<PAGE>
<PAGE>
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
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c) or
Subsection 240.14a-12
[ ] Confidential, For use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
TWIN CITY BANCORP, INC.
- ---------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] NO FEE REQUIRED.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) 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:
____________________________________________<PAGE>
<PAGE>
[TWIN CITY BANCORP, INC. LETTERHEAD]
April 30, 1997
Dear Stockholder:
We invite you to attend the annual meeting of stockholders
of Twin City Bancorp, Inc. to be held at the main office of Twin
City Federal Savings Bank, 310 State at Edgemont, Bristol,
Tennessee on Friday, May 23, 1997 at 4:00 p.m.
The accompanying notice and proxy statement describe the
formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company's
subsidiary, Twin City Federal Savings Bank. Directors and
officers of the Company will be present to respond to any
questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ACCOMPANYING FORM OF PROXY AS SOON AS
POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING.
Your vote is important, regardless of the number of shares you
own. This will not prevent you from voting in person but will
assure that your vote is counted if you are unable to attend the
meeting.
Sincerely,
/s/ Thad R. Bowers
Thad R. Bowers
President<PAGE>
<PAGE>
TWIN CITY BANCORP, INC.
310 STATE AT EDGEMONT
BRISTOL, TENNESSEE 37620
(423) 989-4400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 1997
NOTICE IS HEREBY GIVEN that the annual meeting of
stockholders (the "Annual Meeting") of Twin City Bancorp, Inc.
(the "Company") will be held at the main office of Twin City
Federal Savings Bank, 310 State at Edgemont, Bristol, Tennessee
on Friday, May 23, 1997 at 4:00 p.m.
A proxy statement and form of proxy for the Annual Meeting
accompany this notice.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of one director of the Company; and
2. The transaction of such other matters as may
properly come before the Annual Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business to
come before the Annual Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Annual Meeting on the date specified above or on
any date or dates to which, by original or later adjournment, the
Annual Meeting may be adjourned. Stockholders of record at the
close of business on April 23, 1997 are the stockholders entitled
to vote at the Annual Meeting and any adjournments thereof.
You are requested to fill in and sign the accompanying form
of proxy which is solicited by the Board of Directors and to mail
it promptly in the accompanying envelope. The proxy will not be
used if you attend and vote at the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Brenda N. Baer
BRENDA N. BAER
SECRETARY
Bristol, Tennessee
April 30, 1997
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO
ENSURE A QUORUM. THE ACCOMPANYING FORM OF PROXY IS ACCOMPANIED
BY A SELF-ADDRESSED ENVELOPE FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
<PAGE>
PROXY STATEMENT
OF
TWIN CITY BANCORP, INC.
310 STATE AT EDGEMONT
BRISTOL, TENNESSEE 37620
ANNUAL MEETING OF STOCKHOLDERS
MAY 23, 1997
GENERAL
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Twin City
Bancorp, Inc. (the "Company") to be used at the annual meeting of
stockholders (the "Annual Meeting") which will be held at the
main office of Twin City Federal Savings Bank (the "Bank"), 310
State at Edgemont, Bristol, Tennessee on Friday, May 23, 1997 at
4:00 p.m. This proxy statement and the accompanying notice and
form of proxy are being first mailed to stockholders on or about
April 30, 1997.
VOTING AND REVOCABILITY OF PROXIES
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies may be revoked by written notice
to Brenda N. Baer, Secretary of the Company, at the address shown
above, by filing a later dated proxy prior to a vote being taken
on a particular proposal at the Annual Meeting or by attending
the Annual Meeting and voting in person.
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED FOR
THE NOMINEE FOR DIRECTOR SET FORTH BELOW. The proxy confers
discretionary authority on the persons named therein to vote with
respect to the election of any person as a director where the
nominee is unable to serve or for good cause will not serve, and
matters incident to the conduct of the Annual Meeting. If any
other business is presented at the Annual Meeting, proxies will
be voted by those named therein in accordance with the
determination of a majority of the Board of Directors. Proxies
marked as abstentions, and shares held in street name which have
been designated by brokers on proxies as not voted, will not be
counted as votes cast. Proxies marked as abstentions or as
broker non-votes will, however, be treated as shares present for
purposes of determining whether a quorum is present.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP
Stockholders of record as of the close of business on April
23, 1997 (the "Record Date") are entitled to one vote for each
share then held. At the Record Date, the Company had 853,484
shares of common stock, par value $1.00 per share (the "Common
Stock"), issued and outstanding. The presence, in person or by
proxy, of at least a majority of the total number of shares of
Common Stock outstanding and entitled to vote will be necessary
to constitute a quorum at the Annual Meeting.
-1-<PAGE>
<PAGE>
Persons and groups owning in excess of 5% of the Company's
Common Stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The following table sets forth, as
of the Record Date, certain information as to the Common Stock
believed by management to be beneficially owned by persons owning
in excess of 5% of the Company's Common Stock and by all
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and Percent of
Nature of Shares of
Name and Address Beneficial Common Stock
of Beneficial Owner Ownership Outstanding
- ------------------- ---------- ------------
<S> <C> <C>
Twin City Bancorp, Inc.
Employee Stock Ownership Plan ("ESOP")
310 State at Edgemont
Bristol, Tennessee 37620 57,498 (1) 6.7%
Robert L. Baker
4892 Weaver Pike
Bluff City, Tennessee 37618 84,739 9.9%
Thad R. Bowers and Judith O. Bowers
14 Yorkshire
Bristol, Tennessee 37620 48,104 (2) 5.6%
All directors and
executive officers
as a group (12 persons) 176,121 (3) 19.9%
<FN>
_____________
(1) These are unallocated shares held in a suspense account for
future allocation among participating employees as the loan
used to purchase the shares is repaid; excludes 14,374
allocated shares. The ESOP trustees, including Directors
Burriss, Oakley, Phetteplace and Wohlford, vote all allocated
shares in accordance with instructions of the participants;
unallocated shares and shares for which no instructions have
been received generally are voted by the ESOP trustees in the
same ratio as participants direct the voting of allocated
shares or, in the absence of such direction, as directed by
the Company's Board of Directors.
(2) Includes 11,679 shares which Mr. and Mrs. Bowers had a right
to purchase pursuant to the exercise of stock options
exercisable within 60 days of the Record Date; excludes
17,519 shares which Mr. and Mrs. Bowers did not have a right
to purchase pursuant to the exercise of unvested stock
options.
(3) Excludes unallocated shares held by the ESOP (see above);
includes 32,642 shares which all directors and executive
officers as a group had a right to purchase pursuant to the
exercise of stock options exercisable within 60 days of the
Record Date; excludes 48,514 shares which all directors and
executive officers as a group did not have a right to
purchase pursuant to the exercise unvested of stock options.
These shares also do not include approximately 1,390 shares
that have been acquired by the Bank's defined contribution
thrift plan since December 31, 1996 but which had not been
allocated to participants in the plan as of the Record Date.
</FN>
</TABLE>
-2-
<PAGE>
<PAGE>
ELECTION OF DIRECTORS
GENERAL
The Board of Directors has nominated Paul R. Wohlford to
serve as a director for a three-year period. The nominee is
currently a member of the Board. Under Tennessee law, directors
are elected by a plurality of all votes cast at a meeting at
which a quorum is present. If the nominee is unable to serve,
the shares represented by all valid proxies will be voted for the
election of such substitute as the Board of Directors may
recommend or the size of the Board may be reduced to eliminate
the vacancy. At this time, the Board knows of no reason why the
nominee might be unavailable to serve. The Company's Board of
Directors currently consists of five members. The Company's
Charter require that directors be divided into three classes, as
nearly equal in number as possible, with approximately one-third
of the directors elected each year.
The following table sets forth the name of the nominee for
election as directors and the director whose terms expire in
future years. Also set forth is certain other information with
respect to each person's age, the year he first became a director
of the Bank, the expiration of his term as a director, and the
number and percentage of shares of Common Stock beneficially
owned (each director of the Company is also a member of the Board
of Directors of the Bank).
<TABLE>
<CAPTION>
Shares of
Year First Common Stock
Age at Elected as Current Beneficially
December 31, Director of Term Owned at the Percent
Name 1996 the Bank(1) to Expire Record Date(2) of Class
- ---- ------------ ----------- --------- -------------- --------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEE FOR TERM TO EXPIRE IN 2000
Paul R. Wohlford 57 1990 1997 9,297 1.1%
DIRECTORS CONTINUING IN OFFICE
William C. Burriss, Jr. 55 1985 1998 33,597 3.9%
Louis H. Phetteplace 68 1961 1998 9,297 1.1%
Thad R. Bowers 59 1982 1999 48,104 (3) 5.6%
Sid Oakley 50 1987 1999 9,907 1.2%
<FN>
_______________
(1) All directors were initially appointed as directors of the
Company in 1994 in connection with the incorporation of the
Company.
(2) Excludes unallocated shares held by the ESOP and certain
shares held by the Bank's defined contribution thrift plan
(see "Voting Securities and Beneficial Ownership."); includes
11,679, 1,797, 1,797, 1,797 and 1,797 shares which Messrs.
Bowers, Burriss, Oakley, Phetteplace and Wohlford,
respectively, had or shared a right to purchase pursuant to
the exercise of stock options exercisable within 60 days of
the Record Date; excludes 17,519 shares which Mr. Bowers did
not have or share a right to purchase pursuant to the
exercise of unvested stock options.
(3) Includes shares beneficially owned by Mr. Bowers' wife,
Judith O. Bowers.
</FN>
</TABLE>
-3-<PAGE>
<PAGE>
Set forth below is information concerning the Company's
nominee for election as director and continuing directors.
Unless otherwise stated, all directors have held the positions
indicated for at least the past five years.
PAUL R. WOHLFORD is an attorney in Bristol, Tennessee, a
juvenile court judge for the City of Bristol and an instructor
for Virginia Intermont College. Mr. Wohlford serves as Chairman
of the Board. Mr. Wohlford serves on the board of directors of
the Bristol Family YMCA. He is also a member of the Bristol
Regional Medical Center Ethics Committee and Vice Chairman of the
Sullivan County Committee on Health, Education and Housing. He
also serves on the Board of Trustees of the National Council of
Juvenile and Family Court Judges.
WILLIAM C. BURRISS, JR. is President of BurWil Construction
Co., Inc., Bristol, Tennessee. He also serves on the advisory
board of the Salvation Army of Bristol and is a member of the
Bristol Host Lions Club.
LOUIS H. PHETTEPLACE is a self-employed insurance agent in
Bristol, Virginia.
THAD R. BOWERS is President and Chief Executive Officer of
the Bank. He joined the Bank in 1960 and became President and
CEO in 1980. Mr. Bowers previously served on the Bristol,
Tennessee School Board, as Chairman of the Bristol, Tennessee
Parks and Recreation Commission and on the boards of directors of
various local charities and service organizations.
SID OAKLEY is General Manager of Oakley-Cook Funeral Home,
Bristol, Tennessee, and Vice President and General Manager of
Heritage Family Funeral Services, Inc., Elizabethton, Tennessee.
Mr. Oakley is a member and Past-President of the Bristol Rotary
Club, the Bristol Chamber of Commerce and Volunteer Bristol.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Company and the Bank hold
regular meetings and special meetings as needed. During the year
ended December 31, 1996, each Board met 12 times. No nominee for
election as a director or continuing director attended fewer than
75% in the aggregate of the total number of Board meetings held
while he was a member during the year ended December 31, 1996 and
the total number of meetings held by committees on which he
served during such fiscal year.
The Company's full Board of Directors acts as an audit
committee and met once in this capacity following fiscal 1996 to
examine and approve the independent audit report.
While the Company does not have a compensation committee,
the executive committee of the Bank's Board of Directors acts as
a compensation committee which, for fiscal 1996, included
Directors Burriss, Oakley, Phetteplace and Wohlford. This
committee reviews the performance of the Bank's officers and met
once in fiscal 1996.
The Company does not have a standing nominating committee.
Under the Company's current Bylaws, the Company's full Board of
Directors acts as a nominating committee and met once in this
capacity to select management nominee for election as director.
-4-<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
Summary. The following table sets forth cash and noncash
compensation for the fiscal years ended December 31, 1996, 1995
and 1994 awarded to or earned by the Company's Chief Executive
Officer, Thad R. Bowers, for services rendered in all capacities
to the Company and its subsidiaries.
<TABLE>
<CAPTION> Long-Term
Compensation Awards
Annual Compensation ---------------------------
-------------------------------- Restricted Securities
Fiscal Other Annual Stock Underlying
Year Salary Bonus Compensation(1) Award(s) Options
---- ------ ----- --------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
1996 $110,000 $22,494 $21,512 $ --
1995 95,069 27,808 21,215 152,728 (2) 22,460(3)
1994 92,299 25,000 18,979 -- --
<FN>
__________________
(1) For 1996, consists of directors' fees ($8,800), profit
sharing plan amount based on the Bank's return on assets and
Mr. Bowers' years of service to the Bank ($6,727), salary for
services as President of a subsidiary of the Bank ($1,800)
and matching contribution to defined contribution thrift plan
($4,185).
(2) Based on 8,984 shares and $17.00 closing price of shares on
December 29, 1995 as reported on Nasdaq. This award was made
on May 24, 1995 and is subject to a five-year vesting
schedule.
(3) This award was made on May 24, 1995 and is subject to a five-
year vesting schedule.
</FN>
</TABLE>
The following table sets forth information regarding the
number and potential value at the end of the year of options held
by the Company's Chief Executive Officer, Thad R. Bowers,
excluding options held by Mr. Bowers' wife, Judith O. Bowers.
<TABLE>
<CAPTION>
Number of
Securities
Underlying Value of
Unexercised Unexercised
Options Options
at Year End at Year End(1)
-------------------------- ------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- --------------
<S> <C> <C> <C>
4,492 17,968 $14,599 $58,396
<FN>
_____________
(1) Based on $17.25 closing sale price of shares on December 31,
1996 as reported on Nasdaq.
</FN>
</TABLE>
DIRECTOR COMPENSATION
Fees. The Bank's directors receive fees of $400 per monthly
meeting attended, $100 per executive committee meeting attended
and a retainer of $1,000 per quarter. Mr. Wohlford, as Chairman
of the Board, receives an additional $300 per month. For fiscal
1996, the Bank's directors' fees totaled $55,200. Directors do
not receive additional fees for service on the Company's Board of
Directors.
Deferred Compensation Plan. The Bank's Board of Directors
has established a deferred compensation plan (the "Deferred
Compensation Plan") for the benefit of members of the Bank's
Board of Directors, its President and such other executive
officers of the Bank as the Board of Directors may select for
participation. Pursuant to the terms of the Deferred
Compensation Plan, directors may elect to defer the receipt of
all or part of their future fees, and eligible
-5-<PAGE>
<PAGE>
officers may elect to defer receipt of up to 25% of their future
compensation. Deferred amounts will be credited to a bookkeeping
account in the participant's name, which will also be credited
quarterly with the investment return which would have resulted if
such deferred amounts had been invested, based upon the
participant's choice, between either Common Stock or the Bank's
highest annual rate of interest on certificates of deposit,
regardless of their term. Participants may determine the time
and form of benefit payments, and may cease future deferrals any
time.
EMPLOYMENT AGREEMENTS
The Company and the Bank have entered into employment
agreements with Thad R. Bowers, President and Chief Executive
Officer of the Bank and the Company. In such capacities, Mr.
Bowers is responsible for overseeing all operations of the Bank
and the Company and for implementing the policies adopted by the
Board of Directors. Such Boards believe that the agreements
assure fair treatment of Mr. Bowers in relation to his career
with the Company and the Bank by assuring him of some financial
security. The agreements have been approved by the Office of
Thrift Supervision ("OTS").
The agreements provide for terms of three years, with an
annual base salary currently equal to $110,000 per year. On each
anniversary date of the agreements, the Board will duly consider
and determine whether to extend the term of employment under the
agreements, and Mr. Bowers' term of employment under the
agreements may be extended to up to thirty-six months, upon a
determination by the Boards of Directors that the performance of
Mr. Bowers has met the required performance requirements and
standards and that such agreements should be extended. The
agreements provide Mr. Bowers with a salary review by the Boards
of Directors not less often than annually, as well as inclusion
in any discretionary bonus plans, retirement and medical plans,
customary fringe benefits and vacation and sick leave. The
agreements will terminate upon Mr. Bowers' death or disability
and are terminable for "just cause" as defined in the agreements.
In the event of termination for just cause, no severance benefits
are available. If the Company or the Bank terminates Mr. Bowers
without just cause, he will be entitled to a continuation of his
salary and benefits from the date of termination through the
remaining term of the agreements (but not in an aggregate amount
in excess of three times his five years' average annual
compensation). If the agreements are terminated due to Mr.
Bowers' disability (as defined in the agreement), his salary and
benefits will terminate. In the event of Mr. Bowers' death
during the term of the agreements, his estate will be entitled to
receive his salary through the end of the month in which his
death occurs. Severance benefits payable to Mr. Bowers will be
paid in a lump sum or in installments, as he elects. Mr. Bowers
is able to terminate the agreements voluntarily by providing 60
days' written notice to the Boards of Directors of the Bank and
the Company, in which case he is entitled to receive only his
compensation, vested rights and benefits up to the date of
termination.
The agreements contain provisions stating that in the event
of Mr. Bowers' involuntary termination of employment in
connection with, or within one year after, any change in control
(as defined in the agreements) of the Bank or the Company, other
than for just cause or disability (as defined in the agreements),
he will be paid within 10 days of such termination an amount
equal to the difference between (i) 2.99 times his base amount
(as defined in Section 280G(b)(3) of the Internal Revenue Code)
and (ii) the sum of any other parachute payments (as defined
under Section 280G(b)(2) of the Internal Revenue Code) that he
receives on account of the change in control. Under the
agreements, control generally refers to the acquisition, by any
person or entity, of the ownership or power to vote more than 25%
of the Bank's or Company's voting stock, the control of the
election of a majority of the Bank's or the Company's directors
or the exercise of a controlling influence over the management or
policies of the Bank or the Company. In addition, under the
agreements, a change in control occurs when, during any
consecutive two-year period, directors of the Company or the Bank
at the beginning of such period ("Continuing Directors") cease to
constitute two-thirds of the Board of Directors of the Company or
the Bank, provided that a replacement director approved by a two-
thirds vote of the Continuing Directors then in office would be
considered a Continuing Director. The agreement with the Bank
provides that within five business days of a change in control
not approved by the Continuing Directors, the Bank shall fund, or
cause to be funded, a trust in the amount of 2.99 times Mr.
Bowers' base amount, that will be used to pay the amounts owed to
him upon termination other than for just cause within one year
after the change in control. The amount to be paid to Mr. Bowers
from this trust upon his termination is determined according to
the procedures outlined in the agreement with the Bank, and any
money not paid to him is returned to the Bank. The agreements
also provide for a similar lump sum payment to be made in the
event of Mr. Bowers' voluntary termination of employment within
one year
-6-<PAGE>
<PAGE>
following a change in control upon the occurrence, or within 90
days thereafter, of certain specified events following the change
in control which have not been consented to in writing by him,
including (i) the requirement that he perform his principal
executive functions more than 35 miles from the Bank's current
primary office, (ii) a reduction in his base compensation as then
in effect, (iii) the failure of the Company or the Bank to
maintain existing or substantially similar employee benefit
plans, including material vacation, fringe benefits, stock option
and retirement plans, (iv) the assignment to him of duties and
responsibilities which are other than those normally associated
with his position with the Bank, (v) a material reduction in his
authority and responsibility, and (vi) the failure to re-elect
him to the Company's or the Bank's Board of Directors. The
aggregate payments that would be made to Mr. Bowers assuming his
termination of employment under the foregoing circumstances at
December 31, 1996 would have been approximately $329,000. In the
event of a change in control, the term of the agreements would be
automatically extended to a full thirty-six months. These
provisions may have an anti-takeover effect by making it more
expensive for a potential acquiror to obtain control of the
Company. If Mr. Bowers were to prevail over the Company and the
Bank in a legal dispute with respect to the agreements, he may be
reimbursed for his legal and other expenses.
In addition to the agreements described above, the Bank has
entered into a supplemental executive retirement agreement with
Mr. Bowers under which upon his termination of employment with
the Bank, for reasons other than removal for "just cause," he
will receive 10 annual payments from the Bank equal to (a) the
product of his vested percentage (14% per year of service under
the agreement, up to 100%) and 60% of his average annual
compensation (the average of the highest annual compensation for
five of the ten calendar years preceding termination) less (b)
his annual offset amount (the sum of his primary social security
benefits, one-tenth of the benefits he would receive if an award
to him under the management recognition plan appreciated with the
consumer price index and the benefits which he would receive as
an annuity under the pension plan upon his termination of
employment) and, if the Bank were to terminate Mr. Bowers'
employment without just cause or his consent, or in the event of
termination of employment in connection with a change in control
(as defined in the incentive compensation plan), then Mr. Bowers'
vested percentage would be 100%, and the present value of the
benefits payable to him would be paid within 10 days of
termination of employment or within 10 days following a change in
control, if earlier.
TRANSACTIONS WITH MANAGEMENT
The Bank offers loans to its directors, officers and
employees. These loans are made in the ordinary course of
business with the same collateral, interest rates and
underwriting criteria as those of comparable transactions
prevailing at the time and do not involve more than the normal
risk of collectibility or present other unfavorable features.
The Bank has contracted with BurWil Construction, the
President of which serves on the Board of Directors of the
Company and the Bank, to perform various remodeling and repair
services on the Bank's properties in recent years. In 1996 the
company received $117,000 of revenues in connection with
remodeling, minor repairs and routine maintenance for the Bank.
It is anticipated that the company may continue to perform
comparable remodeling, repair, maintenance or other construction
services for the Company and the Bank in the future.
OTHER MATTERS
The Board of Directors is not aware of any business to come
before the Annual Meeting other than those matters described
above in this proxy statement. However, if any other matters
should properly come before the Annual Meeting, it is intended
that proxies in the accompanying form will be voted in respect
thereof in accordance with the determination of a majority of the
Board of Directors.
MISCELLANEOUS
The cost of soliciting proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them
in sending proxy materials to the beneficial owners of Common
Stock. In addition to solicitations by mail, directors, officers
and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional
compensation.
-7-<PAGE>
<PAGE>
The Company's annual report to stockholders, including
financial statements, is being mailed to all stockholders of
record as of the close of business on the Record Date. Any
stockholder who has not received a copy of such annual report may
obtain a copy by writing to the Secretary of the Company. Such
annual report is not to be treated as a part of the proxy
solicitation material or as having been incorporated herein by
reference.
Crisp Hughes & Co., L.L.P., which was the Company's
independent auditor for the 1996 fiscal year, has been retained
by the Board of Directors to be the Company's auditors for the
1997 fiscal year. No representative of Crisp Hughes & Co.,
L.L.P. is expected to be present at the Annual Meeting.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy
materials for next year's Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be
received at the Company's main office at 310 State at Edgemont,
Bristol, Tennessee 37620, no later than December 31, 1997. Any
such proposal shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Brenda N. Baer
BRENDA N. BAER
SECRETARY
Bristol, Tennessee
April 30, 1997
FORM 10-KSB
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1996 AS FILED WITH THE SEC WILL BE
FURNISHED WITHOUT CHARGE TO EACH STOCKHOLDER AS OF THE RECORD
DATE UPON WRITTEN REQUEST TO JUDITH O. BOWERS, INVESTOR RELATIONS
OFFICER, OR A. JOSEPH VANCE, II, ASSISTANT TREASURER, TWIN CITY
BANCORP, INC., 310 STATE AT EDGEMONT, BRISTOL, TENNESSEE 37620.
-8-<PAGE>
<PAGE>
REVOCABLE PROXY
TWIN CITY BANCORP, INC.
Bristol, Tennessee
ANNUAL MEETING OF STOCKHOLDERS
May 23, 1997
The undersigned hereby appoints Louis H. Phetteplace and Sid
Oakley, with full powers of substitution, to act as proxies for
the undersigned, to vote all shares of Common Stock of Twin City
Bancorp, Inc. which the undersigned is entitled to vote at the
annual meeting of stockholders, to be held at the main office of
Twin City Federal Savings Bank, 310 State at Edgemont, Bristol,
Tennessee on Friday, May 23, 1997 at 4:00 p.m., and at any and
all adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as director of the
nominee listed below (except as
marked to the contrary below). [ ] [ ]
Paul R. Wohlford
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR THE LISTED
NOMINEE, INSERT THE NOMINEE'S NAME ON THE LINE PROVIDED
BELOW.
_________________________________
The Board of Directors recommends a vote "FOR" the
proposition listed above.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEE FOR DIRECTOR
SET FORTH ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE
ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE
BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF
TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR
WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT
SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
annual meeting or at any adjournment thereof and after notifica-
tion to the Secretary of the Company at the annual meeting of the
stockholder's decision to terminate this proxy, then the power of
said attorneys and proxies shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of notice of the annual meeting, a
proxy statement dated April 30, 1997 and an annual report to
stockholders.
Dated: _______________________, 1997
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in
which this form of proxy was mailed. When signing as attorney,
executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN
THE ACCOMPANYING POSTAGE-PREPAID ENVELOPE.
</TEX>
