<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 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)
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>
[LETTERHEAD]
April 22, 1998
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 22, 1998 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 22, 1998
________________________________________________________________
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 22, 1998 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 two directors 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 9, 1998 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 22, 1998
________________________________________________________________
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 22, 1998
________________________________________________________________
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 22, 1998 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 22, 1998.
________________________________________________________________
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 9, 1998 (the "Record Date") are entitled to one vote for
each share then held. At the Record Date, the Company had
1,257,627 shares of common stock, par value $1.00 per share (the
"Common Stock"), issued and outstanding, of which 1,257,389
shares were entitled to vote at the Annual Meeting. 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 75,466 (1) 6.0%
Robert L. and Elinor M. Baker
4892 Weaver Pike
Bluff City, Tennessee 37618 126,000 10.0%
Thad R. Bowers and Judith O. Bowers
14 Yorkshire
Bristol, Tennessee 37620 98,996 (2) 7.7%
All directors and executive officers
as a group (12 persons) 338,421 (3) 25.4%
<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 32,342 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 26,277 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 17,520 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 73,214
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 48,520 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; excludes
approximately 2,041 shares that had been acquired by the Bank's defined
contribution thrift plan since December 31, 1997 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 William C. Burriss,
Jr. and Louis H. Phetteplace to serve as directors for terms of
three and one years, respectively. The nominees are currently
members of the Board, and Mr. Phetteplace will retire next year
when he reaches the mandatory retirement age under Article III,
Section 15 of the Company's Bylaws. Under Tennessee law,
directors are elected by a plurality of all votes cast at a
meeting at which a quorum is present. If the nominees are
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 nominees 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 1997 the Bank(1) to Expire Record Date(2) of Class
- ---- ------------ ----------- --------- -------------- --------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEE FOR TERM TO EXPIRE IN 2001
William C. Burriss, Jr. 56 1985 1998 51,743 4.1%
BOARD NOMINEE FOR TERM TO EXPIRE IN 1999
Louis H. Phetteplace 69 1961 1998 15,293 1.2%
DIRECTORS CONTINUING IN OFFICE
Thad R. Bowers 60 1982 1999 98,966 (3) 7.7%
Sid Oakley 51 1987 1999 16,208 1.3%
Paul R. Wohlford 58 1990 2000 15,310 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 26,277, 4,043, 4,043, 4,043 and 4,043
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
17,520 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.
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.
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.
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, 1997, 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, 1997 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 1997 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 1997, included
Directors Burriss, Oakley, Phetteplace and Wohlford. This
committee reviews the performance of the Bank's officers and met
once in fiscal 1997.
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, 1997, 1996
and 1995 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>
1997 $114,400 $30,674 $14,952 $ -- --
1996 110,000 22,494 21,512 -- --
1995 95,069 27,808 21,215 152,728 (2) 33,690 (3)
<FN>
_____________
(1) For 1997, consists of directors' fees ($8,800), salary for services as
President of a subsidiary of the Bank ($1,800) and matching contribution
to defined contribution thrift plan ($4,352).
(2) Based on the 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; reflects a three-for-two stock split in the form of a 50% stock
dividend effective on September 8, 1997.
</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>
13,476 20,214 $83,147 $124,720
<FN>
_____________
1 Based on $15.50 closing sale price of shares on December 31,
1997 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 1997, the Bank's directors' fees totaled $54,000.
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 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.
-5-<PAGE>
<PAGE>
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 $114,400 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 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
-6-<PAGE>
<PAGE>
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,
1997 would have been approximately $342,000. 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,
except the Bank offers a one-percent discount on interest rates
and origination fees, and waives indirect origination costs, on
loans to directors, officers and employees.
<TABLE>
<CAPTION>
Then Highest Balance at
Loan Effective Original Maturity Balance December 31,
Name Rate Rate Term Date in 1997 1997
- ---- ------ ---------- --------- --------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Thad & Judy Bowers 6.000% 7.000% 15 years 10-01-12 $165,000 $160,035
Robert C. Glover 5.875% 6.875% 13 years 11-01-10 58,500 57,948
Michael H. Phipps 6.375% 7.375% 30 years 11-01-27 96,000 95,911
A. Joseph Vance, II 6.875% 7.875% 30 years 07-01-27 62,750 62,005
John M. Wohlford 5.875% 6.875% 15 years 01-01-13 67,500 67,500
</TABLE>
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 1997 the
company received $745,000 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.
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Securities
Exchange Act of 1934, as amended, the Company's directors and
executive officers, and persons who own more than ten percent of
the outstanding Common Stock, are required to file reports
detailing their ownership and changes of ownership in such
Common Stock, and to furnish the Company with copies of all such
reports. Based solely on the Company's review of ownership
reports received prior to the Record Date, or written
representations from reporting persons that no annual report of
change in beneficial ownership is required, the Company believes
that all directors, executive officers and stockholders owning
in excess of ten percent of the Common Stock have complied with
the reporting requirements for the 1997 fiscal year, except for
Senior Vice President Robert C. Glover, who inadvertently filed
a Form 4 late in connection with a sale transaction.
-7-<PAGE>
<PAGE>
________________________________________________________________
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.
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 Evans LLP, which was the Company's
independent auditor for the 1997 fiscal year, has been retained
by the Board of Directors to be the Company's auditors for the
1998 fiscal year. No representative of Crisp Hughes Evans LLP
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 23, 1998. 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 22, 1998
________________________________________________________________
FORM 10-KSB
________________________________________________________________
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR
THE FISCAL YEAR ENDED DECEMBER 31, 1997 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION 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>
[X]PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE TWIN CITY BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1998
The undersigned hereby appoints Sid Oakley and Paul R. Wohlford,
with full powers of substitution, to act as proxies for the
undersigned, to vote all shares of common stock of Twin City
Bancorp, Inc. (the "Company") which the undersigned is entitled
to vote at the annual meeting of stockholders (the "Annual
Meeting"), to be held at the main office of Twin City Federal
Savings Bank, 310 State at Edgemont, Bristol, Tennessee on
Friday, May 22, 1998 at 4:00 p.m., and at any and all
adjournments thereof, as follows:
<TABLE>
<CAPTION>
WITH-
FOR HOLD EXCEPT
<S> <C> <C> <C>
1. The election as directors of all
nominees listed (except as marked
to the contrary below):
William C. Burriss, Jr. [ ] [ ] [ ]
Louis H. Phetteplace [ ] [ ] [ ]
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY LISTED NOMINEE, MARK "EXCEPT" AND WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
___________________________________________
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED
NOMINEES.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE LISTED NOMINEES. 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 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.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Please be sure to sign and date this proxy in the box below
Date_________________________
_____________________________ _____________________________
Stockholders sign above. Co-holder (if any) sign above.
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after
notification 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 22, 1998 and an annual report to
stockholders.
Please sign exactly as your name appears on this proxy card.
When signing as attorney, executor, administrator, trustee or
guardian, please give your full title.
If shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY TODAY
