<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
[COMPANY LETTERHEAD]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Dear Fellow Shareholder:
We cordially invite you to attend the 1999 Annual Meeting of
Shareholders of First Community Corporation, the holding company for First
Community Bank, N.A. At the meeting, we will report on our performance in 1998
and answer your questions. We are excited about our accomplishments in 1998 and
look forward to discussing both our accomplishments and our plans with you. We
hope that you can attend the meeting and look forward to seeing you there.
This letter serves as your official notice that we will hold the
meeting on April 21, 1999 at 11:00 a.m. at the Golden Hills Golf and Country
Club, 100 Scotland Drive, Lexington, South Carolina for the following purposes:
1. To elect six members to the Board of Directors;
2. To consider a proposal to approve the company's 1999 Stock
Incentive Plan; and
3. To transact any other business that may properly come before
the meeting or any adjournment of the meeting.
Shareholders owning our common stock at the close of business on March
1, 1999 are entitled to attend and vote at the meeting. A complete list of
these shareholders will be available at the company's offices prior to the
meeting.
Please use this opportunity to take part in the affairs of your
company by voting on the business to come before this meeting. Even if you plan
to attend the meeting, we encourage you to complete and return the enclosed
proxy to us as promptly as possible.
By Order of the Board of Directors,
James C. Leventis
Chairman of the Board
Michael C. Crapps
President and Chief Executive Officer
Lexington, South Carolina
March 23, 1999
<PAGE> 3
FIRST COMMUNITY CORPORATION
5455 SUNSET BOULEVARD
LEXINGTON, SOUTH CAROLINA 29072
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 21, 1999
Our Board of Directors is soliciting proxies for the 1999 Annual
Meeting of Shareholders. This proxy statement contains important information
for you to consider when deciding how to vote on the matters brought before the
meeting. We encourage you to read it carefully.
VOTING INFORMATION
The Board set March 1, 1999 as the record date for the meeting.
Shareholders owning our common stock at the close of business on that date are
entitled to attend and vote at the meeting, with each share entitled to one
vote. There were 1,207,177 shares of common stock outstanding on the record
date. A majority of the outstanding shares of common stock represented at the
meeting will constitute a quorum.
When you sign the proxy card, you appoint Michael C. Crapps and Joseph
G. Sawyer as your representatives at the meeting. Mr. Crapps and Mr. Sawyer
will vote your proxy as you have instructed them on the proxy card. If you
submit a proxy but do not specify how you would like it to be voted, Mr. Crapps
and Mr. Sawyer will vote your proxy for the election to the Board of Directors
of all nominees listed below under "Election Of Directors" and for approval of
the 1999 Stock Incentive Plan. We are not aware of any other matters to be
considered at the meeting. However, if any other matters come before the
meeting, Mr. Crapps and Mr. Sawyer will vote your proxy on such matters in
accordance with their judgment.
You may revoke your proxy and change your vote at any time before the
polls close at the meeting. You may do this by signing and delivering another
proxy with a later date or by voting in person at the meeting.
We are paying for the costs of preparing and mailing the proxy
materials and of reimbursing brokers and others for their expenses of
forwarding copies of the proxy materials to our shareholders. Our officers and
employees may assist in soliciting proxies but will not receive additional
compensation for doing so. We are distributing this proxy statement on or about
March 23, 1999.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The Board of Directors is divided into three classes with staggered
terms, so that the terms of only approximately one-third of the Board members
expire at each annual meeting. The current terms of the Class II directors will
expire at the meeting. The terms of the Class III directors expire at the 2000
Annual Shareholders Meeting. The terms of the Class I directors will expire at
the 2001 Annual Shareholders Meeting.
Our directors and their classes are:
<TABLE>
<CAPTION>
Class I Class II Class III
<S> <C> <C>
Richard K. Bogan Thomas C. Brown William L. Boyd
Michael C. Crapps Robert G. Clawson Chimin J. Chao
Hinton G. Davis O.A. Ethridge, D.M.D. William A. Jordan
Anita B. Easter W. James Kitchens, Jr. James C. Leventis
George H. Fann, Jr., D.M.D. Broadus Thompson Loretta R. Whitehead
Angelo L. Tsiantis Mitchell M. Willoughby
</TABLE>
3
<PAGE> 4
Shareholders will elect six nominees as Class II directors at the
meeting to serve a three-year term, expiring at the 2002 Annual Meeting of
Shareholders. The directors will be elected by a plurality of the votes cast at
the meeting. This means that the six nominees receiving the highest number of
votes will be elected. Abstentions and broker non-votes will not be considered
to be either affirmative or negative votes.
The Board of Directors recommends that you elect Thomas C. Brown,
Robert G. Clawson, O.A. Ethridge, D.M.D, W. James Kitchens, Jr., Broadus
Thompson, and Mitchell M. Willoughby as Class II directors.
If you submit a proxy but do not specify how you would like it to be
voted, Mr. Crapps and Mr. Sawyer will vote your proxy to elect Mr. Brown, Mr.
Clawson, Dr. Ethridge, Mr. Kitchens, Mr. Thompson, and Mr. Willoughby. If any
of these nominees is unable or fails to accept nomination or election (which we
do not anticipate), Mr. Crapps and Mr. Sawyer will vote instead for a
replacement to be recommended by the Board of Directors, unless you
specifically instruct otherwise in the proxy.
Set forth below is certain information about the nominees:
Thomas C. Brown, 40, Class II Director, has served as a director of
the company since its formation in 1994. Since 1989, Mr. Brown has been 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.
Robert G. Clawson, 83, Class II Director, has served as a director of
the company since its formation in 1994. Mr. 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., 55, Class II Director, has served as a director
of the company since its formation in 1994. Dr. Ethridge currently resides in
Lexington, South Carolina and has practiced children's dentistry in West
Columbia, South Carolina for more than 20 years. 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.
W. James Kitchens, Jr., 37, Class II Director, has served as a
director of the company since its formation in 1994. Mr. Kitchens has lived in
and been in the practice of public accounting in Columbia, South Carolina since
1990 and is currently owner of The Kitchens Firm, P.A., a certified public
accounting firm in Columbia. Mr. Kitchens earned a B.S. degree in Mathematics
from the University of the South and an M.B.A. degree at Duke University.
Broadus Thompson, 65, Class II Director, has served as a director of
the company since its formation in 1994. Since 1962, Mr. Thompson has served as
president of Carolina Investment and Development Company and its predecessor
company (a real estate development company). He is also an officer and director
of GTS Associates (a real estate management company) and managing partner or
officer in various real estate syndications and corporations. Mr. Thompson
graduated from the University of North Carolina with a B.A. degree in English
in 1957.
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<PAGE> 5
Mitchell M. Willoughby, 51, Class II Director, has served as a
director of the company since its formation in 1994. Mr. Willoughby has lived
in Columbia, South Carolina since 1970 and practiced law since 1975. He is
currently a founding member of the law firm Willoughby & 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.
Set forth below is also information about each of the company's other
directors and each of its executive officers. Each of the following directors
is also a director of First Community Bank.
Richard K. Bogan, 53, Class I Director, has served as a director of
the company since its formation in 1994. Dr. Bogan has practiced medicine in
Columbia, South Carolina since he started Pulmonary Associates of Carolina in
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 has been president of Bogan Consulting, Inc., a
medical consulting company, since December 1992 and holds memberships in
numerous medical organizations. He has served as medical director of Palmetto
Physician Partners and president of SCDA, a management company of sleep clinics
throughout the Southeast.
William L. Boyd, III, 74, Class III Director, has served as a director
of the company since its formation in 1994. Mr. Boyd 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, 43, Class III Director, has served as a director of
the company since its formation in 1994. Mr. Chao lives in Lexington, South
Carolina and since 1987 has been president of the engineering firm Chao and
Associates, Inc. in West Columbia, South Carolina. 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.
Michael C. Crapps, 40, Class I Director, has served as the President
and Chief Executive Officer and as a director of the company since its
formation in 1994. Mr. Crapps, a life-long resident of Lexington, South
Carolina, was selected as the 1997 Young Banker of the Year by the South
Carolina Bankers Association. From 1985 to 1993, he worked for Republic
National Bank in Columbia, becoming president, chief executive officer, and a
director of that bank in 1993. During his career, Mr. Crapps has been
responsible for virtually all aspects of banking, including branches,
commercial banking, operations, credit administration, accounting, human
resources, and compliance. He began his banking career with South Carolina
National Bank in 1980, and by the time he changed jobs in 1985 he was a vice
president and senior commercial lender in a regional office of that bank. He
also serves the banking industry through his participation 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 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. Mr. Crapps is also a graduate of
the LSU Banking School of the South. Mr. Crapps is presently on the boards of
directors of the American Cancer Society, the Greater Columbia Community
Relations Council, and the Saluda Shoals Park Foundation.
Hinton G. Davis, 61, Class I Director, has served as a director of the
company since its formation in 1994. Mr. 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 has resided in Columbia for over 20 years and holds a B.B.A. degree in
Insurance from the University of Georgia.
Anita B. Easter, 54, Class I Director, has served as a director of the
company since its formation in 1994. Ms. Easter, who has been a resident of the
Columbia area for over 20 years, is self-employed, working for
5
<PAGE> 6
Greenleaf Enterprises, a company involved with investing, property management,
auto restoration, vintage auto racing, antiques, and collectibles. Ms. Easter
is a 1965 graduate of North Carolina Baptist Hospital School of Nursing. She
received a B.S. degree in Nursing from the University of South Carolina in
1978. She currently is chairperson for U.S.C.'s College of Nursing Capital
Campaign Executive Committee and serves on the board of directors of the United
Way and the Greater Columbia Chamber of Commerce.
George H. Fann, Jr., D.M.D., 54, Class I Director, has served as a
director of the company since its formation in 1994. Dr. Fann has practiced
dentistry in West Columbia, South Carolina for over 25 years. He 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. Dr. Fann 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. Dr. Fann was
recently awarded the Order of the Palmetto by the Governor of South Carolina.
William A. Jordan, 43, Class III Director, has served as a director of
the company since its formation in 1994. Mr. Jordan has practiced law since
1983 and is president and co-founder of William A. Jordan, L.L.C. in
Greenville. Mr. 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.
James C. Leventis, 61, Class III Director, Chairman of the Board, has
served as Chairman of the Board of Directors of the company since its formation
in 1994. Mr. Leventis is a shareholder of the law firm Rogers, Townsend &
Thomas. Mr. Leventis received a J.D. degree and a B.S. degree in Business
Administration from the University of South Carolina. Mr. Leventis also has
extensive experience in the banking industry. From 1964 to 1968, Mr. Leventis
was a commercial lending officer with First National City Bank of New York;
from 1968 to 1974, he served as vice president and general manager of Genway
Corp., a nationwide leasing system of General Motors dealers; and from 1985 to
1988, he served as 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, and past president of
the Alumni Association of the University of South Carolina.
Angelo L. Tsiantis, 68, Class I Director, has served as a director of
the company since its formation in 1994. Mr. Tsiantis has been self-employed in
the restaurant business for over 40 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.
Loretta R. Whitehead, 56, Class III Director, has served as a director
of the company since its formation in 1994. Ms. Whitehead has been a real estate
agent since 1981 and currently is with RE/MAX Real Estate Services in Columbia,
South Carolina. She taught full-time from 1964 through 1968 after receiving a
B.A. degree in English and Elementary Education from Columbia College in 1963.
David K. Proctor, 42, has been the Senior Vice President/Senior Credit
Officer of the company since First Community Bank opened for business in 1995.
From May 1994 to June 1995, he was the vice president of credit and operations
for Republic Leasing company. From 1987 to 1994, he held various positions with
Republic National Bank in Columbia 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, 48, has been Senior Vice President/Chief Financial
Officer of the company since First Community Bank opened for business in 1995.
Prior to joining the company, he was senior vice president and general auditor
for the National Bank of South Carolina. He is a certified public accountant and
a 1973 graduate of The Citadel with a B.A. in Political Science.
6
<PAGE> 7
PROPOSAL NO. 2: APPROVAL OF THE 1999 STOCK INCENTIVE PLAN
GENERAL
The Board of Directors has adopted the company's 1999 Stock Incentive
Plan effective February 16, 1999. We believe that the issuance of stock options
can promote the growth and profitability of the company by providing additional
incentives for participants to focus on the company's long-range objectives. We
also believe that stock options help us to attract and retain highly qualified
personnel and to link their interests directly to shareholder interests.
Therefore, we ask you to approve this plan at the meeting.
The plan authorizes the grant to our employees and directors of stock
options and restricted stock for up to 71,000 shares of common stock from time
to time during the term of the plan, subject to adjustment upon changes in
capitalization. The plan also authorizes grants to advisers and consultants of
the company. The number of shares available for issuance under the plan will
also automatically increase each year by an amount equal to up to 3% of the
shares outstanding at that time, except that the total number of shares
available between this Plan and the company's existing 1996 Stock Option Plan
will not exceed 15% of the total shares outstanding.
Under the plan, the company may grant either incentive stock options
(which qualify for certain favorable tax consequences, as described below) or
nonqualified stock options. The plan also authorizes the issuance of restricted
stock. The plan will be administered by a committee consisting of at least two
members of the Board of Directors. The committee will determine the persons who
will receive options or restricted stock and the number of shares that will be
covered by their options. The committee will also determine the periods of time
(not exceeding ten years from the date of grant in the case of an incentive
stock option) during which options will be exercisable and will determine
whether termination of an optionee's employment under various circumstances
would terminate options granted under the plan to that person. The committee
may also grant a reload option to an optionee who surrenders common stock as
payment of the exercise price of an option. The reload option will have an
exercise price equal to the fair market value of the common stock on the date
of payment for the exercised option, will be for the same number of shares as
were surrendered, and may have other terms as the committee may prescribe.
If granted an option under the plan, the optionee will receive an
option agreement specifying the terms of the option, such as the number of
shares of common stock the optionee can purchase, the price per share, when the
optionee can exercise the option, and when the option expires. Similarly, if
granted restricted stock under the plan, the grantee will receive an award
agreement specifying the terms of the grant, such as the number of shares of
restricted stock covered by the grant, the restrictions on voting or
disposition of the restricted stock, and the schedule pursuant to which the
restrictions will lapse. The plan provides that options will become exercisable
and restrictions will lapse immediately upon a change in control of the
company.
The option price per share is an amount to be determined by the Board
of Directors, but for an incentive stock option the price will not be less than
100%, and for a non-incentive stock option the price will not be less than 85%,
of the fair market value per share on the date of grant. Generally, the option
price will be payable in full upon exercise. Payment of the option price of any
stock option may be made in cash, by delivery of shares of common stock (valued
at their fair market value at the time of exercise), or by a combination of
cash and stock. The company will receive no consideration upon the grant of an
option.
Options generally may not be transferred except by will or by the laws
of descent and distribution, and during an optionee's lifetime may be exercised
only by the optionee (or by his or her guardian or legal representative, should
one be appointed). The grant of an option does not give the optionee any rights
of a shareholder until the optionee exercises the option.
The Board of Directors will have the right at any time to terminate or
amend the plan but no such action may terminate options already granted or
otherwise affect the rights of any optionee under any outstanding option
without the optionee's consent.
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<PAGE> 8
FEDERAL INCOME TAX CONSEQUENCES
There are no federal income tax consequences to the optionee or to the
company on the granting of options. The federal tax consequences upon exercise
will vary depending on whether the option is an incentive stock option or a
nonqualified stock option.
INCENTIVE STOCK OPTIONS. When an optionee exercises an incentive stock
option, the optionee will not at that time realize any income, and the company
will not be entitled to a deduction. However, the difference between the fair
market value of the shares on the exercise date and the exercise price will be
a preference item for purposes of the alternative minimum tax. The optionee
will recognize capital gain or loss at the time of disposition of the shares
acquired through the exercise of an incentive stock option if the shares have
been held for at least two years after the option was granted and one year
after it was exercised. The company will not be entitled to a tax deduction if
the optionee satisfies these holding period requirements. The net federal
income tax effect to the holder of the incentive stock options is to defer,
until the acquired shares are sold, taxation on any increase in the shares'
value from the time of grant of the option to the time of its exercise, and to
tax such gain, at the time of sale, at capital gain rates rather than at
ordinary income rates.
If the holding period requirements are not met, then upon sale of the
shares the optionee generally recognizes as ordinary income the excess of the
fair market value of the shares at the date of exercise over the exercise price
stated in the option agreement. Any increase in the value of the shares
subsequent to exercise is long or short-term capital gain to the optionee
depending on the optionee's holding period for the shares. However, if the sale
is for a price less than the value of the shares on the date of exercise, the
optionee might recognize ordinary income only to the extent the sales price
exceeded the option price. In either case, the company is entitled to a
deduction to the extent of ordinary income recognized by the optionee.
NONQUALIFIED STOCK OPTIONS. Generally, when an optionee exercises a
nonqualified stock option, the optionee recognizes income in the amount of the
aggregate market price of the shares received upon exercise less the aggregate
amount paid for those shares, and the company may deduct as an expense the
amount of income so recognized by the optionee. The holding period of the
acquired shares begins upon the exercise of the option, and the optionee's
basis in the shares is equal to the market price of the acquired shares on the
date of exercise.
RESTRICTED STOCK. Awards of restricted stock are shares of common
stock that are granted subject to conditions, such as continued service with
the company, that are established at the time of the award. Restricted stock
will become nonforfeitable as its holder meets the specified conditions. If the
conditions are not satisfied, all or a portion of the shares of restricted
stock are forfeited to the company. Generally, restricted stock cannot be
transferred until the restrictions have lapsed. Upon a grant of restricted
stock, the market value of the stock at the date of grant is included as a
deduction from shareholders' equity in the company's balance sheet and is
amortized as compensation expense on a straight-line basis over the vesting
period. The participant recognizes taxable income as the restrictions lapse
(subject to an election to accelerate the income recognition), based on the
fair market value of the shares on the date of lapse (or earlier acceleration),
and the company is entitled to a corresponding tax deduction.
INITIAL OPTION GRANTS
Upon adoption of the plan, the company granted non-qualified stock
options covering 1,000 shares to each of its nonemployee directors. The company
also issued incentive stock options to the following employees:
Michael C. Crapps, the company's President and Chief Executive
Officer, received a grant of incentive stock options for 5,000 shares. Other
executive officers as a group received grants of incentive stock options for
9,000 shares, and other officers and employees as a group received grants for
incentive stock options for 10,750 shares.
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<PAGE> 9
Each of these option grants includes the following features:
- An exercise period of ten years
- A five year vesting term
- Restrictions on transferability
- An exercise price of $18.37 per share, which was the fair
market value of the common stock on the date of grant.
SHAREHOLDER APPROVAL REQUIRED
The affirmative vote of the holders of a majority of the votes
entitled to be cast at the meeting is required for approval of the plan.
Abstentions and broker non-votes will not be considered to be either
affirmative or negative votes. Because directors will receive options under the
plan, the directors of the company have a personal interest in seeing the plan
approved.
The Board of Directors recommends a vote for approval of the 1999
Stock Incentive Plan.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows the cash compensation paid by the company or
First Community Bank to its Chief Executive Officer and President for the years
ended December 31, 1996 through 1998. No executive officers of the company or
First Community Bank earned total annual compensation, including salary and
bonus, in excess of $100,000 in 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------------------
Long Term
Compensation
Awards
------------
Securities
Underlying
----------
Name and Principal Position Year Salary Bonus Options Compensation(1)
- --------------------------- ---- ------ ----- ------- ---------------
<S> <C> <C> <C> <C> <C>
Michael C. Crapps 1998 $101,723 $11,883 -- $10,260
President and Chief Executive Officer
of the company 1997 $95,120 $8,886 -- $10,260
1996 $90,000 $3,263 15,000 $10,260
</TABLE>
(1) Includes $9,000 automobile allowance and $1,260 in club dues.
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<PAGE> 10
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Unexercised Securities
Underlying Options at Fiscal Year Value of Unexercised In-
--------------------------------- the-Money Options at
End(#) Fiscal Year End ($)(1)
------ -------------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------
<S> <C> <C>
Michael C. Crapps 12,000/3,000 $90,000/$22,500
</TABLE>
- ---------------
(1) The values shown equal the difference between the exercise price of
unexercised in-the-money options and the closing market price ($17.50)
of the underlying common stock at December 31, 1998. Options are
in-the-money if the fair market value of the common stock exceeds the
exercise price of the option.
EMPLOYMENT AGREEMENTS
The company has entered into employment agreements with Michael C.
Crapps, as the President and Chief Executive Officer of the company, and James
C. Leventis, as the Chairman of the Board of the company. Both employment
agreements provide 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. The
agreement with Mr. Crapps provides for a starting annual salary of $90,000, and
the agreement with Mr. Leventis provides for an annual salary of $25,000 per
year, in each case to be reviewed by the Board of Directors at least annually
and increased at its discretion. Both Mr. Crapps and Mr. Leventis are also
eligible to receive annual payments based upon achievement criteria established
by the Board of Directors.
Both agreements provide that if the company terminates the executive's
employment without cause or if the executive's employment is terminated due to
a sale, merger, or dissolution of the company or First Community 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, both employment agreements provide that following
termination of the executive's employment with the company and for a period of
twelve months thereafter, the executive 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 company for the purpose of providing financial services, or
(iii) solicit employees of the company for employment.
DIRECTOR COMPENSATION
During the year ended December 31, 1998, outside directors received
fees of $50 for attendance at each committee meeting and $100 for attendance at
each Board meeting. No other executive officers received these fees.
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<PAGE> 11
Security Ownership of Certain
BENEFICIAL OWNERS AND MANAGEMENT
GENERAL
The following table shows how much common stock in the company is
owned by the directors, executive officers, and owners of more than 5% of the
outstanding common stock, as of March 1, 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES % OF BENEFICIAL
NAME SHARES OWNED (1) RIGHT TO ACQUIRE (2) OWNERSHIP
---- ---------------- -------------------- ---------------
<S> <C> <C> <C>
Richard K. Bogan 9,600 2,800 1.03%
William L. Boyd, III 13,600 2,800 1.36%
Thomas C. Brown 9,600 2,800 1.03%
Chimin J. Chao 14,068 2,800 1.39%
Robert G. Clawson 9,600 2,800 1.03%
Michael C. Crapps 10,100 12,000 1.82%
Hinton G. Davis (4) 43,100 2,800 3.79%
Anita B. Easter 13,100 2,800 1.31%
O.A. Ethridge 9,600 2,800 1.03%
George H. Fann, Jr. 41,600 2,800 3.67%
William A. Jordan 12,536 2,800 1.27%
W. James Kitchens, Jr. 24,600 2,800 2.27%
James C. Leventis (5) 11,100 4,000 1.25%
Broadus Thompson 11,980 2,800 1.22%
Angelo L. Tsiantis 14,100 2,800 1.40%
Loretta R. Whitehead 7,600 2,800 .86%
Mitchell M. Willoughby 10,600 2,800 1.11%
All executive officers and directors 285,304 58,000 27.13%
as a group (19 persons)
</TABLE>
(1) Includes shares for which the named person:
- has sole voting and investment power,
- has shared voting and investment power with a spouse, or
otherwise claimed as beneficially owned, or
- holds in an IRA or other retirement plan program, unless
otherwise indicated in these footnotes.
Does not include shares that may be acquired by exercising stock
options.
(2) Includes shares that may be acquired within the next 60 days by
exercising vested stock options but does not include any other stock
options.
(3) Determined by assuming the named person exercises all options which he
or she has the right to acquire within 60 days, but that no other
persons exercise any options.
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<PAGE> 12
(4) Includes 10,000 shares held by an investment company affiliate of Mr.
Davis.
(5) Includes 11,000 shares held by an investment affiliate of Mr. Leventis.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1998, the Board of Directors of the
company held 13 meetings and the Board of Directors of First Community Bank
held 13 meetings. All of the directors of the company and First Community Bank
attended at least 75% of the aggregate of such board meetings and the meetings
of each committee on which they served except for William L. Boyd and William
A. Jordan.
The company's Board of Directors has appointed a number of committees,
including an audit committee, human resources committee, and an executive
committee. The audit committee is composed of the following members O.A.
Etheridge, Hinton G. Davis, and Broadus Thompson. The audit committee met three
times in 1998. 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 responses. 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, 1998. The human resources committee is composed of the following
members: James C. Leventis, Michael C. Crapps, William L. Boyd, III, Thomas C.
Brown, and Angelo L. Tsiantis.
The Company's executive committee is responsible for nominating
individuals for election to the Company's Board of Directors. In 1998, 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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
The company and First Community Bank have banking and other
transactions in the ordinary course of business with directors and officers of
the company and First Community Bank and their affiliates. It is the company's
policy that these transactions be on substantially the same terms (including
price, or interest rates and collateral) as those prevailing at the time for
comparable transactions with unrelated parties. The company does not expect
these transactions to involve more than the normal risk of collectibility nor
present other unfavorable features to the company or First Community Bank.
Loans to individual directors and officers must also comply with First
Community Bank's lending policies and statutory lending limits, and directors
with a personal interest in any loan application are excluded from the
consideration of the loan application. The company intends for all of its
transactions with its affiliates to be on terms no less favorable to the
company than could be obtained from an unaffiliated third party and to be
approved by a majority of disinterested directors.
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<PAGE> 13
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934
As required by Section 16(a) of the Securities Exchange Act of 1934,
the Company's directors, its executive officers, and certain individuals are
required to report periodically their ownership of the Company's common stock
and any changes in ownership to the SEC. Based on a review of Forms 3, 4, and 5
and any representations made to the Company, the Company believes that all such
reports for these persons were filed in a timely fashion during 1998, except
one report covering one transaction for William L. Boyd, III.
INDEPENDENT AUDITOR
The company has selected Clifton D. Bodiford, C.P.A. to serve as the
independent auditor to the company for the year ending December 31, 1999.
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS
If shareholders wish a proposal to be included in the company's proxy
statement and form of proxy relating to the 2000 annual meeting, they must
deliver a written copy of their proposal to the principal executive offices of
the company no later than November 20, 1999. To ensure prompt receipt by the
company, the proposal should be sent certified mail, return receipt requested.
Proposals must comply with the company's bylaws relating to shareholder
proposals in order to be included in the company's proxy materials.
March 23, 1999
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<PAGE> 14
PROXY SOLICITED FOR ANNUAL MEETING
OF SHAREHOLDERS OF
FIRST COMMUNITY CORPORATION
TO BE HELD ON APRIL 21, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints Michael C. Crapps and
Joseph G. Sawyer, and each of them, his or her true and lawful agents and
proxies with full power of substitution in each, to represent and vote, as
indicated below, all of the shares of Common Stock of First Community
Corporation that the undersigned would be entitled to vote at the Annual
Meeting of Shareholders of the company to be held at the Golden Hills Golf and
Country Club, 100 Scotland Drive, Lexington, South Carolina, at 11:00 a.m.
local time, and at any adjournment, upon the matters described in the
accompanying Notice of Annual Meeting of Shareholders and Proxy Statement,
receipt of which is acknowledged. These proxies are directed to vote on the
matters described in the Notice of Annual Meeting of Shareholders and Proxy
Statement as follows:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED: (I) "FOR" PROPOSAL NO. 1 TO ELECT THE SIX IDENTIFIED CLASS
II DIRECTORS TO SERVE ON THE BOARD OF DIRECTORS EACH FOR THREE-YEAR TERMS; AND
(II) "FOR" PROPOSAL NO. 2 TO APPROVE THE 1999 STOCK INCENTIVE PLAN.
1. PROPOSAL to elect the six identified Class II directors to serve for
three year terms.
Thomas C. Brown
Robert G. Clawson
O. A. Ethridge, D.M.D.
W. James Kitchens, Jr.
Broadus Thompson
Mitchell M. Willoughby
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed (except as marked to to vote for all
the contrary) nominees
(INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write that nominees name(s) in the space provided below).
2. PROPOSAL to approve the 1999 Stock Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
- ------------------------------------------------------------------------------
Dated:
-----------------------, 1999
- ---------------------------------- -----------------------------------
Signature of Shareholder(s) Signature of Shareholder(s)
- ---------------------------------- -----------------------------------
Print name clearly Print name clearly
Please sign exactly as name or names appear on your stock certificate. Where
more than one owner is shown on your stock certificate, each owner should sign.
Persons signing in a fiduciary or representative capacity shall give full
title. If a corporation, please sign in full corporate name by authorized
officer. If a partnership, please sign in partnership name by authorized
person.
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