<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 MAY 20, 1998
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 MAY 20, 1998, at 11:00
A.M. for the following purposes:
1. To elect six 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 31, 1998, 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:
/s/ James C. Leventis
------------------------------
James C. Leventis
Chairman of the Board
April 10, 1998
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 MAY 20, 1998
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 May 20, 1998, at 11:00 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 April
10, 1998.
VOTING AND REVOCABILITY OF PROXY APPOINTMENTS
The Company has fixed March 31, 1998, 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 689,677 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.
<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.M.D., Hinton
G. Davis, and Anita B. Easter. The current Class II directors are Robert G.
Clawson, Thomas C. Brown, Broadus Thompson, O.A. Ethridge, 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 I directors will expire at the Meeting.
Each of the six current Class I directors has been nominated for reelection and
will stand for election at the Meeting for a three-year term. The terms of the
Class II directors will expire at the 1999 Annual Shareholders' Meeting and the
terms of the Class III directors will expire at the 2000 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 2001 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 I directors of the Company.
<TABLE>
<CAPTION>
Name Age Position with the Company Position with the Bank
- ---- --- ------------------------- ----------------------
<S> <C> <C> <C>
Richard K. Bogan, M.D. 52 Director Director
Michael C. Crapps 39 Director, President and Director, President and Chief
Chief Executive Officer Executive Officer
Hinton G. Davis 60 Director Director
Anita B. Easter 53 Director Director
George H. Fann, Jr., D.M.D. 53 Director Director
Angelo L. Tsiantis 67 Director Director
</TABLE>
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. He has completed fellowship training at the University of Alabama and is
board certified in Internal Medicine, Pulmonary Medicine, Critical Care and
Sleep Disorders Medicine. Dr. Bogan has been president of Bogan Consulting,
Inc., a medical consulting company, since December 1992 and holds memberships
in numerous medical organizations. He had done consulting work for managed care
organizations and hospitals and has served as Medical Director of Palmetto
Physician Partners, and President of SCDA, a management company of sleep
medicine clinics throughout the Southeast.
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 director of that
bank in 1993. He was an organizer of First Community Bank and currently serves
as its president and chief executive officer as well as on its board of
directors. Mr. Crapps is a graduate of the LSU Banking School of the South and
serves the banking industry through his participaton on the board of directors
of the Independent Banks of South Carolina and on the State Legislative
Committee of the South Carolina Bankers Association. He was selected as the
1997 Young Banker of the Year by the South Carolina Bankers Association. He is
also very active in community and civic organizations. He 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 involved
with Palmetto Place Children's Emergency Shelter, Friends of the Lexington
Library, the YMCA of the Midlands, and the Boy Scouts. He currently serves as
President of the Columbia Clemson Club and is a member of the Lexington Rotary
Club. Mr. Crapps was also a member of the inaugural class of Leadership
Lexington County. He is an active member of St. Stephens Lutheran Church where
he has served on the Finance Committee and the Endowment Committee.
2
<PAGE> 5
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-five years. From 1987-1989, she was co-owner of Anchor Continental
Inc., a manufacturer of pressure-sensitive tape products for home and industry.
Mrs. Easter is presently self-employed with Greenleaf Enterprises, a company
involved with investing, property management, auto restoration, vintage auto
racing, antiques, and collectibles. She was a 1965 graduate of North Carolina
Baptist Hospital School of Nursing and a 1978 graduate of the University of
South Carolina receiving a B.S. in Nursing (Magna Cum Laude). She is past
chairperson of the Greater Columbia Community Relations Council. Currently she
is chairperson for U.S.C.'s College of Nursing Capital Campaign Executive
Committee. She is a member of the Columbia Luncheon Club, the Lexington
Chamber of Commerce, and Good Shepherd Lutheran Church where she is President
of the Women of the ELCA.
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. For the past 27 years he has practiced general dentistry in
West Columbia, South Carolina. He has served on the Board of Directors for
Lexington Medical Center for the past 5 years and is currently Vice Chairman.
Dr. Fann was recently awarded the Order of the Palmetto by Governor David
Beasley.
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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE SIX
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>
William L. Boyd, III 73 Director Director
Thomas C. Brown 40 Director Director
Chimin J. Chao 42 Director Director
Robert G. Clawson 82 Director Director
O. A. Ethridge, D.M.D. 55 Director Director
William A. Jordan 42 Director Director
W. James Kitchens, Jr. 36 Director Director
James C. Leventis 60 Director, Chairman of the Director, Chairman of the
Board Board
Broadus Thompson 64 Director Director
Loretta R. Whitehead 55 Director Director
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
Mitchell M. Willoughby 50 Director Director
David K. Proctor 41 Senior Vice President/Senior Senior Vice President/Senior
Credit Officer Credit Officer
Joseph G. Sawyer 47 Senior Vice President/Chief Senior Vice President/Chief
Financial Officer Financial Officer
</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.
THOMAS C. BROWN is the president and owner of T.C.B. Enterprises of
South Carolina, Inc., a restaurant business based in Myrtle Beach. He is a
member of All Saints Episcopal Church, Pawleys Island, S.C. and a member of 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.
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.
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.
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 from children's Medical Center in Dayton, Ohio. Dr. Ethridge was born
in Greenwood, South Carolina and currently resides in Lexington, 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 founder of
William A. Jordan, L.L.C. in Greenville where he serves as President. He is
active in Augusta Road Baptist Church as a deacon and teacher. He is a member
of the South Carolina Bar Association, the American Bar Association and the
South Carolina Trial Lawyers Assocation.
W. JAMES KITCHENS, JR. is an owner of The Kitchens Firm, P.A., a
certified public accounting firm located in Columbia, South Carolina. Before
forming this firm in 1996, he practiced accounting at Sanders and Kitchens and
Price Waterhouse. 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.
Columbia is his hometown.
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
4
<PAGE> 7
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 has
served as past Vice Chairman of the School Board of Richland District I,
member and former chairman of the Richland County Council and Central Midlands
Regional Planning Council, president of the Columbia Rotary Club and of the
Alumni Association of the University of South Carolina. He also serves as a
member of the Parish Council, Holy Trinity Orthodox Church. He is currently a
partner in the firm of Rogers, Townsend and Thomas, P.A.
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.
LORETTA R. WHITEHEAD a Lexington County native, has lived in West
Columbia and Lexington for 24 years. She graduated with a B.A. degree from
Columbia College in 1963 and completed graduate hours for a Masters degree at
the University of Tennessee and the University of South Carolina. She has
taught 5th grade, junior high school English and English at Charleston Southern
University. She became a licensed Realtor in 1981 and is a broker associated
with Re/Max Real Estate Services and holds GRI, CRS, and CBR designations. She
is a member of the Greater Columbia Association of Realtors, S.C. Association of
Realtors, the National Association of Realtors, the Employment Relocation
Council, the Certified Residential Specialist Council and Who's Who in Real
Estate in America. She served on the Greater Columbia Association of Realtors
Board of Directors from 1995-1997 and currently serves on the Board of Directors
of the Lexington Medical Center Foundation.
MITCHELL M. WILLOUGHBY was born in Nichols, South Carolina in 1947. He
received a Bachelor of Science Degree from Clemson University in 1969 and then
served with the United States Army until April 1972, when he was honorably
discharged as a 1st Lieutenant. He graduated from the University of South
Carolina School of Law with a Juris Doctorate degree in 1975, and has
continuously practiced law in Columbia since graduation. He is a member of
numerous professional organizations including the South Carolina Bar, South
Carolina Trial Lawyers Association, American Bar Association, the American Trial
Lawyers Association, and the Richland County Bar. He is a founding member of the
firm of Willoughby & Hoefer, P.A. Mr. Willoughby is a member of Spring Valley
Baptist Church.
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.
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,
1997, 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
other executive officer of the Company or the Bank earned total compensation,
including salary and bonus, for the fiscal years ended December 31, 1997, 1996
and 1995 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 - 1997 $95,120 $8,886 - $10,260
Director, President,
and Chief Executive Officer 1996 $90,000 $3,263 15,000 $10,260
1995 $91,353 - -
</TABLE>
- ---------
(1) Includes $1,260 club dues and an automobile allowance of $9,000.
STOCK OPTION EXERCISES AND GRANTS.
The following tables provide certain information regarding stock
options granted and exercised in the last fiscal year and the number and value
of unexercised options at the end of the fiscal year.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------------------------
% OF TOTAL POTENTIAL REALIZED VALUE AT
OPTIONS/SARS ASSUMED ANNUAL RATES OF
OPTIONS/ GRANTED TO EXERCISE STOCK PRICE APPRECIATION
SARS EMPLOYEES IN OR BASE FOR OPTION TERM (1)
GRANTED FISCAL PRICE EXPIRATION ---------------------------
NAME (#) YEAR ($/SHARE) DATE 5%($) 10%($)
- ---------- ------- ------------ --------- ---------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Michael C. Crapps 0 0 0 0 0 0
</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>
Value of Unexercised In-
Number of Securities the-Money Options/SARs
Underlying Unexercised at FY-End ($)(1)
Options/SARs at FY-End (#) FY-End ($)(1)
Acquired on Realized -------------------------- --------------------------
Name Exercise (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------ ------ -------------------------- --------------------------
<S> <C> <C> <C> <C>
Michael C. 0 0 9,000/6,000 $36,000/$24,000
Crapps
</TABLE>
- ---------------
(1)There is a limited market for the corporation's stock. The fair value of
the stock has been estimated at $14.00 per share, which is the price most
recently paid for purchases known to management during 1997.
COMPENSATION OF DIRECTORS
During the year ended December 31, 1997, non management members of the
Board of Directors received fees of $50.00 for attendance at each committee
meeting and $75.00 for attendance at each Board meeting.
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
7
<PAGE> 10
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.
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 31, 1998, 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) 11,800 1.61%
William L. Boyd, III (1) 12,800 1.74%
Thomas C. Brown (1) 11,800 1.61%
Chimin J. Chao (1) 14,268 1.94%
Robert G. Clawson (1) 11,800 1.61%
Michael C. Crapps (2) 19,100 2.60%
Hinton G. Davis (1), (5) 30,300 4.13%
Anita B. Easter (1) 11,800 1.61%
O.A. Ethridge (1) 11,800 1.61%
George H. Fann, Jr. (1) 28,800 3.93%
William A. Jordan (1) 12,236 1.67%
W. James Kitchens, Jr. (1) 16,800 2.29%
James C. Leventis (3), (6) 14,100 1.92%
Broadus Thompson (1) 10,680 1.46%
Angelo L. Tsiantis (1) 14,300 1.95%
Loretta R. Whitehead (1) 8,000 1.09%
Mitchell M. Willoughby (1) 12,800 1.74%
Executive officer and directors
as a group (20 persons) (4) 265,634 36.21%
OTHER SHAREHOLDERS OWNING MORE THAN -------- --------
5%
</TABLE>
- ---------------
(1) Includes 1,800 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 9,000 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 3,000 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 44,000 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 733,677 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 four times during the year ended December 31, 1997. 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 two times during the year ended December 31, 1997. 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 1997, 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 1999. 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, 1998.
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, 1997. 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 Richard K. Bogan, Hinton G. Davis, Broadus Thompson and
William A. Jordan.
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.
10
<PAGE> 13
ANNUAL REPORTS
COPIES OF THE COMPANY'S 1997 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 31, 1998, 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, 1997, 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
/s/ James C. Leventis
----------------------------------------
James C. Leventis
Chairman of the Board
Lexington, South Carolina
April 10, 1998
11
<PAGE> 14
APPENDIX
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 1998 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
MAY 20, 1998 (THE "ANNUAL MEETING").
The undersigned hereby appoints David K. Proctor 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 31,
1998, at the Annual Meeting, and at any adjournments thereof, on the following
matters in the following manner:
1. Election of Directors:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to to vote for all nominees
the contrary below) listed below
Richard K. Bogan, Michael C. Crapps, Hinton G. Davis
Anita B. Easter, George H. Fann, Jr. and Angelo L. Tsiantis
(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: , 1998
--------------------------- ------------------------------------
(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.
