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:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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<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 11, 2000
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 11, 2000, at 4:30
p.m. at Greater Rome Bank, 1490 Martha Berry Blvd., Rome, Georgia for the
following purposes:
(a) To elect eleven directors to the Board of Directors to serve one-year
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, 2000 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 12, 2000
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 2000 ANNUAL MEETING
TO BE HELD MAY 11, 2000
---------------------------------------
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 11, 2000, and at any adjournments of the meeting. 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
We have fixed the close of business on March 31, 2000 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 14, 2000.
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 with, 701,600 shares issued and outstanding and (b) 100,000 shares of
a special class of stock, $1.00 par value per share 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, which result from a
broker's inability to vote a client's shares on non-discretionary matters, 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 meeting
requires the affirmative vote of a majority of shares of common stock present in
person or by proxy and entitled to vote on the 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 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 53 1995 Director, Secretary of the Company
Frank A. Brown, Jr. 51 1996 Director
Thomas D. Caldwell, III 61 1995 Chairman, President and Chief Executive Officer
Gene G. Davidson, M.D. 56 1995 Director
Henry Haskell Perry 62 1995 Director
Bradford Lee Riddle 61 1995 Vice-Chairman and Director
M. Wayne Robinson 44 1995 Director
Dale G. Smith 39 1995 Director
Paul E. Smith 71 1995 Director
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Director
Name Age Since Position with Company/Bank
- ---- --- ----- --------------------------
<S> <C> <C> <C>
W. Fred Talley 55 1995 Director
Martha B. Walstad 48 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 banking 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 retired physician and has lived in Rome since 1976. From 1990 until his
retirement, he served as President of the Northwest Georgia Internal Medicine
Practice Group in Rome, Georgia, which he established in 1978. Dr. Davidson 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. Mr. Perry owned and operated a commercial
and residential heating and air contracting business, North Georgia Equipment
Company, Inc., from 1970 until his retirement in 1999.
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 Jackson, Mississippi.
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 46 1995 Chief Financial Officer and Secretary of the Bank
Chief Financial Officer of the Company
John W. Branam 47 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 beneficially own
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 year ended December
31, 1999, 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, 1999, 1998 and 1997. None of the Company's or Bank's other
executive officers earned over $100,000 in salary and bonus during the year
ended December 31, 1999.
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Annual Long-Term
Compensation(1) Compensation(2)
-------------- --------------
Name and Principal Securities Underlying All Other
Position Year Salary ($) Bonus ($) Options/SAR's (#) Compensation ($)
-------- ---- ---------- --------- ----------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Thomas D. Caldwell, III 1999 95,287 23,038 3,000 22,868 (3)
President and Chief 1998 84,545 50,000 5,000 723 (3)
Executive Officer 1997 75,693
E. Grey Winstead, III 1999 86,825 21,009 5,000 3,023 (4)
Chief Financial Officer 1998 79,900 37,000 5,000 775 (4)
1997 70,904
</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
columnsrelating to these types of awards.
(3) Includes $19,464 in accrued supplemental retirement income benefit in
1999, 20% of which is vested at December 31, 1999, and includes $1,973
and $723 in employer matching contribution to the 401k savings plan in
1999 and 1998, respectively, 80% of which was vested at December 31,
1999.
(4) Includes $1,323 in accrued supplemental retirement income benefit in
1999, 20% of which is vested at December 31, 1999, and includes $1,700
and $775 in employer matching contribution to the 401k savings plan in
1999 and 1998,respectively, 80% of which was vested at December 31,
1999.
6
<PAGE>
Stock Option Plan
The following table sets forth information regarding the grant of stock
options to the Company's executive officers during 1999. The options will vest
in 1/3 annual increments beginning on October 6, 2000, the first anniversary of
the grant date.
Option Grants in Last Fiscal Year
---------------------------------
<TABLE>
<CAPTION>
Number of Percent of Total
Securities Options Granted to
Underlying Employees in Exercise Price Expiration
Name Options Granted Fiscal Year ($/share) Date
---- --------------- ----------- ------- ----
<S> <C> <C> <C> <C>
Thomas D. Caldwell, III 3,000 15.1% $12.00 10/6/2009
E. Grey Winstead, III 5,000 25.1% $12.00 10/6/2009
</TABLE>
The following table contains information concerning unexercised options
held by the Company's executive officers as of December 31, 1999. No executive
officers exercised options in the last fiscal year.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
---------------------------------
Number of Securities Underlying
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 16,000 17,000 $39,000 $32,500
E. Grey Winstead, III 10,000 15,000 $24,000 $23,500
</TABLE>
Because no public market exists for our common stock, we calculated the
in-the-money value of unexercised options at fiscal year end based on the last
trade in our common stock known to us that occurred on or before December 31,
1999. This trade occurred on December 31, 1999 at a price of $12.50 per share.
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 entered into employment
agreements with the Company. 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>
Executive Supplemental Retirement Agreements
The Company sponsors defined contribution post retirement benefit plans to
provide retirement benefits to the executives named in the summary compensation
table and to provide death benefits for their designated beneficiaries. Under
these plans, the Company purchased split dollar whole life insurance contracts.
The increase in the cash surrender value of the contracts, less the Bank's cost
of funds, constitutes the Company's contribution to the plans each year. In the
event the insurance contracts fail to produce positive returns, the Company has
no obligation to contribute to the plans. At December 31, 1999 and 1998 the
Company incurred expenses of $20,787 and $0, respectively, for these plans.
DIRECTOR COMPENSATION
---------------------
In October 1999, the Board approved a director compensation program that
will provide non-employee directors with compensation, payable either in cash or
shares of the Company's common stock, for attendance at Board and committee
meetings.
Crediting of Fees. Eligible directors will receive credits each month that
are determined by adding the sum of the following:
(1) a monthly retainer, regardless of attendance at meetings ($100 as of
January 1, 2000),
(2) an attendance fee for each regular or special called meeting of the full
Board attended ($200 as of January 1, 2000), and
(3) an attendance fee for each committee meeting attended ($50 as of January
1, 2000).
Accrual of Credits. The value of fee credits accrued by each participating
director will be accumulated on a fiscal year basis beginning each July 1st. Fee
credits will be posted as of the date of the meeting for which the credit is
being made.
Adjustment of Fee Credits. Fee credits will be adjusted by an earnings
credit at an annualized rate of 7%.
Election of Cash or Stock. Prior to the end of each fiscal year, each
participating director will have the opportunity to elect whether to be paid the
aggregate amounts of adjusted fee credits for that fiscal year in the form of
cash or in a number of shares of the Company's common stock having a fair market
value equal to the amount of the adjusted fee credits.
Payment of Credits. The adjusted, aggregate fee credit amount for that
fiscal year will be paid, either in cash or in shares of the Company's common
stock, as previously selected by the participating director, within 30 days
after the end of each fiscal year. A participating director electing to be paid
in common stock will be paid in cash for any fractional share.
Departing Directors. A participating director who ceases to serve as a
director during a fiscal year for any reason will be paid in cash for meetings
attended during that fiscal year and will be paid at the same time as continuing
directors.
8
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 31, 2000, information regarding
the beneficial ownership of the 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 each executive officer
named in the summary compensation table 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) 22,975 3.26%
Frank A. Brown, Jr. (2) 17,800 2.53%
Thomas D. Caldwell, III (4) 46,250 6.40%
Gene G. Davidson, M.D. (2), (5) 32,552 4.62%
Henry Haskell Perry (2), (6) 14,000 1.99%
Bradford Lee Riddle (2), (7) 16,800 2.39%
M. Wayne Robinson (2), (8) 27,135 3.85%
Dale G. Smith (2) 18,469 2.62%
Paul E. Smith (2) 24,600 3.49%
W. Fred Talley (2) 14,800 2.10%
Martha B. Walstad (2), (9) 18,500 2.63%
All directors and executive officers as a
group (13 persons) (10) 274,501 35.72%
</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 the securities or the power to dispose
or direct the disposition of the 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 (2,800 shares) of stock options granted to
non-employee directors, which were approved by the shareholders at the
1997 Annual Meeting and were 80% vested on January 9, 2000.
9
<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 80% vested on
January 2, 2000.
(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 5,000 shares owned by her husband, as to which voting and
investment powers are shared.
(10) Includes the vested portion (36,800 shares) of stock options granted
in 1996 to executive officers under the 1996 Stock Incentive Plan,
the vested portion (2,400 shares) of stock options granted to executive
officers in 1998, and the vested portion (28,000 shares) of stock
options granted in January 1997 to non-employee directors and approved
by the shareholders at the 1997 Annual Meeting.
RELATED PARTY 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.
SHAREHOLDER PROPOSALS
---------------------
Shareholder proposals submitted for consideration at the next annual
meeting of shareholders must be received by the Company no later than December
14, 2000, to be included in the 2001 proxy materials. A shareholder must notify
the Company before February 14, 2001 if the shareholder has a proposal to
present at the 2001 annual meeting which the shareholder intends to present
other than by inclusion in the Company's proxy material. If the Company does not
receive notice prior to February 14, 2001, proxies solicited by the management
10
<PAGE>
of the Company will confer discretionary authority upon the management of the
Company to vote upon any such proposal.
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
to the election of directors, 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, 1999, 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 12, 2000
<PAGE>
REVOCABLE PROXY
GREATER ROME BANCSHARES, INC.
X PLEASE MARK VOTES
- --- AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
MAY 11, 2000
This Proxy is solicited by the Board of Directors of Greater Rome Bancshares,
Inc. (the "Company") for the 2000 Annual Meeting of Shareholders to be held on
May 11, 2000 (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
With- For All
For hold Except
---- ---- ----
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 All Except" and write that nominee's name in the space provided 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 be sure to sign and date
this Proxy in the box below.
Date
-----------------
- ---------------------------- -----------------------------
Stockholder sign above Co-holder (if any) sign above
- --------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
GREATER ROME BANCSHARES, INC.
PLEASE DATE AND SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS ABOVE.
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.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
