<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
GREATER ROME 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 Filing 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:
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Notes:
<PAGE>
GREATER ROME BANCSHARES, INC.
1490 Martha Berry Boulevard
Post Office Box 5271
Rome, Georgia 30162-5271
706/295-9300
Fax Number 706/295-2580
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 15, 1997
To the Shareholders of Greater Rome Bancshares, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Greater Rome
Bancshares, Inc. (the "Company") will be on Thursday, May 15, 1997, at
4:00 p.m. at the Holiday Inn, Highway 411 East, Rome, Georgia for the following
purposes:
(a) To elect eleven directors to the Board of Directors to serve terms
until the next annual meeting or until their successors are qualified
and elected;
(b) To approve the action of the Board of Directors of the Company under
which options are to be granted to the non-employee directors to
purchase common stock in the Company; and
(c) To consider such other matters as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on March 31, 1997
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
All shareholders are requested to mark, date, sign, and return the enclosed form
of proxy as soon as possible in the enclosed postage paid reply envelope. If
you attend the meeting and wish to revoke a proxy that you had previously
returned, you may do so at any time before the proxy is exercised.
By Order of the Board of Directors,
Robert L. Berry
Secretary
April 16, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING.
<PAGE>
GREATER ROME BANCSHARES, INC.
1490 Martha Berry Boulevard
Post Office Box 5271
Rome, Georgia 30162-5271
---------------------------------------
PROXY STATEMENT FOR 1997 ANNUAL MEETING
TO BE HELD MAY 15, 1997
---------------------------------------
VOTING, REVOCABILITY OF PROXY APPOINTMENTS AND SOLICITATION
-----------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Greater Rome Bancshares, Inc. (the "Company") for
use at the Annual Meeting of Shareholders to be held on Thursday, May 15,
1997, and at any adjournments thereof. In addition to this solicitation by
mail, the officers and employees of the Company and its wholly-owned subsidiary,
Greater Rome Bank (the "Bank"), without additional compensation, may solicit
proxies in favor of the proposals, if deemed necessary, by personal contact,
letter, telephone or other means of communication. Brokers, nominees and other
custodians and fiduciaries will be requested to forward proxy solicitation
material to the beneficial owners of the shares, where appropriate, and the
Company will reimburse them for their reasonable expenses incurred in connection
with such transmittals. The Company will bear the costs of solicitation of
proxies for the Annual Meeting.
This Proxy Statement and the form of proxy are first being mailed to
shareholders on or about April 16, 1997. If the enclosed form of proxy is
properly executed, returned, and not revoked, it will be voted in accordance
with the specifications made by the shareholder. If the form of proxy is signed
and returned but specifications are not made, the proxy will be voted FOR the
proposals described on the form of proxy.
Shareholders who sign proxies have the right to revoke them at any time before
they are voted by delivering to Robert L. Berry, Secretary of the Company, at
the main office of the Company, either an instrument revoking the proxy or a
duly executed proxy bearing a later date or by attending the meeting and voting
in person.
The close of business on March 31, 1997, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting. As of the close of business on the record date, the authorized
capital stock of the Company consisted of (a) 10,000,000 shares of
common stock, $.01 par value (the "Common Stock"), with 700,000 shares
issued and outstanding and (b) 100,000 shares of a special class of
stock, $1.00 par value per share ("Special Stock") with no shares issued and
outstanding. Each issued and outstanding share of Common Stock is entitled to
one vote.
Directors are elected by a plurality of shares present in person or by proxy and
entitled to vote. Only those votes actually cast will be counted for the
purpose of determining whether a particular nominee received sufficient votes to
be elected. Accordingly, any abstentions and broker non-votes will not be
included in vote totals and will not be considered in determining the outcome of
the vote.
Approval of any other matter that may properly come before the Annual Meeting
requires the affirmative vote of a majority of shares of Common Stock present in
person or by proxy and entitled to vote on such matter. Abstentions will be
1
<PAGE>
counted in determining the minimum number of votes required for approval and
will, therefore, have the effect of negative votes. Broker non-votes will not
be counted as votes for or against approval of any other matter properly brought
before the Annual Meeting.
ELECTION OF DIRECTORS
---------------------
The Board of Directors has nominated the eleven persons named below to serve as
directors of the Company. All of the nominees are currently directors of the
Company and the Bank. The following table sets forth certain information with
respect to the directors, nominees, and executive officers of the Company and
the Bank.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE ELEVEN
NOMINEES NAMED BELOW.
<TABLE>
<CAPTION>
Director
Name Age Since Position with Company/Bank (a)
- ---- --- -------- -------------------
<S> <C> <C> <C>
Robert L. Berry 49 1995 Director, Secretary of the Company
Thomas D. Caldwell, III 58 1995 Chairman, President and Chief
Executive Officer
Gene G. Davidson, M.D. 53 1995 Director
Henry Haskell Perry 59 1995 Director
Bradford Lee Riddle 58 1995 Vice-Chairman and Director
M. Wayne Robinson 41 1995 Director
Dale G. Smith 34 1995 Director
Paul E. Smith 68 1995 Director
W. Fred Talley 51 1995 Director
Martha B. Walstad 45 1995 Director
Frank A. Brown, Jr. 48 1996 Director
</TABLE>
(a) Unless otherwise noted, the positions are with both the Company and the
Bank.
Biographical information concerning the directors and executive officers of the
Company and the Bank is set forth below.
Robert L. Berry, a Director of the Company and the Bank since inception, is a
resident of Rome, Georgia, and has been a partner with the law firm of Brinson,
Askew, Berry, Seigler, Richardson and Davis for more than the past twenty years.
Thomas D. Caldwell, III, a Director and the Chief Executive Officer and
President of the Company and Bank since inception, is a life long resident of
Rome, Georgia and a veteran businessman with over thirty years of experience in
the Rome area. From December 1987 until May 1994, Mr. Caldwell was employed as
Vice President and Senior Credit Officer at the Georgia State Bank of Rome.
Prior to his time with the Georgia State Bank, Mr. Caldwell was co-owner of
Caldwell-Marlin Company, a company specializing in originating and servicing
lease receivables for banks in north Georgia and south central Tennessee. Mr.
Caldwell also served as Assistant Vice President and Mortgage Loan Officer for
nine years for National City Bank of Rome.
Gene G. Davidson, M.D., a Director of the Company and Bank since inception, is a
practicing physician and has lived in Rome since 1976. For more than the past
six years he has been President of the Northwest Georgia Internal Medicine
2
<PAGE>
Practice Group in Rome, Georgia. Dr. Davidson is on the Board of Trustees of
the Redmond Regional Medical Center Hospital and is on the Board of Directors of
IDK Technologies, Inc. of New Orleans, Louisiana.
Henry Haskell Perry, a Director of the Company and Bank since inception, is a
life long resident of Rome, Georgia and has owned and operated a commercial and
residential heating and air contracting business, North Georgia Equipment
Company, Inc., since 1970.
Bradford Lee Riddle, a Director of the Company and the Bank since inception, was
born in Rome and has been associated with Riddle Office Products since 1963.
Mr. Riddle currently serves as President and Chief Executive Officer of Riddle
Office Products in Rome. He also serves as either an officer or director of
office supply companies in Canton, Carrollton, Calhoun, and Griffin, Georgia, as
well as Fort Payne and Birmingham, Alabama. Additionally, Mr. Riddle serves as
President of Eastbridge Gallery, a home furniture store in Rome.
M. Wayne Robinson, a Director of the Company and Bank since inception, is a
life-long resident of Rome, Georgia. He is the owner and President of M. Wayne
Robinson Builder/Developer, Inc. which was established in 1979 for the building
and developing of residential and commercial properties.
Dale G. Smith, a Director of the Company and the Bank since inception, a
resident of Rome since 1980 and was a director and the President of UNIGLOBE
Preferred Travel, Inc., a travel agency located in Rome, Georgia from 1986 until
November 1994. Since November 1994, Mr. Smith has managed his personal
investments.
Paul E. Smith, a Director of the Company and Bank since inception, is a graduate
of Berry College and a resident of the Rome community for over fifty years. He
has served as the representative for District 12 in the Georgia Legislature
since 1985. Additionally, Mr. Smith owns North Georgia Turf Grasses and serves
as Secretary of the Floyd County Farm Bureau.
W. Fred Talley, a Director of the Company and Bank since inception, has been a
resident of Rome, Georgia for over thirty years. He is a Georgia licensed
funeral director and served as the Floyd County Coroner for 25 years. Mr.
Talley is President and Founder of Fred Talley's Parkview Chapel Funeral Home
which he established in 1989.
Martha Berry Walstad, a Director of the Company and the Bank since inception, is
a life-long resident of Rome, Georgia. Ms. Walstad joined her family's
business, Rome Machinery & Foundry Co., Inc., in 1978 where she served as
Executive Vice President and National Sales Manager until 1992. Since 1992, Ms.
Walstad has been a licensed real estate agent involved in development and
management of land and rental properties in Blue Ridge, Georgia and Rome,
Georgia.
Frank A. Brown, Jr., a Director of the Company and the Bank since March 14, 1996
is a life-long resident of Rome. Mr. Brown has been employed by Cooper, Brown &
Currie Insurance Co. since 1972 and currently serves as its President.
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to executive
officers of the Bank who are not listed above.
<TABLE>
<CAPTION>
Officer
Name Age Since Position with Bank
- ---- --- -------- ------------------
<S> <C> <C> <C>
E. Grey Winstead, III 43 1995 Chief Financial Officer and
Secretary of the Bank
John W. Branam 44 1996 Senior Loan Officer of the Bank
</TABLE>
3
<PAGE>
E. Grey Winstead, III, the Chief Financial Officer and Corporate Secretary of
the Bank since inception, is a resident of Summerville, Georgia. Mr. Winstead
has been the chief financial officer of several community banks in metropolitan
Atlanta since 1981, after three years of public accounting with Deloitte &
Touche (formerly Deloitte Haskins & Sells) in Atlanta. He is a licensed
certified public accountant, a member of the American Institute of Certified
Public Accountants and a member of the Georgia Society of Certified Public
Accountants.
John W. Branam, the Senior Loan Officer of the Bank since July 15, 1996, has
been a resident of Rome since 1989. His career in banking dates back to 1976
and has included all aspects of community bank lending and administration. Mr.
Branam was Vice-President of Consumer Banking at Home Federal Savings Bank of
Rome, prior to its acquisition by First Union, and was the President of the Bank
of Adairsville prior to joining the Bank. His community involvement in Rome has
included being President of the Armuchee Optimist Club, Director of the
Rome/Floyd County Chapter of the American Red Cross, graduate of the 1995
Leadership Rome Class XII, and member of the Rome/Floyd County Chamber of
Commerce.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") requires the Company's directors and executive officers and persons who
own beneficially more than 10% of the Company's outstanding stock to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in their ownership of the Company's Common Stock.
Directors, executive officers and greater than 10% shareholders are required by
SEC regulations to furnish the Company with copies of all such forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company, during the fiscal year ended December 31,
1996, its directors, executive officers and greater than 10% shareholders
complied with all applicable Section 16(a) filing requirements.
EXECUTIVE COMPENSATION
----------------------
The following table provides certain summary information concerning compensation
paid or accrued by the Company and the Bank to the President and Chief Executive
Officer for the years ended December 31, 1996, 1995 and 1994. None of the
Company's or Bank's other executive officers earned over $100,000 in salary and
bonus during the year ended December 31, 1996.
Summary Compensation Table/(1)/
-------------------------------
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- -----------------------
Other Annual Securities Underlying
Name and Principal Position Year Salary Compensation Options/SAR's (#)
- --------------------------- ---- ------- --------------- ------------------------
<S> <C> <C> <C> <C>
Thomas D. Caldwell, III 1996 $67,625 /(2)/ 25,000
President and Chief 1995 $50,000 $6,740/(3)/
Executive Officer 1994 $27,077 $4,997/(4)/
</TABLE>
(1) The Company has not paid bonuses to executive officers nor awarded any
restricted stock or long-term incentives other than stock options.
Accordingly, columns relating to bonuses and such awards have been omitted.
(2) Information with respect to certain perquisites and other personal benefits
has been omitted because the aggregate value of such items does not meet
the minimum amount required for disclosure under SEC regulations. The
Company has not paid any bonuses to executive officers, therefore columns
relating to such compensation have been omitted.
4
<PAGE>
(3) This amount includes $5,000 in car allowance and $1,740 in club dues.
(4) This amount includes $3,805 in car allowance and $1,192 in club dues.
STOCK OPTION PLAN
At the 1996 annual shareholders meeting, the shareholders of the Company adopted
the Company's 1996 Stock Incentive Plan (the "Plan") pursuant to which officers
and key employees of the Company and the Bank may be granted a variety of forms
of equity-based compensation including incentive stock options, non-qualified
stock options, stock appreciation rights, dividend equivalent rights,
performance unit awards, phantom share awards and stock awards, subject to the
rules set forth in the Plan. This Plan is designed to provide the Company and
the Bank with the flexibility to structure appropriate incentives to attract and
retain officers and key employees. The number of shares of the Company's
Common Stock authorized to be issued pursuant to the Plan is 105,000. Exercise
of these awards could have a dilutive effect on the shareholders' interest in
the Company's earnings and book value.
The following table sets forth information regarding the grant of stock options
to the Company's Chief Executive Officer during 1996. The options vested 20%
on January 2, 1997 and the remainder will vest 20% per year on January 2 of each
year, until fully vested.
Option Grants in Last Fiscal Year
---------------------------------
<TABLE>
<CAPTION>
Number of Percent of Total Options
Underlying Securities Granted to Employees in Exercise Price Expiration
Name Options Granted Fiscal Year ($/share) Date
---- -------------------------- ------------------------ -------------- ----------
<S> <C> <C> <C> <C>
Thomas D. Caldwell, III 25,000 39.7% $10.00 1/2/2007
</TABLE>
The following table contains information, with respect to the Company's Chief
Executive Officer, concerning unexercised options held as of December 31, 1996.
No options were exercised in the last fiscal year.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
--------------------------------------------------------------------------
Values
------
<TABLE>
<CAPTION>
Number of Unexercised Options at Value of Unexercised In-the-Money
Fiscal Year End Options at Fiscal Year End
-------------------------------- ----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------------- ----------- -------------
<S> <C> <C> <C> <C>
Thomas D. Caldwell, III 5,000 20,000 $0.00 $0.00
</TABLE>
DIRECTOR COMPENSATION
The Company and the Bank will not pay directors' fees in the initial years of
operation. As a condition to the DBF's approval of the Bank's charter
application and the Company's application to become a bank holding company, the
DBF has required that no directors' fees be paid until the Bank has earned a
cumulative profit.
EMPLOYMENT AGREEMENTS
On January 3, 1995, Thomas D. Caldwell, III the President and Chief Executive
Officer of the Company and the President and Chief Executive Officer of the Bank
entered into an employment agreement with the Company (the "Employment
Agreement"). The following is a summary of the material terms of the Employment
Agreement. Mr. Caldwell's employment is to continue for an indefinite term.
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<PAGE>
The Employment Agreement is terminable by either the Company or Mr. Caldwell
with sixty days prior notice to the other party. In addition, the Company may
immediately terminate Mr. Caldwell's employment under certain circumstances.
The Employment Agreement provides for a base salary of $70,000 with bonuses in
such amounts and in such form as the Executive Committee of the Company's Board
of Directors shall determine. Pursuant to the Employment Agreement, the Company
pays Mr. Caldwell a $500 monthly car allowance and certain of his health
insurance premiums and club dues. The Company also provides him with such other
benefits that it may provide to its other officers and/or employees in such form
and amount as the Company's Board of Directors may determine.
The Employment Agreement also provides that Mr. Caldwell shall not disclose
certain confidential information during the period of his employment with the
Company and for a five year period following the termination of his employment.
Pursuant to the Employment Agreement, Mr. Caldwell may not compete with the
Company or the Bank by accepting employment with another banking institution
located within Floyd County, Georgia for a 24-month period following the
termination of his employment with the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following table sets forth as of the date of this report, certain
information regarding the beneficial ownership of Common Stock by (i) each
person known by the Company to be a beneficial owner of more than five percent
(5%) of the outstanding shares of Common Stock, (ii) each director and named
executive officer and (iii) all directors and executive officers of the Company
and the Bank as a group:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME OF BENEFICIAL SHARES BENEFICIALLY COMMON STOCK
OWNER /(1)/ OWNED BENEFICIALLY OWNED
- ---------------------------------------- ------------------- -------------------
<S> <C> <C>
Robert L. Berry /(2), (5)/ 18,875 2.70%
Frank A. Brown, Jr /(2)/ 15,000 2.14%
Thomas D. Caldwell, III /(3)/ 30,000 4.26%
Gene G. Davidson, M.D /(2), (6)/ 29,752 4.25%
Henry Haskell Perry /(2), (7)/ 11,000 1.57%
Bradford Lee Riddle /(2), (8)/ 11,000 1.57%
M. Wayne Robinson /(2), (9)/ 22,835 3.26%
Dale G. Smith /(2)/ 12,000 1.71%
Paul E. Smith /(2)/ 25,800 3.69%
W. Fred Talley /(2), (10)/ 20,600 2.94%
Martha B. Walstad /(2), (11)/ 15,000 2.14%
All directors and executive officers as
a group (13 persons) /(4)/ 216,562 30.59%
- -------------------
</TABLE>
(1) Unless otherwise noted, the Company believes that all persons named
in the table have sole voting and investment power with respect to all
shares of Common Stock beneficially owned by them. Under the rules of
the Securities and Exchange Commission, a person is deemed to be a
"beneficial owner" of securities if he or she has or shares the power to
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<PAGE>
vote or direct the voting of such securities or the power to dispose or
direct the disposition of such securities. A person is also deemed to be
a beneficial owner of any securities of which that person has the right
to acquire beneficial ownership within 60 days. More than one person may
be deemed to be a beneficial owner of the same securities.
(2) Excludes the vested portion (700 shares) of stock options granted to
non-employee directors, which vested on January 9, 1997, subject to
receipt of shareholder approval and which are to be voted upon at the
1997 annual meeting.
(3) Includes the vested portion (5,000 shares) of stock options granted
in 1996 under the 1996 Stock Incentive Plan, which vested 20% on January
2, 1997.
(4) Includes the vested portion (8,000 shares) of stock options granted
in 1996 to executive officers under the 1996 Stock Incentive Plan but
excludes the vested portion (7,000 shares) of stock options granted in
January 1997 to non-employee directors, subject to receipt of shareholder
approval at the 1997 annual meeting.
(5) Includes (a) 5,000 shares owned by BAB Real Estate, a real estate
investment partnership, of which Mr. Berry is a partner with 12.5%
ownership interest, and as to which voting and investment powers are
shared by the partners, and (b) 1,000 shares owned by his children and
500 shares owned by his wife, as to which voting and investment powers
are shared.
(6) Includes 3,675 shares owned by his wife, as to which voting and
investment powers are shared.
(7) Includes 400 shares held in trust for minors by his wife, as to
which voting and investment powers are shared, and 600 shares held in
North Georgia Equipment Co., Inc. Profit Sharing Plan.
(8) Includes 1,000 shares owned by his wife, as to which voting and
investment powers are shared.
(9) Includes 400 shares held in trust for minors by his wife, as to
which voting and investment powers are shared, and 2,371 shares owned by
his wife, as to which voting and investment powers are shared.
(10) Includes 600 shares owned by his wife, as to which voting and
investment powers are shared.
(11) Includes 5,000 shares owned by her husband, as to which voting and
investment powers are shared.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The Company and the Bank have banking and other business transactions in the
ordinary course of business with directors and officers of the Company and the
Bank and their affiliates, including members of their families, corporations,
partnerships or other organizations in which such directors and officers have a
controlling interest, on substantially the same terms (including price, interest
rate and collateral) as those prevailing at the same time for comparable
transactions with unrelated parties. In the opinion of management, such
transactions do not involve more than the normal risk of collectability nor
present other unfavorable features to the Company or the Bank. During 1996,
business transactions greater than $60,000 with directors and executive officers
or their related interests were as follows:
During 1996, the Bank purchased office supplies, furniture and equipment from
Riddle Office Products (the trade name of Riddle, Inc., an office products
supply company, owned and operated by Bradford Lee Riddle), in the total
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<PAGE>
amount of $77,003. Competitive bids were obtained on $46,721 of this amount for
the purchase of furniture to be used primarily in the operations area of the new
bank building. While the new building was being constructed, the Bank was
operated from temporary facilities. The Bank obtained favorable lease terms
from Riddle Office Products on office furniture used in the temporary facilities
and paid a total of $16,578 on these leases in 1996. The remaining $13,703 was
for office supplies. The Bank shops prices on major supply items to make sure
that pricing obtained from Riddle Office Products are competitive.
STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS
---------------------------------------
On January 9, 1997, the Board of Directors of the Company granted options to
purchase shares of Common Stock to the non-employee directors of the Company and
the Bank subject to approval by shareholders at the 1997 Annual Meeting
(collectively, the "Options"). Each of the ten non-employee directors was
awarded an Option to purchase 3,500 shares at $10.00 per share. The full text
of the form of option award is set forth in Appendix A to this Proxy Statement.
The Board of Directors of the Company considered a number of issues before
granting the Options. In connection with the opening of the new Bank, the Board
agreed not to pay director fees until the Bank was cumulatively profitable. The
non-employee directors have contributed considerable efforts in establishing the
Bank and making it operational and have assumed potential personal liability in
their capacities as directors of a new bank and holding company. The Options
provide a compensatory opportunity which should serve to align further the
interests of these directors with the interests of shareholders by encouraging
actions that over the long term will enhance shareholder value. In addition,
this type of opportunity should provide the Bank and Company with a means of
retaining the present group of non-employee directors and receiving the benefit
of their future efforts. After granting these awards, no director's beneficial
ownership exceeds 5.0% of the total outstanding shares.
While the Board of Directors of the Company had the authority to grant the
Options without shareholder approval, the directors did not want to take such
action without shareholder knowledge and approval.
The Board of Directors of the Company has reserved a total of 35,000 shares of
Common Stock for issuance of the Options, subject to adjustment as provided
therein. The Board of Directors seeks shareholder approval of the Options and
if shareholder approval is not obtained, then the Options will be deemed null
and void.
The following description of the Options is qualified in its entirety by
reference to the applicable provisions of the form of option award which is set
forth in Appendix A to this Proxy Statement.
TERMS OF THE OPTIONS
ELIGIBILITY. The Options have been granted only to those ten non-employee
directors of the Bank and Company serving as such on January 9, 1997.
OPTION TERMS. Each Option provides a right to purchase up to 3,500 shares of
Common Stock at a per share purchase price of $10.00. Each Option vests in 20%
annual increments commencing with the date of grant, although the Options would
become fully vested in the event of a change in control (as defined in the form
of stock option award).
PAYMENT. The purchase price must be paid in the form of cash, certified check
or with previously owned shares of Common Stock or through a cashless exercise
with a broker.
TRANSFERABILITY. The Options are nontransferable except by will or the laws of
descent and distribution and are generally exercisable only by the optionee
during his or her lifetime.
8
<PAGE>
EXPIRATION OF OPTIONS. Each Option is for a term of ten years, subject to
earlier termination if the optionee ceases to serve upon the Board of Directors
of the Company or the Bank or in the event of certain changes in control.
CERTAIN REORGANIZATIONS. The number of shares of Common Stock reserved for
issuance under the Options, together with the option exercise price, are subject
to adjustment in the event of subdivisions or combinations of shares of Common
Stock, stock dividends, mergers, consolidations, reorganizations, extraordinary
dividends or similar events.
In the event of certain changes in control of the Company, as defined in the
form of option award, the Company has the right, upon notice to an optionee of
an outstanding and unexercised Option, to cash-out all or any portion of the
unexercised portion of the option.
AMENDMENT. An Option can not be amended without the approval of both the
Company and the optionee.
BENEFITS TABLE
The following summary information concerning the benefits to be provided under
the Options is set forth in a tabular format for convenience of review:
GREATER ROME BANCSHARES, INC. OPTIONS
<TABLE>
<CAPTION>
Name and Position Number of Option Shares
- ----------------- -----------------------
<S> <C>
Thomas D. Caldwell, III 0
Executive Group 0
Non-Executive Director Group 35,000
Non-Executive Officer Employee Group 0
</TABLE>
TAX CONSEQUENCES
The following discussion outlines generally the federal income tax consequences
of the Option grants. Individual circumstances may vary and each optionee
should rely on his or her own tax counsel for advice regarding federal income
tax treatment under the Options.
An optionee will not recognize income upon the grant of an Option or at any time
prior to the exercise of the Option or a portion thereof. At the time the
optionee exercises an Option or portion thereof, he or she will recognize
compensation taxable as ordinary income in an amount equal to the excess of the
fair market value of the Common Stock on the date the Option is exercised over
the price paid for the Common Stock, and the Company will then be entitled to a
corresponding deduction.
Depending upon the period shares of Common Stock are held after exercise, the
sale or other taxable disposition of shares acquired through the exercise of an
Option generally will result in a short- or long- term capital gain or loss
equal to the difference between the amount realized on such disposition and the
fair market value of such shares when the Option was exercised.
9
<PAGE>
Special rules apply to an optionee who exercises an Option by paying the
exercise price, in whole or in part, by the transfer of previously owned shares
of Common Stock to the Company.
SHAREHOLDER APPROVAL
Approval of the Options requires the affirmative vote of the holders of at least
a majority of the outstanding shares of Common Stock of the Company present, or
represented and entitled to vote, at the 1997 Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE APPROVAL OF THE OPTIONS.
OTHER MATTERS
-------------
The Board of Directors of the Company knows of no other matters that may be
brought before the meeting. If, however, any matter other than the election of
directorsand approval of the stock options awarded to non-employee
directors, or matters incidental thereto, should properly come before the
meeting, votes will be cast pursuant to the proxies in accordance with the best
judgment of the proxyholders.
If you cannot be present at the meeting in person, you are requested to
complete, sign, date, and return the enclosed proxy promptly. An envelope has
been provided for that purpose. No postage is required if mailed in the United
States.
ACCOUNTING MATTERS
------------------
Porter Keadle Moore, LLP, independent public accountants, audited the financial
statements of the Company and the Bank for the year ended December 31, 1996. A
representative of Porter Keadle Moore, LLP, is expected to be present at the
annual meeting to respond to appropriate questions and to make a statement, if
the representative desires to do so.
April 16, 1997
10
<PAGE>
APPENDIX A
FORM OF STOCK OPTION AWARD TO NON-EMPLOYEE DIRECTORS
<PAGE>
GREATER ROME BANCSHARES, INC.
NON-QUALIFIED STOCK OPTION AWARD
THIS AWARD is made as of the Grant Date by GREATER ROME BANCSHARES, INC.
(the "Company") to ____________________________________ (the "Optionee").
Upon and subject to the Terms and Conditions attached hereto and
incorporated herein by reference, the Company hereby awards as of the Grant Date
to Optionee a non-qualified stock option (the "Option"), as described below, to
purchase the Option Shares.
A. Grant Date: ____________________.
B. Type of Option: Non-Qualified Stock Option.
C. Option Shares: All or any part of 3,500 shares of the Company's
common stock, $.01 par value per share (the "Common Stock"), subject
to adjustment as provided in the attached Terms and Conditions.
D. Exercise Price: $ 10.00 per share, subject to adjustment as provided
in the attached Terms and Conditions.
E. Option Period: The Option may be exercised only during the Option
Period which commences on the Grant Date and ends on the earliest of
(a) the tenth (10th) anniversary of the Grant Date; (b) the later of
the date (i) 30 days following the date the Optionee ceases to be a
director of the Company or any subsidiary for any reason other than
retirement at age 65, death or permanent and total disability or (ii)
nine months following the date the Optionee ceases to be a director of
the Company or any subsidiary due to retirement at age 65, death or
permanent and total disability; or (c) the date of any cash-out of the
Option, as contemplated by Section 6(b) of the attached Terms and
Conditions; provided that the Option may be exercised as to no more
than the vested Option Shares, determined pursuant to the Vesting
Schedule. Note that other limitations to exercising the Option, as
described in the attached Terms and Conditions, may apply.
F. Vesting Schedule: The Option Shares shall become vested in accordance
with the attached Vesting Schedule. All or a portion of the Option
Shares may become vested on an earlier date as provided in the
attached Terms and Conditions.
IN WITNESS WHEREOF, the Company has executed and sealed this Award as of
the Grant Date set forth above.
GREATER ROME BANCSHARES, INC.
By:
------------------------------
Title:
---------------------------
1
<PAGE>
TERMS AND CONDITIONS
TO THE
GREATER ROME BANCSHARES, INC.
NON-QUALIFIED STOCK OPTION AWARD
1. Exercise of Option. Subject to the provisions provided herein or in the
------------------
Award:
(a) the Option may be exercised with respect to all or any portion of
the vested Option Shares at any time during the Option Period by the
delivery to the Company, at its principal place of business, of a written
notice of exercise in substantially the form attached hereto as Exhibit 1,
which shall be actually delivered to the Company no earlier than thirty (30)
days and no later than ten (10) days prior to the date upon which Optionee
desires to exercise all or any portion of the Option; and
(b) payment to the Company of the Exercise Price multiplied by the
number of Option Shares being purchased (the "Purchase Price") as provided
in Section 2.
Upon acceptance of such notice and receipt of payment in full of the Purchase
Price, the Company shall cause to be issued a certificate representing the
Option Shares purchased.
2. Purchase Price. Payment of the Purchase Price for all Option Shares
--------------
purchased pursuant to the exercise of an Option shall be made in cash or
certified check or, alternatively, as follows:
(a) by delivery to the Company of a number of shares of Common Stock
which have been owned by the Optionee for at least six (6) months prior to
the date of the Option's exercise having a fair market value on the date of
exercise either equal to the Purchase Price or in combination with cash or a
certified check to equal the Purchase Price; or
(b) if the Common Stock is then traded by brokers, whether on a national
securities exchange or otherwise, by receipt of the Purchase Price in cash
from a broker, dealer or other "creditor" as defined by Regulation T issued
by the Board of Governors of the Federal Reserve System following delivery
by the Optionee to the Board of Directors of the Company of instructions in
a form acceptable to the Board of Directors of the Company regarding
delivery to such broker, dealer or other creditor of that number of Option
Shares with respect to which the Option is exercised.
3. Vested Option Shares. The Option Shares shall become vested in the
--------------------
manner provided in the Vesting Schedule attached hereto; provided, however, that
all Option Shares shall become vested no later than ten (10) days prior to the
effective date of a Change in Control (as defined in the Greater Rome
Bancshares, Inc. 1996 Stock Incentive Plan and as the same may be amended from
time to time hereafter), or any earlier date specified by the Board of Directors
of the Company in writing to the Optionee subsequent to or contemporaneously
with a determination by the Board of Directors of the
2
<PAGE>
Company that a Change in Control is imminent.
4. Rights as Shareholder. Until the stock certificates reflecting the
---------------------
Option Shares accruing to the Optionee upon exercise of the Option are issued to
the Optionee, the Optionee shall have no rights as a shareholder with respect to
such Option Shares. The Company shall make no adjustment for any dividends or
distributions or other rights on or with respect to Option Shares for which the
record date is prior to the issuance of that stock certificate, except as
otherwise provided herein.
5. Restriction on Transfer of Option and of Option Shares. The Option
------------------------------------------------------
evidenced hereby is nontransferable other than by will or the laws of descent
and distribution and shall be exercisable during the lifetime of the Optionee
only by the Optionee (or in the event of his disability, by his personal
representative) and after his death, only by his legatee or the executor of his
estate.
6. Changes in Capitalization.
-------------------------
(a) Except as provided in Subsection (b) below, if the number of shares
of Common Stock shall be increased or decreased by reason of a subdivision
or combination of shares of Common Stock, the payment of an ordinary stock
dividend in shares of Common Stock or any other increase or decrease in the
number of shares of Common Stock outstanding effected without receipt of
consideration by the Company, an appropriate adjustment shall be made by the
Board of Directors of the Company, in a manner determined in its sole
discretion, in the number and kind of Option Shares and in the Exercise
Price.
(b) In the event of a merger, consolidation, reorganization,
extraordinary dividend or other change in the corporate structure of the
Company, including a Change in Control, or tender offer for shares of Common
Stock, the Board of Directors of the Company shall provide for an
appropriate adjustment to the Option or provide for the substitution of a
new option which adjustment or substitution shall be consistent with the
event requiring the adjustment or substitution; provided, however, in the
event the Company will not be the surviving entity as a result of the event
and the surviving entity does not agree to the adjustment or substitution,
the Board of Directors of the Company may elect to terminate the Option
Period as of the date of the Change in Control in consideration of the
payment to the Optionee of the sum of the difference between the then fair
market value of a share of Common Stock and the Exercise Price for each
Option Share as to which the Option has not been exercised as of the date of
the Change in Control.
(c) The existence of the Option granted pursuant to the Award shall not
affect in any way the right or power of the Company to make or authorize any
adjustment, reclassification, reorganization or other change in its capital
or business structure, any merger or consolidation of the Company, any issue
of debt or equity securities having preferences or priorities as to the
Common Stock or the rights thereof, the dissolution or liquidation of the
Company, any sale or transfer of all or any part of its business or assets,
or any other corporate act or proceeding. Any adjustment pursuant to this
Section may provide, in the Board of Director's discretion, for
3
<PAGE>
the elimination without payment therefor of any fractional shares that might
otherwise become subject to any Option.
7. Special Limitation on Exercise. No purported exercise of the Option
------------------------------
shall be effective without the approval of the Board of Directors of the
Company, which may be withheld to the extent that the exercise, either
individually or in the aggregate together with the exercise of other previously
exercised stock options and/or offers and sales pursuant to any prior or
contemplated offering of securities, would, in the sole and absolute judgment of
the Board of Directors, require the filing of a registration statement with the
United States Securities and Exchange Commission or with the securities
commission of any state. If a registration statement is not in effect under the
Securities Act of 1933 or any applicable state securities law with respect to
shares of Common Stock purchasable or otherwise deliverable under the Option,
the Optionee (a) shall deliver to the Company, prior to the exercise of the
Option or as a condition to the delivery of Common Stock pursuant to the
exercise of an Option exercise, such information, representations and warranties
as the Company may reasonably request in order for the Company to be able to
satisfy itself that the Option Shares are being acquired in accordance with the
terms of an applicable exemption from the securities registration requirements
of applicable federal and state securities laws and (b) shall agree that the
shares of Common Stock so acquired will not be disposed of except pursuant to an
effective registration statement, unless the Company shall have received an
opinion of counsel that such disposition is exempt from such requirement under
the Securities Act of 1933 and any applicable state securities law.
8. Legend on Stock Certificates. Certificates evidencing the Option
----------------------------
Shares, to the extent appropriate at the time, shall have noted conspicuously on
the certificates a legend intended to give all persons full notice of the
existence of the conditions, restrictions, rights and obligations set forth
herein.
9. Governing Laws. This Award and the Terms and Conditions shall be
--------------
construed, administered and enforced according to the laws of the State of
Georgia.
10. Successors. This Award and the Terms and Conditions shall be binding
----------
upon and inure to the benefit of the heirs, legal representatives, successors
and permitted assigns of the Optionee and the Company.
11. Notice. Except as otherwise specified herein, all notices and other
------
communications under this Award shall be in writing and shall be deemed to have
been given if personally delivered or if sent by registered or certified United
States mail, return receipt requested, postage prepaid, addressed to the
proposed recipient at the last known address of the recipient. Any party may
designate any other address to which notices shall be sent by giving notice of
the address to the other parties in the same manner as provided herein.
12. Severability. In the event that any one or more of the provisions or
------------
portion thereof contained in the Award and these Terms and Conditions shall for
any reason be held to be invalid, illegal or unenforceable in any respect, the
same shall not invalidate or otherwise affect any other
4
<PAGE>
provisions of the Award and these Terms and Conditions, and the Award and these
Terms and Conditions shall be construed as if the invalid, illegal or
unenforceable provision or portion thereof had never been contained herein.
13. Entire Agreement. The Award and the Terms and Conditions express the
----------------
entire understanding of the parties with respect to the Option.
14. Violation. Any transfer, pledge, sale, assignment, or hypothecation of
---------
the Option or any portion thereof shall be a violation of the terms of the Award
or these Terms and Conditions and shall be void and without effect.
15. Headings and Capitalized Terms. Section headings used herein are for
------------------------------
convenience of reference only and shall not be considered in construing the
Award or these Terms and Conditions.
16. Specific Performance. In the event of any actual or threatened default
--------------------
in, or breach of, any of the terms, conditions and provisions of the Award and
these Terms and Conditions, the party or parties who are thereby aggrieved shall
have the right to specific performance and injunction in addition to any and all
other rights and remedies at law or in equity, and all such rights and remedies
shall be cumulative.
17. No Right to Continued Employment. The award of Option Shares hereunder
--------------------------------
shall not be construed as giving the Optionee the right to continued to be
retained as a member of the Board of Directors of the Company or any subsidiary.
18. Shareholder Approval. The award of Option Shares hereunder is subject
--------------------
to the approval of the stockholders of the Company and in the event stockholder
approval is not obtained within twelve months of the Grant Date, then the grant
of the Award shall be deemed null and void.
5
<PAGE>
EXHIBIT 1
---------
NOTICE OF EXERCISE OF
STOCK OPTION TO PURCHASE
COMMON STOCK OF
GREATER ROME BANCSHARES, INC.
Name
----------------------------------------
Address
-------------------------------------
--------------------------------------------
Date
----------------------------------------
Greater Rome Bancshares, Inc.
1490 Martha Berry Boulevard
Rome, Georgia 30162-5271
Attn: Corporate Secretary
Re: Exercise of Non-Qualified Stock Option
Gentlemen:
Subject to acceptance hereof by Greater Rome Bancshares, Inc. (the
"Company"), I hereby give notice of my election to exercise options granted to
me to purchase ______________ shares of Common Stock of the Company under that
certain Non-Qualified Stock Option Award (the "Award") dated as of ____________.
The purchase shall take place as of __________, 199__ (the "Exercise Date").
On or before the Exercise Date, I will pay the applicable purchase price as
follows:
[ ] by delivery of cash or a certified check for $___________ for the full
purchase price payable to the order of Greater Rome Bancshares, Inc.
[ ] by delivery of cash or a certified check for $___________ representing a
portion of the purchase price with the balance to consist of shares of
Common Stock that I have owned for at least six months and that are
represented by a stock certificate I will surrender to the Company with
my endorsement. If the number of shares of Common Stock represented by
such stock certificate exceed the number to be applied against the
purchase price, I understand that a new stock certificate will be issued
to me reflecting the excess number of shares.
6
<PAGE>
[ ] by delivery of a stock certificate representing shares of Common Stock
that I have owned for at least six months which I will surrender to the
Company with my endorsement as payment of the purchase price. If the
number of shares of Common Stock represented by such certificate exceed
the number to be applied against the purchase price, I understand that a
new certificate will be issued to me reflecting the excess number of
shares.
[ ] by delivery of the purchase price by _________________________, a
broker, dealer or other "creditor" as defined by Regulation T issued by
the Board of Governors of the Federal Reserve System. I hereby
authorize the Company to issue a stock certificate for the number of
shares indicated above in the name of said broker, dealer or other
creditor or its nominee pursuant to instructions received by the Company
and to deliver said stock certificate directly to that broker, dealer or
other creditor (or to such other party specified in the instructions
received by the Company from the broker, dealer or other creditor) upon
receipt of the purchase price.
As soon as the stock certificate is registered in my name, please deliver it
to me at the above address.
If the Common Stock being acquired is not registered for issuance to and
resale by the Optionee pursuant to an effective registration statement on Form
S-8 (or successor form) filed under the Securities Act of 1933, as amended (the
"1933 Act"), I hereby represent, warrant, covenant, and agree with the Company
as follows:
The shares of the Common Stock being acquired by me will be acquired for
my own account without the participation of any other person, with the
intent of holding the Common Stock for investment and without the intent of
participating, directly or indirectly, in a distribution of the Common Stock
and not with a view to, or for resale in connection with, any distribution
of the Common Stock, nor am I aware of the existence of any distribution of
the Common Stock;
I am not acquiring the Common Stock based upon any representation, oral
or written, by any person with respect to the future value of, or income
from, the Common Stock but rather upon an independent examination and
judgment as to the prospects of the Company;
The Common Stock was not offered to me by means of publicly disseminated
advertisements or sales literature, nor am I aware of any offers made to
other persons by such means;
I am able to bear the economic risks of the investment in the Common
Stock, including the risk of a complete loss of my investment therein;
7
<PAGE>
I understand and agree that the Common Stock will be issued and sold to
me without registration under any state law relating to the registration of
securities for sale, and will be issued and sold in reliance on the
exemptions from registration under the 1933 Act, provided by Sections 3(b)
and/or 4(2) thereof and the rules and regulations promulgated thereunder;
The Common Stock cannot be offered for sale, sold or transferred by me
other than pursuant to: (A) an effective registration under the 1933 Act or
in a transaction otherwise in compliance with the 1933 Act; and (B) evidence
satisfactory to the Company of compliance with the applicable securities
laws of other jurisdictions. The Company shall be entitled to rely upon an
opinion of counsel satisfactory to it with respect to compliance with the
above laws;
The Company will be under no obligation to register the Common Stock or
to comply with any exemption available for sale of the Common Stock without
registration or filing, and the information or conditions necessary to
permit routine sales of securities of the Company under Rule 144 under the
1933 Act are not now available and no assurance has been given that it or
they will become available. The Company is under no obligation to act in
any manner so as to make Rule 144 available with respect to the Common
Stock;
I have and have had complete access to and the opportunity to review and
make copies of all material documents related to the business of the
Company, including, but not limited to, contracts, financial statements, tax
returns, leases, deeds and other books and records. I have examined such of
these documents as I wished and am familiar with the business and affairs of
the Company. I realize that the purchase of the Common Stock is a
speculative investment and that any possible profit therefrom is uncertain;
I have had the opportunity to ask questions of and receive answers from
the Company and any person acting on its behalf and to obtain all material
information reasonably available with respect to the Company and its
affairs. I have received all information and data with respect to the
Company which I have requested and which I have deemed relevant in
connection with the evaluation of the merits and risks of my investment in
the Company;
I have such knowledge and experience in financial and business matters
that I am capable of evaluating the merits and risks of the purchase of the
Common Stock hereunder and I am able to bear the economic risk of such
purchase; and
The agreements, representations, warranties and covenants made by me
herein extend to and apply to all of the Common Stock of the Company issued
to me pursuant to this Award. Acceptance by me of the certificate
representing such Common Stock shall constitute a confirmation by me that
all such agreements, representations, warranties and covenants made herein
shall be true and correct at that time.
I understand that the certificates representing the shares being purchased by
me in accordance with this notice shall bear a legend referring to the foregoing
covenants, representations and warranties and restrictions on transfer, and I
agree that a legend to that effect may be placed on any certificate
8
<PAGE>
which may be issued to me as a substitute for the certificates being acquired by
me in accordance with this notice.
Very truly yours,
---------------------------------------
AGREED TO AND ACCEPTED:
GREATER ROME BANCSHARES, INC.
By:
--------------------------
Title:
-----------------------
Number of Shares
Exercised:
-------------------
Number of Shares
Remaining: Date:
------------------- ----------------------------------
9
<PAGE>
SCHEDULE I
TO GREATER ROME BANCSHARES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
Vesting Schedule
----------------
"Vested Shares" means only that percentage of the number of shares of Common
Stock subject to the Option as to which the Option becomes exercisable following
completion of the years of service indicated in the schedule below.
<TABLE>
<CAPTION>
Percentage of Shares Years of Service
Which are Vested Shares after Grant Date
----------------------- ----------------
<S> <C>
20% 0
40% 1
60% 2
80% 3
100% 4
</TABLE>
Notwithstanding the foregoing Vesting Schedule, the Option shall become fully
vested and exercisable during the Option Period if and when the Optionee retires
on or after age 65.
_______________
1. Construction. (a) For purposes of the Vesting Schedule, Optionee shall
------------
be granted a year of service for each consecutive twelve-consecutive-month
period following the Grant Date and during which Optionee continues, at all
times, as a director of the Company or a subsidiary.
(b) The right of Optionee to vest in Common Stock shall cease upon the
termination of his or her service as a director of the Company or a subsidiary,
whether by reason of death, permanent and total disability or otherwise and,
thereafter, no further shares shall become Vested Shares; and the Option shall
be exercisable during the Option Period specified in the Award.
1
<PAGE>
GREATER ROME BANCSHARES, INC.
1490 Martha Berry Boulevard
Post Office Box 5271
Rome, Georgia 30162-5271
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF GREATER ROME BANCSHARES,
INC. (THE "COMPANY") FOR THE 1997 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
MAY 15, 1997 (THE "ANNUAL MEETING").
The undersigned hereby appoints Thomas D. Caldwell, III and Bradford Lee Riddle,
and each of them, with full power of substitution, as proxies to vote all of the
shares of Common Stock of the Company which the undersigned may be entitled to
vote at the Annual Meeting, and at any adjournments therof, on the following
matters:
1. Election of Directors
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below
Robert L. Berry, Frank A. Brown, Thomas D. Caldwell, III, Gene G. Davidson,
Henry Haskell Perry, Bradford Lee Riddle, M. Wayne Robinson, Dale G. Smith, Paul
E. Smith, W. Fred Talley, Martha B. Walstad
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"FOR" above and write that nominee's name below.)
- --------------------------------------------------------------------------------
2. Approval of options to non-employee directors
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.
When this Proxy is properly executed and returned, and not revoked, the shares
it represents will be voted at the meeting in accordance with the choices
specified above. If no choice is specified, it will be voted for the election
of the nominees listed above and for approval of the options to non-employee
directors.
PLEASE DATE AND SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW.
Date:
---------------------------------- --------------------------------
(Signature of Shareholder)
(shareholder name & number of shares
label to be placed here) --------------------------------
(Signature of Shareholder)
Note: When signing as attorney, trustee, administrator, executor or guardian,
please give your full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. In the case of joint
tenants, each joint owner must sign.
