<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
FIRST COMMUNITY CORPORATION
- --------------------------------------------------------------------------------
(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> 2
FIRST COMMUNITY CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 16, 1997
The Annual Meeting of Shareholders (the "Meeting") of First Community
Corporation (the "Company") will be held at Golden Hills Golf and Country Club,
100 Scotland Drive, Lexington, South Carolina 29072 on APRIL 16, 1997, at 10:00
A.M. for the following purposes:
1. To elect five members to the Board of Directors;
2. To consider such other matters as properly may come before the
Meeting or any adjournment of the Meeting.
Only holders of record of the Company's Common Stock at the close of
business on March 3, 1997, will be entitled to notice of and to vote at the
Meeting. The stock transfer books will remain open.
A Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed. PLEASE COMPLETE, SIGN, DATE, AND RETURN THE PROXY PROMPTLY TO THE
COMPANY IN THE ENCLOSED POSTAGE-PAID REPLY ENVELOPE. This will assist us in
preparing for the Meeting.
All shareholders are cordially invited to attend the Meeting.
By Order of the Board of Directors:
------------------------------
James C. Leventis
Chairman of the Board
March 17, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING.
<PAGE> 3
FIRST COMMUNITY CORPORATION
5455 SUNSET BOULEVARD
LEXINGTON, SOUTH CAROLINA 29072
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 16, 1997
This Proxy Statement is furnished in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders (the "Meeting") of
First Community Corporation (the "Company"), the holding company for First
Community Bank, N.A. (the "Bank"), to be held on April 16, 1997, at 10:00 a.m.,
and at any adjournment thereof, for the purposes set forth in this Proxy
Statement. THE ACCOMPANYING PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE
COMPANY. The principal executive offices of the Company are located at 5455
Sunset Boulevard, Lexington, South Carolina 29072. This Proxy Statement and the
accompanying Form of Proxy were first mailed to shareholders on or about March
13, 1997.
VOTING AND REVOCABILITY OF PROXY APPOINTMENTS
The Company has fixed March 3, 1997, as the record date (the "Record
Date") for determining the shareholders entitled to notice of and to vote at the
Meeting. The Company's only class of stock is its Common Stock, par value $1.00
per share (the "Common Stock"). At the close of business on the Record Date,
there were outstanding and entitled to vote 688,077 shares of Common Stock of
the Company with each share being entitled to one vote. There are no cumulative
voting rights. A majority of the outstanding shares of Common Stock represented
at the Meeting, in person or by proxy, will constitute a quorum.
All proxies will be voted in accordance with the instructions contained
in the proxies. If no choice is specified, proxies will be voted "FOR" the
election to the Board of Directors of all the nominees listed below under
"ELECTION OF DIRECTORS", "FOR" of any other matter that may properly come before
the Meeting. Any shareholder may revoke a proxy given pursuant to this
solicitation prior to the Meeting by delivering an instrument revoking it or by
delivering a duly executed proxy bearing a later date to the Secretary of the
Company. A shareholder may elect to attend the Meeting and vote in person even
if he or she has a proxy outstanding.
Management of the Company is not aware of any other matter to be
presented for action at the Meeting other than those mentioned in the Notice of
Annual Meeting of Shareholders and referred to in this Proxy Statement. If any
other matters come before the Meeting, it is the intention of the persons named
in the enclosed Proxy to vote on such matters in accordance with their judgment.
SOLICITATION
The costs of preparing, assembling, and mailing the proxy materials and
of reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy materials to the
beneficial owners of shares held of record will be borne by the Company. Certain
officers and regular employees of the Company or the Bank, without additional
compensation, may use their personal efforts, by telephone or otherwise, to
obtain proxies in addition to this solicitation by mail.
1
<PAGE> 4
ELECTION OF DIRECTORS
The Articles and Bylaws divide the Board of Directors into three
classes of directors serving staggered three-year terms. As a result,
approximately one-third of the Board of Directors will be elected at each annual
meeting of shareholders. The current Class I directors are Michael C. Crapps,
Richard K. Bogan, M.D., Angelo L. Tsiantis, George H. Fann, Jr., D.D.S., Hinton
G. Davis, and Anita B. Easter. The current Class II directors are Robert G.
Clawson, Thomas C. Brown, Broadus Thompson, O.A. Etheridge, D.M.D., Mitchell M.
Willoughby, and W. James Kitchens, Jr. The current Class III directors are James
C. Leventis, William A. Jordan, William L. Boyd III, Loretta R. Whitehead, and
Chimin J. Chao.
The current terms of the Class III directors will expire at the
Meeting. Each of the five current Class III directors has been nominated for
reelection and will stand for election at the Meeting for a three-year term. The
terms of the Class I directors will expire at the 1998 Annual Shareholders'
Meeting and the terms of the Class II directors will expire at the 1999 Annual
Shareholders' Meeting.
The persons named as proxies in the accompanying proxy intend to vote
FOR the election of the nominees identified below to serve for a three-year
term, expiring at the 2000 Annual Meeting of Shareholders. If any nominee is
unable or fails to accept nomination or election (which is not anticipated), the
persons named in the proxy as proxies, unless specifically instructed otherwise
in the proxy, will vote for the election in his stead of such other person as
the Company's existing Board of Directors may recommend.
The directors will be elected by a plurality of the votes cast at the
Meeting. Abstentions and broker non-votes will not be considered to be either
affirmative or negative votes.
The table below sets forth certain information about the nominees,
including each nominee's age, position with the Company, and position with the
Bank. All of the nominees are currently serving as directors of the Company and
the Bank and are nominated as Class III directors of the Company.
<TABLE>
<CAPTION>
Name Age Position with the Company Position with the Bank
- ---- --- ------------------------- ----------------------
<S> <C> <C> <C>
William L. Boyd, III 71 Director Director
Chimin J. Chao 41 Director Director
William A. Jordan 41 Director Director
James C. Leventis 58 Director, Chairman of the Director, Chairman of the Board
Board
Loretta R. Whitehead 54 Director Director
</TABLE>
WILLIAM L. BOYD, III was born in Richmond, Virginia in 1924 and has
lived in Columbia, South Carolina since 1926. He served as manager of Standard
Parts Company, a division of Genuine Parts Company, from 1948 to 1975 and bought
the Columbia, Camden, and Lexington branches of the business in 1975, operating
it for a period of time under the name of NAPA Auto Parts. He sold the business
back to Genuine Parts in 1985 and resumed his job as manager until his
retirement in 1987. Mr. Boyd is a private investor, and a co-owner of Rainbow
Plantation, L.C. He attended the University of Virginia and the University of
South Carolina.
CHIMIN J. CHAO was born in Taiwan in 1955 and is now a United States
citizen residing in Lexington, South Carolina. He has been president of Chao and
Associates, Inc. in West Columbia, South Carolina, an engineering firm, since
1987. Mr. Chao is a member of the American Society of Engineers and the National
Society of Professional Engineers. He received a M.S. degree in Structural
Engineering at the University of South Carolina and holds a Professional
Engineer License in South Carolina.
WILLIAM A. JORDAN graduated from Clemson University in 1977 with an
R.P.A. degree in Resource Management and received a J.D. degree from the
University of South Carolina in 1983. He is presently a partner and co-founder
of Nelson & Jordan, P.A. in Greenville where he serves as Vice President and
Secretary. He is also a board member of City Year, a civic organization.
2
<PAGE> 5
JAMES. C. LEVENTIS was born in Columbia, South Carolina in 1938, and
received a J.D. degree and a B.S. degree in Business Administration from the
University of South Carolina. Mr. Leventis has served as Chairman of the Board
of the Company since its inception. He served as a commercial lending officer
with First National City Bank of New York from 1964 to 1968. From 1968 to 1974,
he served as the vice-president and general manager of Genway Corp., a
nationwide leasing system of General Motors dealers. From 1985 to 1988 he was
President and Chairman of Republic National Bank in Columbia. Mr. Leventis is
also past Vice Chairman of the School Board of Richland District I, a past
member and former chairman of the Richland County Council and Central Midlands
Regional Planning Council, past president of the Columbia Rotary Club and past
president of the Alumni Association of the University of South Carolina. He also
serves as president of the Parish Council, Holy Trinity Orthodox Church. He is
currently a partner in the firm of Rogers, Townsend and Thomas, P.A.
LORETTA R. WHITEHEAD is a real estate agent for RE/MAX Real Estate
Services in Columbia, South Carolina and obtained a South Carolina real estate
license in 1981. She taught full-time from 1964 through 1968 after receiving a
B.A. degree in English and Elementary Education from Columbia College in 1963.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE FIVE
NOMINEES NAMED ABOVE.
OTHER DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY AND THE BANK
The following table sets forth the name of each director whose term is
not expiring at the annual meeting and each executive officer of the Company and
the Bank, his or her age, positions held, and a brief description of his or her
principal occupation and business experience for the preceding five years. Each
of the directors has been a director of the Company and the Bank since their
formation.
<TABLE>
<CAPTION>
Name Age Position with the Company Position with the Bank
- ---- --- ------------------------- ----------------------
<S> <C> <C> <C>
Richard K. Bogan, M.D. 50 Director Director
Thomas C. Brown 38 Director Director
Robert G. Clawson 81 Director Director
Michael C. Crapps 38 Director, President, and Director, President, and
Chief Executive Officer Chief Executive Officer
Hinton G. Davis 59 Director Director
Anita B. Easter 52 Director Director
O. A. Ethridge, D.M.D. 53 Director Director
George H. Fann, Jr., D.M.D. 52 Director Director
W. James Kitchens, Jr. 35 Director Director
Broadus Thompson 63 Director Director
Angelo L. Tsiantis 66 Director Director
Mitchell M. Willoughby 49 Director Director
David K. Proctor 40 Senior Vice President/Senior Senior Vice President/Senior
Credit officer Credit Officer
Joseph G. Sawyer 46 Senior Vice President/Chief Senior Vice President/Chief
Financial Officer Financial Officer
Kay B. Stewart 39 Vice President/Support Services
and Human Resources
</TABLE>
3
<PAGE> 6
RICHARD K. BOGAN was born in Spartanburg, South Carolina in 1945, and
now lives in Columbia, South Carolina, where he has been practicing medicine
since 1978. He graduated with a B.S. degree from Wofford College in Spartanburg
in 1966 and earned an M.D. degree from the Medical College of South Carolina in
Charleston in 1970. Dr. Bogan started the Pulmonary Associates of Carolina in
1978, which has since grown to five physicians. Dr. Bogan has been president of
Bogan Consulting, Inc., a medical consulting company, since December 1992 and
holds memberships in numerous medical organizations. He has done consulting work
for managed care organizations and hospitals and has served as Medical Director
of Quality Assurance.
THOMAS C. BROWN is the president and owner of T.C.B. Enterprises of
South Carolina, Inc., a restaurant business based in Myrtle Beach. An Elder of
First Presbyterian Church in Myrtle Beach, Mr. Brown is also a member of the
Chicora Rotary Club of Myrtle Beach, the Myrtle Beach Area Hospitality
Association, and the Myrtle Beach Chamber of Commerce. Mr. Brown graduated from
Clemson University in 1981 with a B.S. degree in Civil Engineering. He was born
in Columbia, South Carolina in 1958.
ROBERT G. CLAWSON began his banking career in 1939 as a
bookkeeper/teller at The Bank of Yancyville, Yancyville, North Carolina. He
joined The Bank of Hartsville in 1947, serving as President and Chief Executive
Officer from 1961 until his retirement in 1981. He continued to serve as a
director until 1987 when the bank was merged into NCNB, now NationsBank. He
continued as an advisory director until 1989, completing fifty years of banking
in South Carolina, for which Mr. Clawson was awarded the South Carolina Bankers
Association Fifty Year Cup. Mr. Clawson also served on the board of directors of
Republic National Bank from 1989 until the bank was sold in 1994.
MICHAEL C. CRAPPS was born in 1958 and is a life-long resident of
Lexington, South Carolina. He received a B.S. degree in Economics in 1980 from
Clemson University and an M.B.A. degree from the University of South Carolina in
1984. In 1985 Mr. Crapps accepted a position at Republic National Bank in
Columbia and became president, chief executive officer, and a director of that
bank in 1993. Mr. Crapps has been responsible for all aspects of banking,
including branches, commercial banking, operations, credit administration,
accounting, human resources, and compliance. Mr. Crapps is also a graduate of
the LSU Banking School of the South. Mr. Crapps presently serves on the board of
directors of the American Cancer Society, the Greater Columbia Community
Relations Council and the Saluda Shoals Park Foundation. He has been active in
fund raising efforts on behalf of the YMCA of the Midlands and the Boy Scouts.
He is also a member of the Lexington Rotary Club.
HINTON G. DAVIS is the founder and Chief Executive Officer of Capital
City Insurance Company, Inc. and Davis Garvin Agency, Inc., an insurance company
and insurance agency, respectively. Since founding these companies in 1981, Mr.
Davis has worked as chief executive officer and primary owner of three related
insurance businesses: Southeastern Claims Services, Inc., Capital E & S Brokers,
and Charter Premium Audits. Mr. Davis is a member of the South Carolina Chamber
of Commerce, the Greater Columbia Chamber of Commerce, and the Better Business
Bureau. Mr. Davis has resided in Columbia for twenty-three years and holds a
B.B.A. degree in Insurance from the University of Georgia.
ANITA B. EASTER has been a resident of the Columbia area for over
twenty-one years. From 1987 to 1989, she was the co-owner of Anchor Continental
Inc., a manufacturer of pressure-sensitive tape products for home and industry.
Ms. Easter is presently self-employed, working for Greenleaf Enterprises, a
company involved with investing, property management, auto restoration, vintage
auto racing, antiques and collectibles. She received a B.S. degree in Nursing
from the University of South Carolina in 1978. She was chairperson of the
Greater Columbia Community Relations Council from 1993-94 and serves on the
Board of Directors of the United Way and the Greater Columbia Chamber of
Commerce.
O. A. ETHRIDGE, D.M.D. practices children's dentistry in West Columbia,
South Carolina. After graduating with a B. A. Degree in Science from Erskine
College in Due West, South Carolina in 1965, Dr. Ethridge received a D.M.D. in
1971 from the University of Louisville School of Dentistry in Louisville,
Kentucky. He became a pedodontist in 1974 after receiving a pedodontist
specialty form children's Medical Center in Dayton, Ohio. Dr. Ethridge was born
in Greenwood, South Carolina and currently resides in Lexington, South Carolina.
W. JAMES KITCHENS, JR. is an investment consultant and certified public
accountant. He received a B.S. degree in mathematics from The University of the
South in 1984 and an M.B.A. degree from Duke University in 1986. He was born in
Atlanta, George and was raised in Columbia, South Carolina where he currently
resides.
GEORGE H. FANN, JR., D.M.D. earned a B.S. degree from Clemson
University in 1966 and a D.M.D. from the University of Louisville School of
Dentistry in 1969. He currently practices dentistry in West Columbia, South
Carolina
4
<PAGE> 7
and is Vice President of the South Carolina Academy of General Dentistry and a
member of the Board of Directors of Lexington Medical Center in West Columbia,
South Carolina. Additionally, Dr. Fann presently serves as a deacon of Riverland
Hills Baptist Church.
BROADUS THOMPSON graduated from the University of North Carolina with a
B.A. degree in English in 1957. He did graduate work at Ohio State and served in
the Army Reserve from 1954-1962. He was founder and president of Colonial
Building Maintenance and Eastern Service Management Company. He served as
officer and director of Guignard Brick Works for twenty years. Presently, he is
president of Carolina Investment and Development Company (real estate
development), officer and director of GTS Associates (real estate management),
and managing partner or officer in various real estate syndications and
corporations. He is an officer and director of Federal Services, Inc., a
maintenance contractor for the federal government. He is a member of various
civic and eleemosynary organizations.
ANGELO L. TSIANTIS has been self-employed in the restaurant business
for over forty-four years and is the President and owner of Triangle City Zesto,
Inc. and Angelo's Zesto. He served in the U.S. Army for two years and attended
the University of South Carolina. Mr. Tsiantis is past district governor and
past president of Palmetto Chapter #284 of the Order of A.H.E.P.A., an
educational organization for Americans of Hellenic origin.
MITCHELL W. WILLOUGHBY has lived in Columbia, South Carolina since 1970
and is a partner of the law firm Willoughby and Hoefer, P.A. He received a B.S.
degree in 1969 from Clemson University and a J.D. degree from the University of
South Carolina in 1975, and is a member of numerous professional organizations,
including the South Carolina Trial Lawyers Association, the American Bar
Association, the American Trial Lawyers Association, and the Richland County Bar
Association.
DAVID K. PROCTOR has been Senior Vice President/Senior Credit Officer
of the Company and the Bank since the Bank opened for business. Prior to joining
the Company, he was the Vice President of credit and operations for Republic
Leasing Company from May 1994 to June 1995. From 1987 to 1994, he held various
positions with Republic National Bank, Columbia, South Carolina and most
recently was Executive Vice President and Senior Credit Officer. He is a 1979
graduate of Clemson University with a B.S. in Business Administration.
JOSEPH G. SAWYER has been Senior Vice President/Chief Financial Officer
of the Company and the Bank since the Bank opened for business. Prior to joining
the Company, he was Senior Vice President and General Auditor for the National
Bank of South Carolina. He is a 1973 graduate of The Citadel with a B.A. in
Political Science. He is a certified Public Accountant.
KAY B. STEWART has been Vice President/Support Services and Human
Resources since the Bank opened for business. Between August 1994 and August
1995 she was involved in the organization and start-up of the bank. She was
Branch Administrator for Republic National Bank, Columbia, South Carolina from
March 1990 to May 1994. She is a 1979 graduate of the University of South
Carolina with a B. S. in Business Administration.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth for the fiscal year ended December 31,
1996, the cash compensation paid or accrued by the Company and the Bank, as well
as certain other compensation paid or accrued for those years, for services in
all capacities to the chief executive officer of the Company and the Bank. No
executive officer of the Company or the Bank earned total compensation,
including salary and bonus, for the fiscal year ended December 31, 1996, in
excess of $100,000.
5
<PAGE> 8
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term All Other
Compensation Compensation
Annual Compensation Awards (1)
----------------------------------------------------------------------------
Name and Securities
Principal Underlying
Position Year Salary ($)(1) Bonus ($) Options (#)
-------- ---- ------------- --------- -----------
<S> <C> <C> <C> <C> <C>
Michael C. Crapps - 1996 $90,000 $3,263 15,000 $10,250
Director, President,
and Chief Executive Officer
1995 91,353 ------
1994 53,655 ------ ------
</TABLE>
- ----------------------
(1) Includes $1,250 club dues and an automobile allowance of $9,000.
STOCK OPTION EXERCISES AND GRANTS.
The following tables provide certain information regarding stock
options granted and exercised in the last fiscal year and the number and value
of unexercised options at the end of the fiscal year.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------------------------
% OF TOTAL POTENTIAL REALIZED VALUE AT
OPTIONS/SARS ASSUMED ANNUAL RATES OF
OPTIONS/ GRANTED TO EXERCISE STOCK PRICE APPLICATION
SARS EMPLOYEES IN OR BASE FOR OPTION TERM (1)
GRANTED FISCAL PRICE EXPIRATION -------------------------
NAME (#) YEAR ($/SHARE) DATE 5% ($) 10%($)
---------- -------- ----------- --------- --------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Michael C. Crapps 15,000 34.9% $10.00 3/04/06 $94,334 $239,061
</TABLE>
(1) The dollar gains under these columns result from calculations using the
identified growth rates and are not intended to forecast future price
appreciation of First Community Corporation common stock.
6
<PAGE> 9
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-
Underlying Unexercised the-Money Options/SARs
Shares Value Options/SARs at FY-End (#) at FY-End ($)(1)
Acquired on Realized --------------------------- --------------------------
Name Exercise (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------ ------ ---------------------------- --------------------------
<S> <C> <C> <C> <C>
Michael C. Crapps 0 0 6,000/9,000 $6,000/$9,000
</TABLE>
(1)There is a limited market for the corporation's stock. The fair value of the
stock has been estimated at $11.00 per share, which is the price most recently
paid for purchases known to management during 1996.
COMPENSATION OF DIRECTORS
At the December 17, 1996 Board of Directors meeting, the Board approved
and implemented the payment of director's fees beginning in February, 1997 for
directors of the Corporation. Fees are paid at the rate of $50.00 for attendance
at each committee meeting and $75.00 for attendance at each Board meeting.
Salaried officers do not receive these fees. There were no fees paid to
directors in 1996.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
Michael C. Crapps has entered into an employment agreement with the
Bank pursuant to which Mr. Crapps serves as the President and Chief Executive
Officer of the Bank and the Company. The agreement provides for a starting
salary of $90,000, to be reviewed by the Board of Directors at least annually
and increased at its discretion. Mr. Crapps also participates in the Bank's
management incentive program and is eligible to receive annual payments based
upon achievement criteria established by the Board of Directors. Additionally,
Mr. Crapps will participate in the Company's long-term equity incentive program
and be eligible for grants of stock options, restricted stock, and other awards
thereunder. Upon adoption of a stock option plan by the Company, Mr. Crapps was
granted an option to purchase 15,000 shares of Common Stock, exercisable at
$10.00 per share and vesting at the rate of 3,000 shares per year for five years
or until Mr. Crapps is no longer employed by the Company or the Bank, whichever
shall occur first (subject to accelerated vesting in the event of a change in
control of the Company). The options have a term of ten years. Additionally, Mr.
Crapps participates in the Bank's retirement, welfare and other benefit programs
and is entitled to a life insurance policy and reimbursement for automobile
expenses, country club dues, and travel and business expenses.
The employment agreement provides for an initial term of three years,
to be extended automatically each day for an additional day so that the
remaining term of the agreement will continue to be three years. The term may be
fixed at three years without additional extension by notice of either party to
the other.
If the Company terminates Mr. Crapps' employment without cause or if
Mr. Crapps' employment is terminated due to a sale, merger or dissolution of the
Company or the Bank, the Company will be obligated to continue his salary and
bonus for the first twelve months thereafter plus one-half of his salary and
bonus for the second twelve months thereafter. Furthermore, the Company must
remove any restrictions on outstanding incentive awards so that all such awards
vest immediately and the Company must continue to provide his life insurance and
medical benefits until he reaches the age of 65.
In addition, the employment agreement provides that following
termination of his employment with the Bank and for a period of twelve months
thereafter, Mr. Crapps may not (i) be employed in the banking business as a
director, officer at the vice-president level or higher, or organizer or
promoter of, or provide executive management services to, any financial
institution within Richland or Lexington counties, (ii) solicit major
7
<PAGE> 10
customers of the Bank for the purpose of providing financial services, or (iii)
solicit employees of the Bank for employment.
James C. Leventis has entered into an employment agreement with the
Bank pursuant to which Mr. Leventis serves as the Chairman of the Board of the
Bank and the Company. The agreement provides for an annual salary of not less
than $18,000 per year, increasing to not less than $25,000 per year upon the
opening of the Bank, to be reviewed by the Board of Directors at least annually
and increased at its discretion. Mr. Leventis also participates in the Bank's
management incentive program and is eligible to receive annual payments based
upon achievement criteria established by the Board of Directors. Additionally,
Mr. Leventis will participate in the Company's long-term equity incentive
program and be eligible for grants of stock options, restricted stock, and other
awards thereunder. Upon adoption of a stock option plan by the Company, Mr.
Leventis was granted an option to purchase 5,000 shares of Common Stock,
exercisable at $10.00 per share and vesting at the rate of 1,000 shares per year
for five years or until Mr. Leventis is no longer employed by the Bank,
whichever shall occur first (subject to accelerated vesting in the event of a
change in control of the Company). The option has a term of ten years.
Additionally, Mr. Leventis participates in the Bank's retirement, welfare and
other benefit programs and is entitled to reimbursement for travel and business
expenses.
The employment agreement provides for an initial term of three years,
to be extended automatically each day for an additional day so that the
remaining term of the agreement will continue to be three years. The term may be
fixed at three years without additional extension by notice of either party to
the other.
If the Company terminates Mr. Leventis' employment without cause or if
Mr. Leventis' employment is terminated due to a sale, merger or dissolution of
the Company or the Bank, the Company will be obligated to continue his salary
and bonus for the first twelve months thereafter plus one-half of his salary and
bonus for the second twelve months thereafter. Furthermore, the Company must
remove any restrictions on outstanding incentive awards so that all such awards
vest immediately and the Company must continue to provide his life insurance and
medical benefits until he reaches the age of 65.
In addition, the employment agreement provides that following
termination of his employment with the Bank and for a period of twelve months
thereafter, Mr. Leventis may not (i) be employed in the banking business as a
director, officer at the vice-president level or higher, or organizer or
promoter of, or provide executive management services to, any financial
institution within Richland or Lexington counties, (ii) solicit major customers
of the Bank for the purpose of providing financial services, or (iii) solicit
employees of the Bank for employment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of outstanding
shares of Common Stock beneficially owned at March 3, 1997, by (a) each
executive officer of the Company, (b) each director of the Company, (c) all
executive officers and directors of the Company as a group, and (d) each person
or entity known to the Company to own more than 5% of the outstanding Common
Stock.
8
<PAGE> 11
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP COMMON STOCK
- ------------------------ --------- ------------
<S> <C> <C>
Directors and Executive Officers:
Richard K. Bogan (1) 11,200 1.56%
William L. Boyd, III (1) 12,200 1.70%
Thomas C. Brown (1) 11,200 1.56%
Chimin J. Chao (1) 13,668 1.90%
Robert G. Clawson (1) 11,200 1.56%
Michael C. Crapps (2) 16,100 2.24%
Hinton G. Davis (1), (5) 29,167 4.06%
Anita B. Easter (1) 11,200 1.56%
O.A. Ethridge (1) 11,200 1.56%
George H. Fann, Jr. (1) 28,200 3.93%
William A. Jordan (1) 11,636 1.62%
W. James Kitchens, Jr. (1) 16,200 2.26%
James C. Leventis (3), (6) 13,100 1.83%
Broadus Thompson (1) 11,500 1.60%
Angelo L. Tsiantis (1) 11,200 1.56%
Loretta R. Whitehead (1) 11,200 1.56%
Mitchell M. Willoughby (1) 12,200 1.70%
Executive officer and directors 253,821 35.37%
as a group (20 persons) (4)
OTHER SHAREHOLDERS OWNING MORE THAN ------- ------
5%
</TABLE>
- -------------------------
(1) Includes 1,200 shares that the director has the right to acquire
directly within 60 days pursuant to the exercise of stock options under
the 1996 Stock Option Plan..
(2) Includes 6,000 shares that Mr. Crapps has the right to acquire directly
within 60 days pursuant to the exercise of stock options under the 1996
Stock Option Plan.
(3) Includes 2,000 shares that Mr. Leventis has the right to acquire
directly within 60 days pursuant to the exercise of stock options under
the 1996 Stock Option Plan.
(4) Includes 29,600 shares that the officers and directors have the right
to acquire directly or indirectly within 60 days pursuant to the
exercise of stock options under the 1996 Stock Option Plan.
(5) Includes 10,000 shares held by an investment company affiliate of Mr.
Davis.
(6) Includes 11,000 shares held by an investment partnership affiliate of
Mr. Leventis.
(7) Percentage is determined on the basis of 717,677 shares of common
stock, those issued and outstanding plus shares subject to options held
by the named individual for whom the percentage is calculated which are
exercisable within the next sixty days as if outstanding, but treating
shares subject to options held by others as not outstanding.
9
<PAGE> 12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no agreements in existence or anticipated between any
director or officer of the Bank or the Company relating to the premises,
furnishings, equipment, fixtures, or any other property or service of the Bank
or the Company. From time to time the Bank makes loans to directors and officers
of the Bank and the Company. Management believes that all loans to any executive
officer or director with an outstanding principal balance at any time since the
Bank opened were made in the ordinary course of business, were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and did
not involve more than the normal risk of collectibility or present other
unfavorable features.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Among other Board committees, the Company has an audit committee, a
human resources committee, and a executive committee. The Company's audit
committee is composed of O. A. Ethridge, Hinton G. Davis and Broadus Thompson,
and met three times during the year ended December 31, 1996. The audit committee
has the responsibility of reviewing the Company's financial statements,
evaluating internal accounting controls, reviewing reports of regulatory
authorities, and determining that all audits and examinations required by law
are performed. The committee recommends to the Board the appointment of the
independent auditors for the next fiscal year, reviews and approves the
auditor's audit plans, and reviews with the independent auditors the results of
the audit and management's response thereto. The audit committee is responsible
for overseeing the entire audit function and appraising the effectiveness of
internal and external audit efforts. The audit committee reports its findings to
the Board of Directors.
The Company's human resources committee is responsible for establishing
the compensation plans for the Company. Its duties include the development with
management of all benefit plans for employees of the Company, the formulation of
bonus plans, incentive compensation packages, and medical and other benefit
plans. This committee met four times during the year ended December 31, 1996.
The human resources committee is composed of James C. Leventis, Michael C.
Crapps, William L. Boyd III, Thomas C. Brown and Angelo Tsiantis.
The Company's executive committee is responsible for nominating
individuals for election to the Company's Board of Directors. Membership on the
executive committee changes annually. In 1996, the executive committee consisted
of James C. Leventis, Michael C. Crapps, William L. Boyd, III, Robert G.
Clawson, George H. Fann, Jr. and Mitchell M. Willoughby. The executive committee
welcomes recommendations made by shareholders of the Company. Any
recommendations for the 1998 Annual Shareholders' Meeting should be made in
writing addressed to the executive committee of the Company's Board of
Directors, 5455 Sunset Boulevard, Lexington, South Carolina 29072, and should be
made prior to December 1, 1997.
The Board of Directors of the Company held twelve meetings, and the
Board of Directors of the Bank held twelve meetings, during the year ended
December 31, 1996. All of the directors of the Company and the Bank attended at
least 75% of such meetings and the meetings of each committee on which they
served except for Hinton G. Davis, William A. Jordan, Broadus Thompson and
Mitchell M. Willoughby.
10
<PAGE> 13
COMPLIANCE WITH SECURITIES EXCHANGE ACT 1934
Section 16 (a) of the Securities Exchange Act of 1934 requires a
company's executive officers and directors and persons who beneficially own more
than 10% of a registered class of the company's equity securities to file
reports of securities ownership and changes in such ownership with the
Securities and Exchange Commission. Officers, directors and greater than 10%
beneficial owners also are required by rules promulgated by the Securities and
Exchange Commission to furnish the Company with copies of all Section 16 (a)
forms they file. Although the Company became subject to these provisions in
1996, none of these reports were filed in 1996, including each executive
officer's and director's initial report on Form 3 and the reports covering one
additional transaction for each of George H. Fann, Jr., David K. Proctor, and
Mitchell M. Willoughby. The Company is now in the process of assisting its
executive officers and directors in filing such reports.
ANNUAL REPORTS
COPIES OF THE COMPANY'S 1996 ANNUAL REPORT ARE BEING MAILED TO ALL
SHAREHOLDERS TOGETHER WITH THIS PROXY STATEMENT. THE COMPANY WILL PROVIDE,
WITHOUT CHARGE, TO ANY SHAREHOLDER OF RECORD AS OF MARCH 3, 1997, WHO SO
REQUESTS IN WRITING, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB
(WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER 31, 1996, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. ANY SUCH REQUESTS SHOULD BE DIRECTED TO
JOSEPH G. SAWYER, FIRST COMMUNITY BANK, 5455 SUNSET BOULEVARD, LEXINGTON, SOUTH
CAROLINA 29072.
OTHER MATTERS
The Board of Directors knows of no business other than that set forth
above to be transacted at the Meeting, but if other matters requiring a vote of
the shareholders arise, the persons designated as proxies will vote the shares
of Common Stock represented by the proxy cards in accordance with their judgment
on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
----------------------------------------
James C. Leventis
Chairman of the Board
Lexington, South Carolina
March 17, 1997
11
<PAGE> 14
APPENDIX A
FIRST COMMUNITY CORPORATION
5455 SUNSET BOULEVARD
LEXINGTON, SOUTH CAROLINA 29072
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FIRST
COMMUNITY CORPORATION FOR THE 1997 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
APRIL 16, 1997 (THE "ANNUAL MEETING").
The undersigned hereby appoints Michael C. Crapps and Joseph G. Sawyer
as Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote as designated below all the shares of common stock
of First Community Corporation held of record by the undersigned on March 3,
1997, at the Annual Meeting, and at any adjournments thereof, on the following
matters in the following manner:
1. Election of Directors:
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed below to vote for all
(except as marked to the nominees listed below
to the contrary below)
William L. Boyd, III, Chimin J. Chao, William A. Jordan,
James C. Leventis and Loretta R. Whitehead
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below)
-------------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
When this Proxy is properly executed and returned, and not revoked, the
shares it represents will be voted at the meeting in accordance with the choices
specified above. If no choice is specified, it will be voted for the election of
the nominees listed above.
PLEASE DATE AND SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW.
Date: , 1997 ----------------------------------
------------------- (Signature of Shareholder)
----------------------------------
(Signature of Shareholder)
----------------------------------
(Please print names)
NOTE: When signing as attorney,
trustee, administrator, executor or
guardian, please give your full
title as such. If a corporation,
please sign in full corporate name
by President or other authorized
officer. In the case of joint
tenants, each joint owner must
sign.
