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:
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(4) Date Filed:
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<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 13, 1999
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 13, 1999, at 6:00 p.m.
at Floyd College's Heritage Hall, 415 East Third Avenue, 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, 1999 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 9, 1999
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 1999 ANNUAL MEETING
TO BE HELD MAY 13, 1999
---------------------------------------
INTRODUCTION
------------
Time and Place of the Meeting
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 13, 1999,
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.
Procedures for Voting by Proxy
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.
Record Date and Mailing Date
The close of business on March 31, 1999 has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting. This Proxy Statement and the form of proxy are first being mailed to
shareholders on or about April 12, 1999.
2
<PAGE>
Number of Shares Outstanding
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 701,600 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.
Requirements for Shareholder Approval
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.
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. Unless otherwise noted, the positions held by the nominees
are with both the Company and the Bank. The following table provides 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
- ---- --- ----- --------------------------
<S> <C> <C> <C>
Robert L. Berry 52 1995 Director, Secretary of the Company
Frank A. Brown, Jr. 50 1996 Director
Thomas D. Caldwell, III 60 1995 Chairman, President and Chief Executive Officer
Gene G. Davidson, M.D. 55 1995 Director
Henry Haskell Perry 61 1995 Director
Bradford Lee Riddle 60 1995 Vice-Chairman and Director
M. Wayne Robinson 43 1995 Director
Dale G. Smith 38 1995 Director
Paul E. Smith 70 1995 Director
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Director
Name Age Since Position with Company/Bank
- ---- --- ----- --------------------------
<S> <C> <C> <C>
W. Fred Talley 53 1995 Director
Martha B. Walstad 47 1995 Director
</TABLE>
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.
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.
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.
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 to build and
develop residential and commercial properties.
4
<PAGE>
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 has been 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.
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 45 1995 Chief Financial Officer and Secretary of the
Bank
Chief Financial Officer of the Company
John W. Branam 46 1996 Senior Loan Officer of the Bank
</TABLE>
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 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.
5
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16 (a) of the Securities Exchange Act of 1934, as amended, 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 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 to furnish the Company with copies of
all of the forms they file. To our knowledge, based solely on a review of the
copies of the reports furnished to the Company, during the fiscal year ended
December 31, 1998, our directors, executive officers and greater than 10%
shareholders complied with all applicable Section 16(a) filing requirements.
EXECUTIVE COMPENSATION
----------------------
The following table provides summary information concerning compensation paid or
accrued by the Company and the Bank to executive officers for the years ended
December 31, 1998, 1997 and 1996. 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, 1998.
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Annual Compensation (1) Long-Term Compensation (2)
----------------------- --------------------------
Securities Underlying
Name and Principal Position Year Salary Bonus Options/SAR's (#)
- --------------------------- ---- ------ ----- -----------------
<S> <C> <C> <C> <C>
Thomas D. Caldwell, III 1998 $84,545 $50,000 5,000
President and Chief 1997 $75,693
Executive Officer 1996 $67,625 25,000
E. Grey Winstead, III 1998 $79,900 $37,000 5,000
Chief Financial Officer 1997 $70,904
1996 $61,883 15,000
</TABLE>
- -------------------
(1) We have omitted information on "perks" and other personal benefits because
the aggregate value of these items does not meet the minimum amount required for
disclosure under Securities and Exchange Commission regulations.
(2) The Company has not awarded any restricted stock or long-term incentives
other than stock options. Accordingly, we have omitted columns relating to these
types of awards.
Stock Option Plan
The following table sets forth information regarding the grant of stock options
to the Company's executive officers during 1998. The options vest 20% on
September 1, 1999, the first anniversary of the grant date, and the remainder
will vest 20% per year on September 1st of each year, until fully vested.
6
<PAGE>
Option Grants in Last Fiscal Year
---------------------------------
<TABLE>
<CAPTION>
Number of Percent of Total
Securities Options Granted
Underlying to Employees in Exercise Price Expiration
Name Options Granted Fiscal Year ($/share) Date
<S> <C> <C> <C> <C>
Thomas D. Caldwell, III 5,000 35.7% $11.00 9/1/2008
E. Grey Winstead, III 5,000 35.7% $11.00 9/1/2008
</TABLE>
The following table contains information concerning unexercised options held by
the Company's executive officers as of December 31, 1998. No executive officers
exercised options 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 10,000 20,000 $20,000 $35,000
E. Grey Winstead, III 6,000 14,000 $12,000 $23,000
</TABLE>
Director Compensation
The Company and the Bank have not paid directors' fees since the Bank opened for
business. As a condition to the approval of the Bank's charter application and
the Company's application to become a bank holding company, no directors' fees
may be paid until the Bank has earned a cumulative profit. The Bank became
cumulatively profitable in the fourth quarter of 1998. Management and the Board
are reviewing alternatives to establish a reasonable level of compensation to
the directors beginning some time in 1999.
Employment Agreements
On September 1, 1997, Thomas D. Caldwell, III, the President and Chief Executive
Officer of the Company and of the Bank and E. Grey Winstead, III, the Chief
Financial Officer of the Company and of the Bank (the "Employees") entered into
employment agreements with the Company (the "Agreements"). The Agreements
specify their duties and responsibilities. They are for terms of three years and
are 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 Employees and the
rights and obligations of each are defined depending on the circumstances. The
parties may terminate the Agreements with proper notice, for cause, without
cause, upon permanent disability or following change of control. The Agreements
specify base salary and benefits and provide for incentive compensation based
upon the financial performance of the Company. The Agreements specify the
obligations of the Employees with respect to confidential information and trade
secrets. They also have provisions for non-competition, non-solicitation of
customers and non-solicitation of employees by the Employees during employment
and for specific periods subsequent to termination.
7
<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 (1) each
person known by the Company to be a beneficial owner of more than five percent
(5%) of the outstanding shares of Common Stock, (2) each director and named
executive officer and (3) 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) 22,275 3.17%
Frank A. Brown, Jr. (2) 17,100 2.43%
Thomas D. Caldwell, III (4) 40,100 5.60%
Gene G. Davidson, M.D. (2), (5) 31,852 4.53%
Henry Haskell Perry (2), (6) 13,000 1.85%
Bradford Lee Riddle (2), (7) 15,600 2.22%
M. Wayne Robinson (2), (8) 26,435 3.76%
Dale G. Smith (2) 15,600 2.22%
Paul E. Smith (2) 23,900 3.40%
W. Fred Talley (2), (9) 22,700 3.23%
Martha B. Walstad (2), (10) 17,100 2.43%
All directors and executive
officers as a group (13 persons) (11) 259,832 34.65%
</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 (2,100 shares) of stock options
granted to non-employee directors, which were approved by the
shareholders at the 1997 Annual Meeting and were 60% vested on January
9, 1999.
8
<PAGE>
(3) Includes (a) 6,000 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 (15,000 shares) of stock options
granted in 1996 under the 1996 Stock Incentive Plan, which were 60%
vested on January 2, 1999.
(5) Includes 3,675 shares owned by his wife, as to which voting and
investment powers are shared.
(6) Includes 900 shares held in trust for minors by his wife, as to
which voting and investment powers are shared.
(7) Includes 3,500 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
2,935 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 (27,200 shares) of stock options
granted in 1996 to executive officers under the 1996 Stock Incentive
Plan and the vested portion (21,000 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. These transactions take place 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, these transactions do not involve more than the normal risk of
collectibility nor present other unfavorable features to the Company or the
Bank. During 1998, the Company did not have any business transactions involving
amounts greater than $60,000 with directors and executive officers or their
related interests, except for transactions with M. Wayne Robinson
Builder/Developer, Inc. Director Robinson's company provided construction
services in connection with the building of the Bank's East Rome Branch in the
second quarter of 1998. The total amount paid to his company in 1998 was
$101,472.
9
<PAGE>
OTHER MATTERS
-------------
We know of no other matters that may be brought before the meeting. If, however,
any matter other than the election of directors or matters incidental thereto,
should properly come before the meeting, the proxyholders will cast votes
pursuant to the proxies in accordance with their best judgment.
If you cannot be present at the meeting in person, we request that you 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, 1998 and
1997. 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 9, 1999
10
<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 1999 Annual Meeting of Shareholders to be held on
May 13, 1999 (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 would 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.
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.
