<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. N/A )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box: [ ]Confidential, for Use of
[ ] Preliminary proxy statement the Commission Only (as
[X] Definitive proxy statement permitted by Rule 14a-6(e)(2)
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
GREATER ROME BANCSHARES, INC.
-----------------------------
(Name of Registrant as Specified in its
Charter)
---------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if
Other Than Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
(5) Total fee paid:
- -------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- -------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- -------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- -------------------------------------------------------------------------------
(3) Filing Party:
- -------------------------------------------------------------------------------
(4) Date Filed:
- -------------------------------------------------------------------------------
<PAGE>
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 14, 1998
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 14, 1998, 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 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, 1998 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,
/s/ Robert L. Berry
---------------------------
Robert L. Berry
Secretary
April 10, 1998
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 1998 ANNUAL MEETING
TO BE HELD MAY 14, 1998
------------------------------
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 14, 1998,
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 13, 1998. 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, 1998 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
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.
2
<PAGE>
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 51 1995 Director, Secretary of the Company
Thomas D. Caldwell, III 59 1995 Chairman, President and Chief Executive Officer
Gene G. Davidson, M.D. 54 1995 Director
Henry Haskell Perry 60 1995 Director
Bradford Lee Riddle 59 1995 Vice-Chairman and Director
M. Wayne Robinson 42 1995 Director
Dale G. Smith 37 1995 Director
Paul E. Smith 69 1995 Director
W. Fred Talley 52 1995 Director
Martha B. Walstad 46 1995 Director
Frank A. Brown, Jr. 49 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 since 1975.
Thomas D. Caldwell, III, Chairman of the Board of Directors of the Company and
the Bank 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 Georgia State Bank of Rome. Prior to his time with
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. Since 1990 he has been
President of the Northwest Georgia Internal Medicine Practice Group in Rome,
Georgia, which he established in 1978. 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.
3
<PAGE>
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, Vice Chairman of the Board of Directors 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, has been
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. From November 1994 through 1997, Mr. Smith has managed his
personal investments. In November 1997, Mr. Smith joined the public accounting
firm of Whittington, McLemore, Land, Davis, White and Givens, P.C. in Rome,
Georgia.
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 since 1944. 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 since 1963. 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 managed personal investments and rental properties and is a partner
in Lake Toccoa Development Company, a land development partnership in Blue
Ridge, 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 Company and the Bank who are not listed above.
<TABLE>
<CAPTION>
Officer
Name Age Since Position
- --------------------------------- --- ----- --------
<S> <C> <C> <C>
E. Grey Winstead, III 44 1995 Chief Financial Officer and Secretary of the Bank
Chief Financial Officer of the Company
John W. Branam 45 1996 Senior Lending Executive of the Bank
</TABLE>
4
<PAGE>
E. Grey Winstead, III, the Chief Financial Officer of the Company and the Bank
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 Lending Executive 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,
1997, 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, 1997, 1996 and 1995. 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, 1997.
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 1997 $75,693 (2)
President and Chief 1996 $67,625 (2) 25,000
Executive Officer 1995 $50,000 (2)
</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.
5
<PAGE>
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.
No stock options were granted to the Company's Chief Executive Officer during
1997.
The following table contains information, with respect to the Company's Chief
Executive Officer, concerning unexercised options held as of December 31, 1997.
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 Options
Fiscal Year End at Fiscal Year End
--------------- ------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- --------------------------- -------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Thomas D. Caldwell, III 5,000 20,000 $5,000.00 $20,000.00
</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. 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, which was
obtained at the 1997 Annual Meeting. Each of the ten non-employee directors was
awarded an option to purchase 3,500 shares at $10.00 per share. The options
vest 20% per year, beginning on the date of grant and the options expire ten
years after the date of grant.
Employment Agreements
On September 1, 1997, Thomas D. Caldwell, III the President and Chief Executive
Officer of the Company and the President and Chief Executive Officer of the Bank
(the "Employee") entered into an employment agreement with the Company (the
"Agreement"). The Agreement specifies his duties and responsibilities. It is
for a term of three years and is automatically extended at the end of each
twelve-month period for an additional twelve-month period until a notice of non-
extension is properly given. Conditions for termination by the Company or by
the Employee and the rights and obligations of each are defined depending on the
circumstances. Provisions are made for termination by either party, with proper
notice, for cause, without cause, upon permanent disability or following change
of control. The Agreement specifies base salary and benefits and provides for
incentive compensation based upon the financial performance of the Company. The
Agreement specifies the obligations of the Employee with respect to confidential
information and trade secrets. It has provisions for non-competition, non-
solicitation of customers and non-solicitation of employees by the Employee
during employment and for specific periods subsequent to termination.
6
<PAGE>
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), (3) 20,575 2.93%
Frank A. Brown, Jr. (2) 16,400 2.34%
Thomas D. Caldwell, III (4) 35,000 4.93%
Gene G. Davidson, M.D. (2), (5) 31,152 4.44%
Henry Haskell Perry (2), (6) 12,300 1.75%
Bradford Lee Riddle (2), (7) 13,400 1.91%
M. Wayne Robinson (2), (8) 24,635 3.51%
Dale G. Smith (2) 14,900 2.12%
Paul E. Smith (2) 27,200 3.88%
W. Fred Talley (2), (9) 22,000 3.14%
Martha B. Walstad (2), (10) 16,400 2.34%
All directors and executive officers as a group
(13 persons) (11) 243,282 33.25%
- ------------------
</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
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) Includes the vested portion (1,400 shares) of stock options granted
to non-employee directors, which were approved by the shareholders at the
1997 Annual Meeting and were vested 40% on January 9, 1998.
(3) 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.
(4) Includes the vested portion (10,000 shares) of stock options granted
in 1996 under the 1996 Stock Incentive Plan, which were vested 40% on
January 2, 1998.
(5) Includes 3,675 shares owned by his wife, as to which voting and
investment powers are shared.
7
<PAGE>
(6) Includes 900 shares held in trust for minors by his wife, as to which
voting and investment powers are shared.
(7) Includes 2,000 shares owned by his wife, as to which voting and
investment powers are shared.
(8) 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, and 400 shares
owned jointly with his wife, as to which voting and investment powers are
shared.
(9) Includes 600 shares owned by his wife, as to which voting and
investment powers are shared.
(10) Includes 5,000 shares owned by her husband, as to which voting and
investment powers are shared.
(11) Includes the vested portion (17,600 shares) of stock options granted
in 1996 to executive officers under the 1996 Stock Incentive Plan and the
vested portion (14,000 shares) of stock options granted in January 1997
to non-employee directors and approved by the shareholders at the 1997
Annual Meeting.
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 collectibility nor
present other unfavorable features to the Company or the Bank. During 1997,
the Company did not have any business transactions involving amounts greater
than $60,000 with directors and executive officers or their related interests.
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
directors and 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 years ended December 31, 1997 and
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 10, 1998
8
<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 1998 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
MAY 14, 1998 (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 thereof, 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.)
- --------------------------------------------------------------------------
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:
------------------------------------ --------------------------
(shareholder name & number of shares (Signature of Shareholder)
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.
