GILMER FINANCIAL SERVICES, INC.
September 29, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Gilmer Financial
Services, Inc., I cordially invite you to attend the Annual Meeting of
Stockholders. The meeting will be held at 4:00 p.m. on October 22, 1998 at
Gilmer Savings Bank FSB, located at 218 West Cass Street, Gilmer, Texas.
In addition to the annual stockholder vote on corporate business items,
the meeting will include management's report to you on Gilmer Financial
Services, Inc.'s 1998 financial and operating performance.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. Stockholders are being asked to consider
and vote upon the proposals to elect two directors to the Board and ratify the
appointment of Henry & Peters, P.C. as auditors for the Company for the fiscal
year ending June 30, 1999. Your Board of Directors unanimously recommends that
you vote for each of the proposals.
I encourage you to attend the meeting in person. Whether or not you
attend the meeting, I hope that you will read the enclosed Proxy Statement and
then complete, sign and date the enclosed proxy card and return it in the
postage prepaid envelope provided. This will save Gilmer Financial Services,
Inc. additional expense in soliciting proxies and will ensure that your shares
are represented. Please note that you may vote in person at the meeting even if
you have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
Gary P. Cooper
President and Chief Executive Officer
<PAGE>
GILMER FINANCIAL SERVICES, INC.
218 West Cass Street
Gilmer, Texas 75644
(903) 843-5525
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 22, 1998
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Gilmer Financial Services, Inc. (the "Company") will be held at
Gilmer Savings Bank FSB, located at 218 West Cass Street, Gilmer, Texas at 4:00
p.m., Gilmer, Texas time, on October 22, 1998.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company;
2. The ratification of the appointment of Henry & Peters, P.C. as the
auditors of the Company for the fiscal year ending June 30, 1999;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on September 15, 1998
are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed form of proxy,
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed envelope. The proxy will not be used if you attend and vote at
the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Gary P. Cooper
President and Chief Executive Officer
Gilmer, Texas
September 29, 1998
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED WITHIN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
Gilmer Financial Services, Inc.
218 West Cass Street
Gilmer, Texas 75644
(903) 843-5525
ANNUAL MEETING OF STOCKHOLDERS
October 22, 1998
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Gilmer Financial Services, Inc. (the
"Company"), the parent company of Gilmer Savings Bank FSB ("Gilmer Savings" or
the "Bank"), of proxies to be used at the Annual Meeting of Stockholders of the
Company (the "Meeting") which will be held at Gilmer Savings Bank FSB, located
at 218 West Cass Street, Gilmer, Texas on October 22, 1998, at 4:00 p.m.,
Gilmer, Texas time, and all adjournments of the Meeting. The accompanying Notice
of Annual Meeting and this Proxy Statement are first being mailed to
stockholders on or about September 29, 1998.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of two directors and the appointment of Henry &
Peters, P.C. as auditors for the Company.
Vote Required and Proxy Information
All shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the director nominees and
the proposal set forth in this Proxy Statement. The Company does not know of any
matters, other than as described in the Notice of Annual Meeting, that are to
come before the Meeting. If any other matters are properly presented at the
Meeting for action, the persons named in the enclosed form of proxy and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. The ratification of the appointment of Henry & Peters,
P.C. as auditors requires the affirmative vote of a majority of shares present
in person or represented by proxy at the Meeting and entitled to vote on the
matter. Proxies marked to abstain with respect to a proposal have the same
effect as votes against the proposal. Broker non-votes have no effect on the
vote. One-third of the shares of the Common Stock, present in person or
represented by proxy, shall constitute a quorum for purposes of the Meeting.
Abstentions and broker non-votes are counted for purposes of determining a
quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Secretary,
Gilmer Financial Services, Inc., 218 West Cass Street, Gilmer, Texas 75644.
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on September 15,
1998 will be entitled to one vote for each share of Common Stock then held. As
of that date, the Company had 191,258 shares of Common Stock issued and
outstanding. The following table sets forth information regarding share
ownership of those persons or entities known by management to beneficially own
more than five percent of the Common Stock and all directors and executive
officers of the Company and the Bank as a group.
1
<PAGE>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
---------------- ----- --------
Gilmer Savings Bank FSB Employee Stock Ownership Plan 15,660(1) 8.19%
218 West Cass Street
Gilmer, Texas 75644
M. Vance Gorman, Chairman of the Board 10,821 5.66
of the Company and the Bank
Gary P. Cooper, President and Chief Executive Officer 13,730 7.18
of the Company and the Bank
Steven W. Sansom, Director 12,521 6.55
of the Company and the Bank
Tedd R. Austin, Director 10,821 5.66
of the Company and the Bank
Lance S. Gad(2) 10,000 5.23
1250 Fence Row Drive
Fairfield, Connecticut 06430
Ross L. Haberman(3) 11,500 6.01
120 Broadway, 7th Floor
New York, New York 10271
Tommy Smith 10,000 5.23
P.O. Box 1304
Gilmer, Texas 75644
Estate of F.L. Garrison 11,369 5.94
Gilmer, Texas 75644
Directors and executive officers of the Company 70,491(5) 36.86
and the Bank, as a group (9 persons)
- ------------------------
(1) The amount reported represents shares held by the Employee Stock
Ownership Plan ("ESOP"), 6,470 of which have been allocated to accounts
of participants. First Bankers Trust Company, N.A., Quincy, Illinois,
the trustee of the ESOP, may be deemed to beneficially own the shares
held by the ESOP which have not been allocated to accounts of
participants. Participants in the ESOP are entitled to instruct the
trustee as to the voting of shares allocated to their accounts under
the ESOP. Unallocated shares held in the ESOP's suspense account or
allocated shares for which no voting instructions are received are
voted by the trustee in the same proportion as allocated shares voted
by participants.
(2) The above information regarding beneficial ownership by Lance S. Gad is
as reported by him in a statement dated February 23, 1995 on Schedule
13D under the Securities Exchange Act of 1934. Mr. Gad reported sole
voting and dispositive power of 10,000 shares.
(3) The above information regarding beneficial ownership by Ross Haberman
is as reported by him in a statement dated June 25, 1997 on Schedule
13D under the Securities Exchange Act of 1934. Mr. Haberman reported
sole voting and dispositive power of 11,500 shares.
(4) Amount includes shares held directly, as well as an aggregate of 1,761
shares which such directors and officers have the right to acquire
pursuant to options granted under the Company's 1995 Stock Option and
Incentive Plan ("Stock Option Plan") which will vest within 60 days of
September 15, 1998, an aggregate of 704 shares of restricted stock
which have been awarded to individual officers and directors under the
Company's Recognition and Retention Plan ("RRP") which will vest within
60 days, 4,056 shares allocated under the Company's ESOP, shares held
jointly with family members, shares held in retirement accounts, shares
held in a fiduciary capacity or by certain family members, with respect
to which shares the group members may be deemed to have sole voting
and/or investment power. Excludes an aggregate of 3,522 shares which
directors and officers will have the right to acquire pursuant to
options granted under the Company's Stock Option Plan, subject to
vesting provisions in equal annual installments over a five-year period
which commenced in October 1996 and an aggregate of 2,368 shares which
have been awarded to directors and officers under the Company's RRP,
subject to vesting provisions in equal annual installments over a
five-year period which commenced in October 1996.
2
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of seven
members, each of whom is also a director of the Bank. The Directors are divided
into three classes. Directors of the Company are generally elected to serve for
a three-year term which is staggered to provide for the election of
approximately one-third of the directors each year.
The following table sets forth certain information regarding the
Company's Board of Directors, including their terms of office and nominees for
election as directors. It is intended that the proxies solicited on behalf of
the Board of Directors (other than proxies in which the vote is withheld as to
the nominee) will be voted at the Meeting for the election of the nominee
identified in the following table. If any nominee is unable to serve, the shares
represented by all such proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why either nominee might be unable to serve, if
elected. Except as described herein, there are no arrangements or understandings
between any director or nominee and any other person pursuant to which such
director or nominee was selected.
<TABLE>
<CAPTION>
Shares of
Common
Stock
Term Beneficially Percent
Director to Owned at of
Name Age Position(s) Held in the Company Since(1) Expire 9/15/98(2) Class
- ------------------------ --- -------------------------------------- --------- -------- ---------- ------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Royce L. Hudgins 77 Director 1950 2001 3,321 1.74
Donald G. Bethard 53 Director 1998 2001 7,500 3.92
DIRECTORS CONTINUING IN OFFICE
M. Vance Gorman 77 Chairman of the Board 1973 1999 10,821 5.66
Paul D. Williams 52 Director 1986 1999 8,821 4.61
Gary P. Cooper 45 President and Chief Executive Officer 1985 2000 13,730 7.18
and Director
Tedd R. Austin 64 Director 1987 2000 10,821 5.66
Steven W. Sansom 48 Director 1991 2000 12,521 6.55
</TABLE>
(1) Includes service as a director of the Bank.
(2) Includes shares held directly, as well as shares subject to options
granted under the Company's Stock Option Plan which will vest within 60
days, shares of restricted stock which have been awarded under the
Company's RRP which will vest within 60 days, shares allocated under
the Company's ESOP, shares held in retirement accounts, held by certain
members of the named individuals' families, or held by trusts of which
the named individual is a trustee or substantial beneficiary, with
respect to which shares the named individuals may be deemed to have
sole voting and investment power. Excludes shares which directors and
officers will have the right to acquire pursuant to options granted
under the Company's Stock Option Plan, subject to vesting provisions in
equal annual installments over a five-year period which commenced in
October 1996 and shares which have been awarded to directors and
officers under the Company's RRP, subject to vesting provisions in
equal annual installments over a five-year period which commenced in
October 1996.
The business experience of each director and director nominee is set
forth below. All directors have held their present positions for at least the
past five years, except as otherwise indicated.
Royce L. Hudgins. Mr. Hudgins is the owner of a retail store
specializing in the retail sale of men and women's clothing located in Gilmer,
Texas.
M. Vance Gorman. Mr. Gorman is the Chairman of the Board of the
Company, a position he has held since its formation in September of 1994. Prior
to his retirement in 1984, Mr. Gorman served as Manager and Executive Vice
President of the Bank beginning in 1971.
Paul D. Williams. Mr. Williams is currently employed as Vice President
with Gilmer Lumber Company, Inc., a family lumber business, a position he has
held since 1975.
3
<PAGE>
Gary P. Cooper. Mr. Cooper is currently serving as President of the
Company and the Bank, positions he has held since September 1994 and 1985,
respectively. Prior to joining the Bank as Manager in 1985, Mr. Cooper served as
a Vice President - Loan Officer at Interfirst Bank of Irving. Mr. Cooper began
his career in 1975 at Citizens First National Bank of Tyler and subsequently
moved to East Texas Savings & Loan of Tyler where he was promoted to Manager of
the South Tyler branch prior to joining Interfirst Bank of Irving.
Tedd R. Austin. Mr. Austin currently works in the automotive field and
is associated with his family business; which includes a used car dealership and
an automobile repair business.
Steven W. Sansom. Mr. Sansom is the part owner of four funeral homes,
two located in Gilmer, Texas and two in Gladewater, Texas.
Donald G. Bethard. Mr. Bethard is part-owner of three pharmacies, one
located in Gilmer, Texas, one located in Longview, Texas, and one in Hughes
Springs, Texas. Mr. Bethard is also a part-owner in MedShop Total Care.
Board of Directors' Meetings and Committees
Board and Semi-Annual Committee Meetings of the Company. Meetings of
the Corporation's Board of Directors are held on a semi-annual basis. The Board
of Directors met three times during the fiscal year ended June 30, 1998. During
fiscal 1998, no incumbent director of the Company attended fewer than 75% of the
aggregate of the total number of Board Meetings and the total number of meetings
held by the committees of the Board of Directors on which he served. Directors
are not paid for Board or Committee meetings attended.
The Board of Directors of the Company has standing Audit and
Compensation Committees.
The Audit Committee recommends independent auditors to the Board and
reviews the results of the auditors' services. The members of the Audit
Committee are Directors Austin, Williams and Gorman. In fiscal 1998, this
committee did not meet.
The Compensation Committee is composed of Directors Austin and Sansom.
The Compensation Committee is responsible for administering the Corporation's
1995 Stock Option Plan and Recognition and Retention Plan. The Compensation
Committee met one time in fiscal 1998.
Board and Committee Meetings of the Bank. Meetings of the Bank's Board
of Directors are generally held on a monthly basis. The Board of Directors of
the Bank held 12 meetings during the year ended June 30, 1998. No incumbent
director attended fewer than 75% of the total number of meetings held by the
Board of Directors and by all committees of the Board of Directors on which he
served during the year.
The Board of Directors of the Bank has standing Executive and Loan, and
Audit Committees.
The Executive and Loan Committee generally acts in lieu of the full
Board of Directors between board meetings and ratifies all loans made by the
Bank. This committee is comprised of President Cooper and Directors Austin and
Sansom. This committee generally meets on an as needed basis and met 14 times
during fiscal 1998.
The Audit Committee is responsible for setting policies with regard to
internal controls and outside audits. In addition, the Audit Committee reviews
the reports of the Bank's independent auditors and regulators and makes
recommendations to the Board of Directors. This committee is comprised of
Directors Austin, Williams and Gorman. The Audit Committee is scheduled to meet
on an as needed basis and met once during fiscal 1998.
During fiscal 1998, the entire Executive Committee of the Bank
functioned as a compensation committee. Mr. Cooper, who is the President of the
Bank, did not participate in any deliberations regarding his compensation.
4
<PAGE>
Director Compensation
The Directors of the Company are not paid for their service in such
capacity. Directors of the Bank are currently paid fees of $750 per month.
Directors of the Bank also receive $100 per month for service on the Board's
Executive Committee.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. The Company does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the operation
or acquisition of businesses other than the Bank.
The following table sets forth information concerning the compensation
paid or accrued by the Bank for services rendered by the Bank's Chief Executive
Officer.
<TABLE>
<CAPTION>
Summary Compensation Table
- ------------------------------------------------------------------------------------------------------------
Long-Term
Annual Compensation Compensation Awards
- ----------------------------------------------------------------- ---------------------------
Restricted All Other
Fiscal Salary(1) Bonus Stock Options/ Compensation
Name and Principal Position Year ($) ($) Award ($) SARs (#) ($)(4)
--------------------------- ---- --- --- --------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Gary P. Cooper, President and 1998 $89,650 $17,384 $ -- $ -- $6,488
Chief Executive Officer 1997 87,675 16,950 -- -- 6,516
1996 79,650 13,320 21,527(2) 4,893(3) 5,749
============================================================================================================
</TABLE>
(1) Includes $10,700, $10,950 and $10,950 in board fees paid in fiscal
1998, 1997 and 1996, respectively.
(2) Represents the dollar value, as of June 30, 1996, of 1,957 shares of
the Company's Common Stock awarded to Mr. Cooper, pursuant to the
Company's RRP, based on the last trade sales price of $11.00 per share
of the Company's Common Stock as reported on the National Daily
Quotation Service or the "pink sheets" by the National Quotation Bureau
as of June 30, 1996. The shares of restricted stock vest in equal
annual installments over a five year period commencing in October 1996.
(3) Represents an option to purchase shares of Common Stock awarded under
the Company's 1995 Stock Option and Incentive Plan. The options vest in
equal annual installments over a five year period commencing in October
1996.
(4) Includes $5,352, $5,231 and $4,464 for contribution under the Bank's
Profit Sharing Plan for fiscal 1998, 1997 and 1996, respectively and
$1,136, $1,285 and $1,285 for insurance premiums paid by the Company
with respect to a term life insurance policy for Mr. Cooper's benefit
for fiscal 1998, 1997 and 1996, respectively.
No stock options or stock appreciation rights ("SAR's") were granted
during fiscal 1998.
5
<PAGE>
The following table provides information as to stock options exercised
by the Company's Chief Executive Officer at June 30, 1998 and the value of
in-the-money options held by the Company's Chief Executive Officer.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- --------------------------------------------------------------------------------------------------------------------------------
Number of Value of
Shares Securities Underlying Unexercised
Acquired Value Unexercised In-the-Money
on Exercise Realized Options/SARs at Options/SARs at
Name (#) ($) FY-End (#)(1) FY-End ($)(2)
Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gary P. Cooper --- -- 2,936 1,957 $19,818 $13,210
================================================================================================================================
</TABLE>
- ----------------
(1) Represents an option to purchase Common Stock awarded to the Company's
Chief Executive Officer.
(2) Represents the aggregate market value (market price of the Common Stock
less the exercise price) of in-the-money options granted based upon the
last trade sales price of $17.25 per share of the Company's Common
Stock as reported on the National Daily Quotation Service or the "pink
sheets" by the National Quotation Bureau as of June 30, 1998.
Employment Agreement
The Bank has entered into an employment agreement with President
Cooper. The employment agreement is designed to assist the Bank in maintaining a
stable and competent management team. The continued success of the Bank depends
to a significant degree on the skills and competence of its officers. This
agreement has been approved by the Office of Thrift Supervision ("OTS"). The
employment agreement provides for an annual base salary in an amount not less
than the employee's current salary and an initial term of three years. The
agreement provides for extensions of one year, in addition to the then-remaining
term under the agreement, on each anniversary of the effective date of the
agreement at the sole discretion of the Board of Directors of the Bank. The
agreement provides for termination upon the employee's death, for cause or in
certain events specified by OTS regulations. The employment agreements are
terminable by the employee upon 90 days' notice to the Bank.
The employment agreement provides for continued health benefits for the
remaining term of the agreement and payment to the employee of 299% of the
employee's base amount of compensation in the event there is a "change in
control" of the Bank where employment terminates involuntarily in connection
with such change in control or within 12 months thereafter. This termination
payment is subject to reduction in order to avoid certain adverse tax
consequences. For the purposes of the employment agreement, a "change in
control" is defined as including any event which would require the filing of an
application for acquisition of control or notice of change in control pursuant
to 12 C.F.R. Section 574.3 or 4. Such events are generally triggered prior to
the acquisition or control of 10% of the Common Stock. The agreement guarantees
participation in an equitable manner in employee benefits applicable to
executive personnel.
Based on his current salary, if Mr. Cooper's employment had been
terminated as of June 30, 1998, under circumstances entitling him to severance
pay as described above, he would have been entitled to receive a lump sum cash
payment of approximately $302,899.
Certain Transactions
The Bank has followed a policy of granting loans to eligible directors,
officers, employees and members of their immediate families for the financing of
their personal residences. All such loans to directors and executive officers
are required to be made in the ordinary course of business and on the same
terms, including collateral and interest rates, as those prevailing at the time
for comparable transactions and do not involve more than the normal risk of
collectibility.
6
<PAGE>
At June 30, 1998, the Bank's loans to directors, executive officers, employees
and members of their immediate families totaled $798,000, which was 21.0% of the
Company's stockholders' equity at that date. There were no loans outstanding to
any director, executive officer or their affiliates at preferential rates or
terms which in the aggregate exceeded $60,000 during the year ended June 30,
1998. All loans to directors and officers were performing in accordance with
their terms at June 30, 1998.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Henry & Peters,
P.C., independent accountants, to be the Company's auditors for the fiscal year
ending June 30, 1999. Representatives of Henry & Peters, P.C. are expected to
attend the Meeting to respond to appropriate questions and to make a statement
if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF HENRY & PETERS, P.C. AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1999.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next annual meeting of stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's office located at 218
West Cass Street, Gilmer, Texas 75677, no later than June 1, 1999. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934, as amended. Otherwise, any shareholder
proposal to take action at such meeting must be received at the Company's office
located at 218 West Cass Street, Gilmer, Texas 75677 by September 23, 1999;
provided, however, that in the event that less than 40 days' notice of the date
of the meeting is given, such proposal must be received by the tenth day
following the day on which notice of the date of the annual meeting was mailed
or public announcement of the date of such meeting was first made. All
shareholder proposals must also comply with the Company's bylaws and Delaware
law.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of 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 solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
Gilmer, Texas
September 29, 1998
7
<PAGE>
GILMER FINANCIAL SERVICES, INC.
ANNUAL MEETING OF STOCKHOLDERS
October 22, 1998
The undersigned hereby appoints the Board of Directors of Gilmer Financial
Services, Inc. (the "Company"), with full powers of substitution, to act as
attorneys and proxies for the undersigned to vote all shares of capital stock of
the Company which the undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Meeting") to be held at Gilmer Savings Bank FSB, located at
218 West Cass Street, Gilmer, Texas on October 22, 1998 at 4:00 p.m. and at any
and all adjournments and postponements thereof.
1. The election as director of the nominees listed below:
ROYCE L. HUDGINS /_/ FOR /_/ VOTE WITHHELD
DONALD G. BETHARD /_/ FOR /_/ VOTE WITHHELD
2. The ratification of the appointment of Henry & Peters, P.C. as auditors
for the Company for the fiscal year ending June 30, 1999.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND EACH OF THE NOMINEES
LISTED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL
BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING.
The Board of Directors recommends a vote "FOR" the
proposal and the election of the nominees
listed above.
(Continued and to be SIGNED on Reverse Side)
8
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and choose to vote at the Meeting or at
any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated:_____________________________, 1998 ___________________________
Signature of Stockholder
Please sign exactly as your
name(s) appear(s) to the
left. 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 ENCLOSED
POSTAGE-PAID ENVELOPE
