shares of
SNB stock were all outstanding. No options have been exercised to date. At
year-end, 50,000 of the option shares were vested and eligible to be
exercised. These options vest at twenty percent per year over a five-year
period, and are subject to an acceleration of vesting in the event of a
"change in control" of SNB.
In 1999, the board of directors adopted the SNB Bancshares, Inc. 1999
Incentive Stock Option Plan, which was approved by the shareholders on
April 29, 1999. When the 1999 plan was adopted, 125,000shares of SNB
8
<PAGE>
stock were reserved for issuance under the plan. The exercise price of each
option is determined by the SNB board of directors at the time of the grant,
although the exercise price for incentive stock options may not be less than
100% of the fair market value of the SNB stock as of the date of the grant.
In May 1999, the SNB board of directors granted options from the 1999 plan
to purchase 73,500 shares of SNB stock at the price of $18.50 to thirteen
officers within the Company. In September 1999, the SNB board of directors
also granted options from the 1999 plan to purchase 10,000 shares of SNB
stock at the price of $17.94 to Mr. Walker. As of December 31, 1999, these
83,500 option shares of SNB stock were all outstanding. None of the options
from the new 1999 plan are yet vested and eligible for exercise. All options
granted from the 1999 plan have similar five year vesting periods and
"change of control" acceleration clauses. No options have been exercised to
date from either plan. No options from either plan have been repriced during
the year.
The following table discloses option grants made to the named executive
officers during 1999.
OPTION / SAR GRANTS IN LAST FISCAL YEAR
Number of Percent of
Securities Total Options/
Underlying SARS Granted Exercise or
Options/SARs to Employees Base Price Expiration
Name Granted (#) in Fiscal Year ($ / Share) Date
- ----------- ------------- ------------- ------------- ----------
H. Averett
Walker 10,000 11.98% $17.94 9/16/09
Richard A.
Collinsworth 7,500 8.98% $18.50 5/20/09
The following table summarizes the aggregate number of options exercised
during 1999 by the SNB executive officers named in the Summary
Compensation Table, and the aggregated values of all options
held by each of them as of March 15, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Shares Number of Securities
Acquired Underlying Unexercised Value of Unexercised
on Value Options at Fiscal Year End In-the-Money Options
Exercise Realized (No.) at Fiscal Year End ($)(1)
Name (No.) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------
H. Averett
Walker 0 $0 11,250 17,500 $57,656 $38,438
Richard A.
Collins-
worth 0 $0 7,500 12,500 $38,438 $25,625
(1) This value is computed by subtracting the option exercise prices from
the market price of the SNB stock on December 31, 1999 and multiplying
that result by the applicable number of shares.
OTHER COMPENSATION AND BENEFIT PLANS
401(K) SAVINGS INCENTIVE AND PROFIT SHARING PLAN
9
<PAGE>
SB-Bibb has a 401(K) Savings Incentive and Profit Sharing Plan, which
became effective as of January 1, 1990. The plan combines features
whereby each participant may elect to defer certain portions of his salary
into the program and receive credit for certain matching amounts from the
Company and additionally to share in the accumulation of a profit sharing
pool funded by the Company. Any employee who was employed by SB-Bibb
on January 1, 1990 was eligible to participate in the plan at its inception.
Subsequently employed persons become eligible after completing one year
of service and attaining the age of 21. Effective January 1, 1999, the officers
and employees of SB-Houston began to participate in the plan under the
same terms as the SB-Bibb staff. The past service of the SB-Houston staff
was counted toward meeting their eligibility requirements for participation.
The Company's annual amount of expense for contribution to the plan is
calculated by first determining pre-tax adjusted operating earnings, defined
as annual pre-tax operating earnings, less capital gains, plus capital losses.
Our annual contribution is 10% of the pre-tax adjusted operating earnings,
not to exceed 15% of annual eligible participating salaries, or such other
maximum deductible amount as may be determined by Code Section 404 of
the Internal Revenue Code of 1986, as amended. For years through 1999,
total annual expense accrual has been allocated among elements of the
plan in the following manner:
401(K) EXPENSE:
The Company contributes an amount to the 401(K) Plan which,
when combined with employee salary deferrals, equals one half of
the 15% of annual participating salaries in the plan. Our 401(K)
contribution is allocated each year among the participants based on
the amount of each participating employee's elected salary deferral
as a percentage of total elected salary deferrals.
PROFIT SHARING EXPENSE:
The remaining one half of the 15% of annual participating salaries
goes to the Profit Sharing Plan. This profit sharing contribution is
allocated each year among the eligible employees' accounts in the
Profit Sharing Plan based on the amount of each participating
employee's salary as a percentage of eligible salaries.
CASH BONUS EXPENSE: For any given year, if the sum of total
annual contribution to the plan and the amount of total employee
401(K) salary deferral contributions equals more than 15% of
eligible participating salaries, then the amount in excess of 15% of
eligible participating salaries is distributed as a cash bonus. Each
participant shares in the cash bonus on a pro-rata basis according
to the percentage of each eligible employee's salary to total eligible
salaries. Employees who are not eligible to participate in the plan
do not participate in the cash bonus, if any.
At a meeting of the SNB board of directors on December 17, 1998, our
board empowered management to stop the practice of disbursing any
excess over the plan's 15% contribution limitations for any given year as a
pro-rata cash bonus back to the plan participants. This change took effect
on January 1, 1999. All other aspects of the plan are unchanged.
Based on these calculation methods, our total expense under the plan was
$203,796 in 1999, $204,906 in 1998 and $185,436 in 1997. As of December
31, 1999, 99 employees were eligible to participate and 94 of them had
chosen to participate in the plan. Executive officers Walker and Collinsworth
are among the participants in the plan. Directors are not eligible to
participate.
ANNUAL CASH INCENTIVE PLAN
All officers and full-time employees of SB-Bibb, except those on a separate
commission program, have participated in an Annual Cash Incentive Plan
since 1994. The plan is administered under the direction of the SB-Bibb
Personnel Committee. Under the plan, annual goals are established each
year based on performance factors such as earnings, asset quality, growth
and achievement of specific goals from the Company's strategic plan and
annual budget. Individual performance, separate from overall bank
performance, can affect bonus amounts according to pre-established goals
10
<PAGE>
for each participant. Executive officers have the opportunity to earn up to
40% of their base salaries. Non-executive officers participate in the plan up
to maximums of from 20% to 30% of base salaries per scales set
commensurate with position and responsibility. Full-time employees
participate in the plan up to a maximum of 10% of base salaries based on
the attainment of several overall profitability goals.
Effective January 1, 1999, SB-Houston introduced an Annual Cash
Incentive Plan under the administrative direction of its board of directors.
Performance scales and bonus potentials are set in a manner similar to
those at SB-Bibb.
Annual expense for the plan at SB-Bibb amounted to $232,951 in 1999,
$175,603 in 1998 and $144,163 in 1997. Annual expense for the plan at SB-
Houston amounted to $99,384 in 1999.
TRANSACTIONS WITH THE COMPANY
LOANS. SNB's bank subsidiaries have loans outstanding to certain
members of SNB's directors, executive officers and principal shareholders,
together with their immediate family members and the companies
associated with them. In our opinion, these loans were made in the ordinary
course of business, were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with persons not affiliated with SNB or our subsidiary banks,
and did not involve more than the normal risk of collectibility or present other
unfavorable features.
The aggregate balance of loans to this group was $8,670,807, or 31.6% of
equity capital, as of December 31, 1999. The high aggregate indebtedness
of this group for the year was also at December 31, 1999. The aggregate
balance of loans as of December 31, 1998 was $5,958,016, or 23.2% of
equity capital. The high aggregate indebtedness of this group for the year
1998 was $7,189,805 on October 31, 1998, or 27.7% of equity capital at that
time. No debt to any single individual and related interests exceeded 10% of
our equity capital at any time during 1999 or 1998. SNB's two subsidiary
banks expect to have similar banking transactions in the future in the
ordinary course of business with our directors, executive officers, principal
stockholders and their related interests.
OTHER TRANSACTIONS. During 1999, SB-Houston contracted with Chris R.
Sheridan & Company, of which SB-Bibb County director Chris R. Sheridan
is a principal, for the construction of a branch located at 119 Houston Lake
Road in Warner Robins, Georgia. Chris R. Sheridan & Company was the
successful bidder and was awarded the contract at the price of $649,400.
The branch will be managed as an office of SB-Houston. The architectural
firm employed by SB-Houston reviewed the contract with Chris R. Sheridan
& Company to confirm the reasonableness of the price.
During 1998, SB-Bibb contracted with Chris R. Sheridan & Company for the
construction of a branch located at 4315 Hartley Bridge Road in Macon,
Georgia. The total compensation paid to Chris R. Sheridan & Company was
$583,686. Chris R. Sheridan & Company subcontracted a portion of the
work to Whiteway Development Corporation, of which SNB and SB-Bibb
director Alford C. Bridges is a principal. Whiteway Development Corporation
was paid $96,790 pursuant to that subcontract. The architectural firm
employed by SB-Bibb reviewed the contract with Chris R. Sheridan &
Company to confirm the reasonableness of the price.
Other than these transactions, during the last two years there were no
transactions with SNB or any of our subsidiaries in which the amount
involved exceeded $60,000 and in which any of our directors or executive
officers, any nominee for election as a director, any principal stockholder, or
any member of the immediate family of any of them had a direct or indirect
material interest.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
certain officers and persons who own more than ten percent of our stock to
file with the Securities and Exchange Commission reports of ownership and
changes in ownership of the Common Stock of SNB held by such persons on
11
<PAGE>
such persons on Forms 3, 4 and 5. These persons are also required to
furnish us with copies of all forms they file under this regulation.
To our knowledge, based solely on our review of copies of such forms
received by us, and certain written representations from reporting persons
that no other reports were required, we believe that during the year ended
December 31, 1999, all Section 16(a) filing requirements applicable to our
directors, officers and greater than ten percent beneficial owners were met
on a timely basis with the following exceptions.
Directors Griffith and Ham filed one Form 4 late reporting one transaction
each. Director Stalnaker filed one Form 4 late reporting two transactions,
director Beckham filed one Form 4 late with four transactions reported, and
director Larry Walker filed one Form 4 late reporting seven transactions.
INDEPENDENT ACCOUNTANTS
The board of directors of SNB has appointed the firm of McNair, McLemore,
Middlebrooks & Co., LLP, Macon, Georgia, to continue as independent
accountants of SNB and its subsidiaries for the year ending December 31,
2000. McNair, McLemore, Middlebrooks & Co., LLP has served as
independent accountants since our inception and we consider them to be
well qualified. Representatives of that firm will be present at the Annual
Meeting. They will be available to answer your questions at that time.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
We must receive shareholder proposals intended for presentment at our
2001 Annual Meeting of Shareholders by no later than November 29, 2000
in order to be included in our proxy statement and related proxy materials
for that meeting. Any notice of a shareholder proposal not received by us on
or before February 12, 2001 will not be considered timely and will not be
submitted to shareholders at the 2001 Annual Meeting.
OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING
Our board of directors knows of no matters other than those referred to in
the accompanying Notice of the Annual Meeting of Shareholders that may
properly come before the Annual Meeting. However, if any other matter
should be properly presented for consideration and voting at the Annual
Meeting or any adjournments thereof, it is the intention of the persons
named as proxies on the enclosed form of proxy card to vote the shares
represented by all valid proxy cards in accordance with their judgment of
what is in the best interest of SNB.
ANNUAL REPORT
A copy of our 1999 Annual Report, which contains audited financial
statements and footnote disclosures, is being mailed to each shareholder of
record together with these proxy materials. The 1999 Annual Report is not a
part of our soliciting materials.
UPON WRITTEN REQUEST, A COPY OF OUR MOST RECENT ANNUAL
REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL
STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SHALL
BE FURNISHED TO SHAREHOLDERS WITHOUT CHARGE. PLEASE
DIRECT YOUR WRITTEN REQUEST TO: MICHAEL T. O'DILLON, SNB
BANCSHARES, INC., P. O. BOX 4748, MACON, GEORGIA 31208.
12
<PAGE>
