Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant
Check the appropriate box:
[ ] 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
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>
FIRST COMMUNITY CORPORATION
5455 Sunset Boulevard
Lexington, South Carolina 29072
Notice of Annual Meeting of Shareholders
Dear Fellow Shareholder:
We cordially invite you to attend the 2000 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 1999
and answer your questions. We are excited about our accomplishments in 1999 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 26, 2000 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 five members to the Board of Directors;
2. 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, 2000 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,
/s/ James C. Leventis
James C. Leventis
Chairman of the Board
/s/ Michael C. Crapps
Michael C. Crapps
President and Chief Executive Officer
Lexington, South Carolina
March 24, 2000
<PAGE>
FIRST COMMUNITY CORPORATION
5455 Sunset Boulevard
Lexington, South Carolina 29072
Proxy Statement For Annual Meeting of
Shareholders to be Held on April 26, 2000
Our Board of Directors is soliciting proxies for the 2000 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, 2000 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. We will count abstentions and broker
non-votes, which are described below, in determining whether a quorum exists.
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." 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. Brokers who hold
shares for the accounts of their clients may vote these shares either as
directed by their clients or in their own discretion if permitted by the
exchange or other organization of which they are members. Proxies that brokers
do not vote on some proposals but that they do vote on others are referred to as
"broker non-votes" with respect to the proposals not voted upon. A broker
non-vote does not count as a vote in favor of or against a particular proposal
for which the broker has no discretionary voting authority. In addition, if a
shareholder abstains from voting on a particular proposal, the abstention does
not count as a vote in favor of or against the proposal.
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 24,
2000.
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 III directors will
expire at the meeting. The terms of the Class I directors expire at the 2001
Annual Shareholders Meeting. The terms of the Class II directors will expire at
the 2002 Annual Shareholders Meeting. Our directors and their classes are:
<PAGE>
Class I Class II Class III
------- -------- ---------
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
Shareholders will elect five nominees as Class III directors at the
meeting to serve a three-year term, expiring at the 2003 Annual Meeting of
Shareholders. The directors will be elected by a plurality of the votes cast at
the meeting. This means that the five nominees receiving the highest number of
votes will be elected.
The Board of Directors recommends that you elect William L. Boyd,
Chimin J. Chao, William A. Jordan, James C. Leventis, and Loretta R. Whitehead
as Class III 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. Boyd, Mr.
Chao, Mr. Jordan, Mr. Leventis, and Ms. Whitehead. 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:
William L. Boyd, III, 75, 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, 44, 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.
William A. Jordan, 44, 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, 62, 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.
4
<PAGE>
Loretta R. Whitehead, 57, 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.
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 the subsidiary bank.
Thomas C. Brown, 41, 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, 84, 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., 56, 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., 38, 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, 66, 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.
Mitchell M. Willoughby, 52, 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.
Richard K. Bogan, 54, 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
5
<PAGE>
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.
Michael C. Crapps, 41, 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, 62, 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, 55, 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 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., 55, 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.
Angelo L. Tsiantis, 69, 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.
David K. Proctor, 43, 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.
6
<PAGE>
Joseph G. Sawyer, 49, 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.
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, 1997 through 1999. No other executive officers of the company
or First Community Bank earned total annual compensation, including salary and
bonus, in excess of $100,000 in 1999.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
----------------------- ----------------------
Securities All Other
Principal Position Year Salary (1) Bonus Underlying Options (#) Compensation (1)
- ------------------- ---- ---------- ----- ---------------------- ----------------
<S> <C> <C> <C> <C> <C>
Michael C. Crapps 1999 $107,828 $19,458 ---- $10,260
President and CEO 1998 101,723 11,883 ---- 10,260
1997 95,120 8,886 ---- 10,260
</TABLE>
(1) Includes $9,000 automobile allowance and $1,260 in club dues.
Aggregated Option Exercises and Year-End Option Values
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised Securities In-the-Money Options at
Underlying Options at Fiscal Year End(#) Fiscal Year End ($)(1)
Exercisable/Unexercisable Exercisable/Unexercisable
--------------------------------------- -------------------------
<S> <C> <C>
Name
- ----
Michael C. Crapps 15,000/5,000 $82,500/$27,500
- ---------------
</TABLE>
(1) The values shown equal the difference between the exercise price of
unexercised in-the-money options and the closing market price ($15.50) of
the underlying common stock at December 31, 1999. 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
7
<PAGE>
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, 1999, 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.
<PAGE>
Security Ownership of Certain
Beneficial Owners and Management
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, 2000.
<TABLE>
<CAPTION>
Number of Shares % of Beneficial
Name Owned (1) Right to Acquire (2) Ownership(3)
---- --------- -------------------- ---------------
<S> <C> <C> <C>
Richard K. Bogan 10,000 3,200 1.09%
William L. Boyd, III 9,400 3,200 1.04%
Thomas C. Brown 15,000 3,200 1.51%
Chimin J. Chao 14,468 3,200 1.46%
Robert G. Clawson 10,000 3,200 1.09%
Michael C. Crapps 10,100 16,000 2.13%
Hinton G. Davis (4) 43,500 3,200 3.86%
Anita B. Easter 13,500 3,200 1.38%
O.A. Ethridge 10,000 3,200 1.09%
George H. Fann, Jr. 42,000 3,200 3.73%
William A. Jordan 12,936 3,200 1.33%
W. James Kitchens, Jr. 25,000 3,200 2.33%
James C. Leventis (5) 11,100 6,000 1.41%
David K. Proctor 8,213 4,600 1.06%
Joseph G. Sawyer 4,607 4,600 .76%
Broadus Thompson 12,380 3,200 1.29%
Angelo L. Tsiantis 14,500 3,200 1.46%
Loretta R. Whitehead 8,000 3,200 .93%
Mitchell M. Willoughby 11,000 3,200 1.17%
All executive officers and directors
as a group (19 persons) 285,704 79,200 28.37%
- ------------------------
</TABLE>
9
<PAGE>
(1) Includes shares for which the named person:
o has sole voting and investment power,
o has shared voting and investment power with a spouse, or otherwise
claimed as beneficially owned, or
o 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 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.
(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, 1999, the Board of Directors of the
company held 12 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 Robert B. Clawson, William A.
Jordan, and Mitchell M. Willougby.
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 1999. 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 three times during the year ended December 31, 1999.
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 1999, 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.
10
<PAGE>
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.
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 1999.
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, 2000.
Shareholder Proposals for the 2001 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 2001 annual meeting, they must
deliver a written copy of their proposal to the principal executive offices of
the company no later than November 20, 2000. 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 24, 2000
11
<PAGE>
PROXY SOLICITED FOR ANNUAL MEETING
OF SHAREHOLDERS OF
FIRST COMMUNITY CORPORATION
To be held on April 21, 2000
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 "for" Proposal No. 1 to elect the five identified Class III
directors to serve on the Board of Directors each for three-year terms
1. PROPOSAL to elect the five identified Class III directors to serve for
three year terms.
William L. Boyd
Chimin J. Chao
William A. Jordan
James C. Leventis
Loretta R. Whitehead
|_| FOR all nominees |_| WITHHOLD AUTHORITY
listed (except as marked to to vote for all nominees
the contrary)
(INSTRUCTION: To withhold authority to vote for any individual nominee(s), write
that nominees name(s) in the space provided below).
Dated: , 2000
---------------------------
- --------------------------------- ----------------------------------------
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.
