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:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
FIRST SOUTHERN BANCSHARES, INC.
(Name of Registrant as Specified in Its Charter)
FIRST SOUTHERN BANCSHARES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transactions applies:
N/A
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
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:
N/A
(2) Form, schedule or registration statement no.:
N/A
(3) Filing party:
N/A
(4) Date filed:
N/A
<PAGE>
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March 14, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
First Southern Bancshares, Inc. ("Corporation"), the holding company for First
Southern Bank ("Bank"). The meeting will be held at the main office of the
Bank at 102 South Court Street, Florence, Alabama, on Wednesday, April 16,
1997, at 10:00 a.m., Central Time.
The attached Notice of the Annual Meeting of Stockholders and Proxy
Statement describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the Corporation.
Directors and officers of the Corporation, as well as a representative of
Marmann & Associates, P.C., the Corporation's independent auditors, will be
present to respond to appropriate questions of stockholders.
To ensure proper representation of your shares at the meeting, the Board
of Directors requests that you sign, date and return the enclosed proxy card
in the enclosed postage-prepaid envelope as soon as possible, even if you
currently plan to attend the meeting. This will not prevent you from voting
in person, but will assure that your vote is counted if you are unable to
attend the meeting.
We look forward to seeing you at the meeting.
Sincerely,
Charles L. Frederick, Jr.
President and Chief Executive Officer
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FIRST SOUTHERN BANCSHARES, INC.
102 South Court Street
Florence, Alabama 35630
(205) 764-7131
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 16, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
("Meeting") of First Southern Bancshares, Inc. ("Corporation") will be held at
the main office of First Southern Bank at 102 South Court Street, Florence,
Alabama, on Wednesday, April 16, 1997, at 10:00 a.m., Central Time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Corporation;
2. The approval of an amendment to the Corporation's Certificate of
Incorporation to decrease the number of authorized shares of common
stock to 4 million shares; and
3. Such other matters as may properly come before the Meeting or any
adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the Meeting may be adjourned. Pursuant to the
Corporation's Bylaws, the Board of Directors has fixed the close of business
on March 1, 1997 as the record date for the determination of the stockholders
entitled to notice of and to vote at the Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed form of proxy, which
is solicited by the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend the Meeting and
vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
M. KAYE TOWNSEND
SECRETARY
Florence, Alabama
March 14, 1997
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
<PAGE>
<PAGE>
PROXY STATEMENT
OF
FIRST SOUTHERN BANCSHARES, INC.
102 South Court Street
Florence, Alabama 35630
(205) 764-7131
ANNUAL MEETING OF STOCKHOLDERS
April 16, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Southern Bancshares, Inc.
("Corporation") to be used at the Annual Meeting of Stockholders ("Meeting")
of the Corporation. The Meeting will be held at the main office of First
Southern Bank ("Bank") at 102 South Court Street, Florence, Alabama, on
Wednesday, April 16, 1997, at 10:00 a.m., Central Time. The accompanying
Notice of Annual Meeting of Stockholders and this Proxy Statement are being
first mailed to stockholders on or about March 14, 1997.
REVOCATION OF PROXIES
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted
at the Meeting and at all adjournments thereof. Proxies may be revoked by
written notice delivered in person or mailed to the Secretary of the
Corporation at 102 South Court Street, Florence, Alabama 35630, or by the
filing of a later-dated proxy prior to a vote being taken on a particular
proposal at the Meeting. A proxy will not be voted if a stockholder attends
the Meeting and votes in person. Proxies solicited by the Board of Directors
of the Corporation will be voted in accordance with the directions given
therein. Proxies, which are executed and returned but where no instructions
are indicated, will be voted for the nominees for directors and the other
proposal set forth below.
VOTING SECURITIES AND SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Stockholders of record as of the close of business on March 1, 1997
("Record Date"), are entitled to one vote for each share of common stock of
the Corporation ("Common Stock") then held. As of the Record Date, the
Corporation had 1,967,569 shares of Common Stock issued and outstanding.
The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares of Common Stock entitled to vote is necessary to
constitute a quorum at the Meeting. The three directors to be elected at the
Meeting will be elected by a plurality of the votes cast by the stockholders
present in person or by proxy and entitled to vote. Votes may be cast for or
withheld from each director nominee. Votes that are withheld will have no
effect on the outcome of the election because directors will be elected by a
plurality of votes cast. Abstentions may be specified on all proposals
submitted to a stockholder vote other than the election of directors.
Abstentions will be counted as present for purposes of determining the
existence of a quorum regarding the proposal on which the abstention is noted.
Thus, abstentions on the Corporation's proposals to approve the amendment to
the Corporation's Certificate of Incorporation will have the effect of a vote
against such proposal. Broker non-votes will be counted for purposes of
determining the existence of a quorum, but will not be counted for purposes of
determining the number of votes cast with respect to a proposal and,
accordingly, will have no effect on the outcome of such proposal.
If a stockholder is a participant in the Bank's Employee Stock Ownership
Plan ("ESOP"), the proxy card represents a voting instruction to the trustees
of the ESOP as to the number of shares in the participant's plan
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account. Each participant in the ESOP may direct the trustees as to the
manner in which shares of Common Stock allocated to the participant's plan
account are to be voted. Unallocated shares of Common Stock held by the ESOP
and allocated shares for which no voting instructions are received will be
voted by the trustees in the same proportion as shares for which the trustees
have received voting instructions.
Persons and groups who beneficially own in excess of 5% of the
Corporation's Common Stock are required to file certain reports with the
Securities and Exchange Commission ("SEC") regarding such ownership pursuant
to the Securities Exchange Act of 1934, as amended ("Exchange Act"). Based
upon such reports, the following table sets forth, as of the Record Date,
certain information as to those persons who were beneficial owners of more
than 5% of the outstanding shares of Common Stock. Management knows of no
persons other than those set forth below who owned more than 5% of the
outstanding shares of Common Stock as of the Record Date. The table also sets
forth, as of the Record Date, information as to the shares of Common Stock
beneficially owned by each director, the "named executive officer" of the
Corporation, and all executive officers and directors of the Corporation as a
group.
Amount and Nature Percent of
of Beneficial Common Stock
Beneficial Owner Ownership (1) Outstanding
- ---------------- ------------- -----------
Beneficial Owners of More Than 5%
First Southern Bank Employee 163,845 8.33%
Stock Ownership Plan Trust
Directors
William E. Batson 13,075 0.66
James E. Bishop 48,203 2.44
Milka S. Duke 13,075 0.66
Gary A. Gamble 83,610 4.25
J. Acker Rogers 28,105 1.43
Kenneth A. Williams 12,575 0.64
Named Executive Officers*
Charles L. Frederick, Jr.** 38,115 1.94
Thomas N. Ward** 35,560 1.81
All Executive Officers and
Directors as a Group (8 persons) 272,318 13.84
____________________
* Under SEC regulations, the term "named executive officers" is defined to
include the chief executive officer, regardless of compensation level, and
the four most highly compensated executive officers, other than the chief
executive officer, whose total annual salary and bonus for the last
completed fiscal year exceeded $100,000. Charles L. Frederick and Thomas
N. Ward were the Corporation's only "named executive officers" for the
fiscal year ended December 31, 1996.
** Messrs. Frederick and Ward are also directors of the Corporation.
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of
the Corporation's Common Stock if he or she has voting and/or investment
power with respect to such security or has a right to acquire, through the
exercise of outstanding options or otherwise, beneficial ownership at any
time within 60 days from the Record Date. The table includes shares owned
by spouses, other immediate family members in trust, shares held in
retirement accounts or funds for the benefit of the named individuals, and
other forms of ownership, over which shares the named persons possess
voting and/or investment power.
2
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PROPOSAL I - ELECTION OF DIRECTORS
The Corporation's Board of Directors consists of eight directors. The
Board is divided into three classes with staggered terms, and each director is
elected for a three-year term. Three directors will be elected at the Meeting
to serve for a three-year period, or until their respective successors have
been duly elected and qualified. The Board of Directors has nominated for
election as directors James E. Bishop, Milka S. Duke and J. Acker Rogers, all
of whom are current members of the Boards of Directors of the Corporation and
the Bank. Stockholders are not permitted to cumulate their votes for the
election of directors.
If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend. At this time, the Board knows of no reason why any
nominee might be unavailable to serve.
The Board of Directors recommends a vote "FOR" the election of all Board
nominees set forth below.
The following table sets forth certain information regarding the nominees
for election at the Meeting and those directors continuing in office after the
Meeting.
Year
First Year
Principal Occupation Elected Term
Name Age(1) During Last Five Years Director(2) Expires
---- ------ ---------------------- ----------- -------
BOARD NOMINEES
James E. Bishop 48 Owner and President of Jim 1991 2000(3)
Bishop Chevrolet GEO Buick
Oldsmobile, Inc., Tuscumbia,
Alabama.
Milka S. Duke 70 Retired; former Senior Vice 1987 2000(3)
President, Vice President
and Corporate Secretary of the
Bank.
J. Acker Rogers 50 Owner and President of Rogers, 1991 2000(3)
Carlton & Associates, Inc.,
Florence, Alabama, a general
insurance agency.
(table continued on following page)
3
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Year
First Year
Principal Occupation Elected Term
Name Age(1) During Last Five Years Director(2) Expires
---- ------ ---------------------- ----------- -------
DIRECTORS CONTINUING IN OFFICE
Charles L.
Frederick, Jr. 58 President and Chief Executive 1988 1998
Officer of the Corporation and
the Bank.
William E. Batson 73 Chairman of the Board of the
Corporation and the Bank; self- 1977 1998
employed public accountant,
Florence, Alabama.
Gary A. Gamble 44 Owner and President of Trans- 1992 1998
Mart, Inc., a national distri-
butor of automobile transmission
parts, Florence, Alabama.
Thomas N. Ward 41 Executive Vice President and 1988 1999
Chief Operating Officer of
the Corporation and the Bank.
Kenneth A. Williams 72 Retired partner of Williams & 1967 1999
Son Oil Co., Florence, Alabama.
(1) At December 31, 1996.
(2) Includes prior service on the Board of Directors of the Bank.
(3) Assuming election at the Meeting.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Corporation and the Bank conduct their
business through meetings and committees of the Boards. During the fiscal
year ended December 31, 1996, the Board of Directors of the Corporation held
10 meetings and the Board of Directors of the Bank held 13 meetings. No
director of the Corporation or the Bank attended fewer than 75% of the total
meetings of the Boards and committees on which such Board member served during
this period.
The Board of Directors of the Bank has established an Audit Committee,
Personnel/Compensation Committee, and the Board of Directors of the
Corporation has established a Nominating Committee, among others.
The Audit Committee consists of Messrs. Williams (Chairman), Bishop and
Gamble. It meets as-needed, but no fewer than at least once every six months,
and is responsible for reviewing and evaluating the internal controls and
accounting procedures and for recommending the annual appointment of the
outside auditor and meets with them to review the results of the annual audit
and any related matters. The Audit Committee met two times during the fiscal
year ended December 31, 1996.
The Personnel/Compensation Committee consists of Ms. Duke (Chairman),
Messrs. Bishop and Rogers. It meets as-needed, but no fewer than at least
once every six months, and is responsible for reviewing and
4
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recommending annual salary levels for executive officers, including the Chief
Executive Officer, to the Board of Directors and for reviewing and
establishing the personnel policies and procedures. The Personnel/
Compensation Committee met three times during the fiscal year ended December
31, 1996.
The full Board of Directors of the Corporation acts as the Nominating
Committee for selecting the nominees for election as directors. The
Corporation's Certificate of Incorporation provides that if a stockholder
intends to nominate a candidate for election as a director, the stockholder
must deliver written notice of his or her intention to the Secretary of the
Corporation not less than thirty days nor more than sixty days prior to the
date of a meeting of stockholders; provided, however, that if less than
thirty-one days' notice of the date of the meeting is given or made to
stockholders, such written notice must be delivered to the Secretary of the
Corporation not later than the close of the tenth day following the day on
which notice of the meeting was mailed to stockholders. The notice must set
forth all information as would be required to be included in a proxy statement
soliciting proxies for the election of the proposed nominee pursuant to the
Exchange Act, including, without limitation, such person's written consent to
being named in the proxy statement as a nominee and to serving as a director,
if elected, and, as to the stockholder giving such notice, his or her name and
address as they appear on the Corporation's books, and the class and number of
shares of the Corporation which are beneficially owned by such stockholder.
The Board of Directors met once in its capacity as the Nominating Committee
during the year ended December 31, 1996.
DIRECTORS' COMPENSATION
Directors of the Corporation receive a quarterly retainer of $550.
Directors of the Bank, who also serve as directors of the Corporation, receive
a fee of $750 per month with the exception of the Chairman of the Board who
receives a fee of $850 per month. Non-officer directors receive an additional
$100 for committee meetings. Total fees paid to directors of the Corporation
and the Bank during the fiscal year ended December 31, 1996 were $84,600.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following information is furnished for
the Messrs. Frederick and Ward.
Long-term Compensation
Annual Compensation(1) Awards All
Restricted Number Other
Name and Stock of Annual
Position Year Salary(2) Bonus Awards(3) Options(4) Compensation
- -------------------- ---- --------- ----- --------- ---------- ------------
Charles L. Frederick 1996 $134,095 $25,470 $206,561 20,499 --
President and Chief 1995 121,100 20,470 -- -- --
Executive Officer 1994 108,000 11,520 -- -- --
Thomas N. Ward 1996 $114,397 $22,950 $180,810 20,499 --
Executive Vice
President and 1995 101,850 17,920 -- -- --
Chief Operating 1994 88,000 10,080 -- -- --
Officer
(footnotes on following page)
5
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___________
(1) All compensation is paid by the Bank. Excludes certain additional
benefits received by each individual, the aggregate amounts of which do
not exceed 10% of the particular individual's total annual salary and
bonus.
(2) Salaries for Messrs. Frederick and Ward each include $11,000 in directors'
fees.
(3) Represents the value of restricted stock awards at April 17, 1996, the
date of grant, pursuant to the Management Recognition Plan ("MRDP").
Dividends are paid on such awards if and when declared and paid by the
Corporation on the Common Stock. At December 31, 1996, the value of the
unvested awards (which vest pro rata over a five-year period with the
first 20% installment vesting on April 17, 1997) for Messrs. Frederick and
Ward was $160,659 (13,115 shares at $12.25 per share) and $140,630 (11,480
shares at $12.25 per share), respectively.
(4) Subject to pro rata vesting over a five year period with the first 20%
installment vesting on April 17, 1997.
Options Grants Table. The following information is provided for Messrs.
Frederick and Ward.
Percent of
Number of Total Options
Securities Granted to
Underlying Employees in Exercise Expiration
Name Options Granted (1) Fiscal Year Price (2) Date
- ------------- ------------------ ----------- --------- ----------
Charles L. Frederick 20,499 10% $11.75 04/15/06
Thomas N. Ward 20,499 10% 11.75 04/15/06
_____________
(1) Subject to pro rata vesting over a five year period with the first
20% installment vesting on April 17, 1997.
(2) Adjusted to reflect return of capital payments during fiscal 1996.
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<TABLE>
Option Exercise/Value Table. The following information is provided for Messrs. Frederick and Ward.
Value of
Unexercised
In-the-Money
Shares Dollar Number of Securities Options at
Acquired on Value Underlying Unexercised Options Fiscal Year End
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles L. Frederick -- -- -- 20,499 -- $240,863
Thomas N. Ward -- -- -- 20,499 -- 240,863
</TABLE>
<PAGE>
Employment Agreements. Effective April 20, 1995, the Corporation and
Bank (collectively, "Employers") entered into three-year employment agreements
with Messrs. Frederick and Ward providing for initial salary levels of
$110,000 and $90,000, respectively, which amounts will be paid by the Bank and
which may be increased at the discretion of the Board of Directors or an
authorized committee of the Board. The salary of each executive officer may
not be decreased during the term of the employment agreement without the prior
written consent of the officer. On each anniversary of the commencement date
of the agreement, the term of the agreement may be extended by action of the
Board of Directors for an additional year unless a notice of termination of
the agreement is given by the executive officer. The agreements are
terminable by the Employers for just cause at any time or in certain events
specified by federal regulations.
The employment agreements provide for severance payments and other
benefits in the event of involuntary termination of employment in connection
with any change in control of the Employers. Severance payments also will be
provided on a similar basis in connection with a voluntary termination of
employment within 12 months of a change in control where the executive
officers are assigned duties inconsistent with their positions, duties,
responsibilities and status immediately prior to such change in control. The
term "change in control" is defined in
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the agreements as, among other things, any time during the period of
employment when a change of control is deemed to have occurred when (a) a
person other than the Corporation purchases shares of Common Stock pursuant to
a tender or exchange offer for such shares, (b) any person (as such term is
used in Sections 13(d) and 14(d)(2) of the Exchange) is or becomes the
beneficial owner, directly or indirectly, of securities of the Corporation
representing 25% or more of the combined voting power of the Corporation's
then outstanding securities, (c) the membership of the Board of Directors
changes as the result of a contested election, or (d) stockholders of the
Corporation approve a merger, consolidation, sale or disposition of all or
substantially all of the Corporation's assets, or a plan of partial or
complete liquidation.
The severance payments from the Employers will equal 2.99 times
Messrs. Frederick's and Ward's average annual compensation during the
preceding five years. Such amount will be paid in a lump sum within ten
business days following the termination of employment. Had a change in
control of the Employers occurred during the year ended December 31, 1996,
they would have been entitled to a severance payment of approximately $323,000
and $264,000, respectively. Section 280G of the Internal Revenue Code of
1986, as amended ("Code"), provides that certain severance payments which
equal or exceed three times the base compensation of the individual are deemed
to be "excess parachute payments" if they are contingent upon a change in
control. Individuals receiving excess parachute payments are subject to a 20%
excise tax on the amount of such excess payments, and the Employers would not
be entitled to deduct the amount of such excess payments.
The agreement restricts Messrs. Frederick's and Ward's right to
compete against the Employers for a period of one year from the date of
termination of the agreement if Messrs. Frederick and Ward voluntarily
terminate their employment, except in the event of a change in control.
Pension Plan. The Bank maintains a non-contributory defined benefit
pension plan for the benefit of all employees who have completed at least six
months of service and attained age 21. Plan benefits are based on a
participant's length of service and compensation, which is defined to include
total taxable compensation as reported to the Internal Revenue Service on Form
W-2. Participants are 100% percent vested in their accrued benefits after
five years of service.
At normal retirement age under the plan (age 65), a participant would
receive an annual benefit equal to 2% of his or her years of credited service
times the average of his or her highest five years' compensation. The normal
form of benefit is a monthly annuity payable for the participant's life.
Optional forms of benefit include a lump sum payment and various alternative
annuity payments. The plan also provides for proportionately reduced benefits
in the event of a participant's early retirement prior to attaining normal
retirement age 65. Benefits are not subject to reduction for Social Security
or other offset amounts. At December 31, 1996, Messrs. Frederick and Ward had
30 and 18 years of credited service under the plan, respectively.
The following table sets forth annual benefits payable at normal
retirement age (age 65) in the form of a life annuity. Under the Code, the
plan may not provide annual benefits in excess of a statutory maximum
level ($125,000 per year in calendar 1996).
7
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Highest Five Year Years of Service
Average Compensation 15 20 25 30 35
- -------------------- ----- ----- ----- ----- -----
$ 10,000 $ 3,000 $ 4,000 $ 5,000 $ 6,000 $ 7,000
$ 20,000 6,000 8,000 10,000 12,000 14,000
$ 30,000 9,000 12,000 15,000 18,000 21,000
$ 40,000 12,000 16,000 20,000 24,000 28,000
$ 50,000 15,000 20,000 25,000 30,000 35,000
$ 60,000 18,000 24,000 30,000 36,000 42,000
$ 70,000 21,000 28,000 35,000 42,000 49,000
$ 80,000 24,000 32,000 40,000 48,000 56,000
$ 90,000 27,000 36,000 45,000 54,000 63,000
$100,000 30,000 40,000 50,000 60,000 70,000
$110,000 33,000 44,000 55,000 66,000 77,000
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires certain officers of the
Corporation and its directors, and persons who beneficially own more than 10%
of any registered class of the Corporation's equity securities, to file
reports of beneficial ownership and changes in beneficial ownership with the
Securities and Exchange Commission. Based solely on a review of the reports
and written representations provided to the Corporation by the persons, the
Corporation believes that all filing requirements applicable to its reporting
officers, directors and greater than 10% beneficial owners were complied with
properly and timely during the fiscal year ended December 31, 1996.
TRANSACTIONS WITH MANAGEMENT
Director J. Acker Rogers is part owner of the insurance firm of
Rogers, Carlton & Associates, Inc., from which the Bank has purchased
insurance for the past several years. Rogers, Carlton & Associates, Inc.
received $99,000 from the Bank during the fiscal year ended December 31, 1996.
As required by applicable law and regulations, all loans or extensions
of credit to executive officers and directors are made on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons and do not involve
more than the normal risk of repayment or present other unfavorable features.
At December 31, 1996, loans to executive officers and directors and their
related interests totalled $2.2 million.
PROPOSAL II - APPROVAL OF AN AMENDMENT TO CERTIFICATE OF INCORPORATION
On February 13, 1997, the Corporation's Board of Directors adopted,
subject to stockholder approval, an amendment to the Corporation's Certificate
of Incorporation to decrease the number of authorized shares of Common Stock
from the present 8 million to 4 million. The purpose of the amendment is to
reduce the Corporation's annual franchise tax liability to the State of
Delaware (the Corporation's jurisdiction of incorporation), which is based on
the amount of authorized capital stock of the Corporation. Based on the
franchise tax rate for calendar year 1996, the Corporation would save
approximately $20,000 annually as result of the proposed decrease in the
number of authorized shares of Common Stock.
If approved by stockholders, the proposed amendment would only change
the initial sentence of Article VII of the Corporation's Certificate of
Incorporation as follows:
8
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From: "The aggregate number of shares of all classes of capital stock
which the Corporation has authority to issue is 8,500,000, of
which 8,000,000 are to be shares of common stock, $.01 par
value per share, and of which 500,000 are to be shares of
serial preferred stock, $.01 par value per share."
To: "The aggregate number of shares of all classes of capital stock
which the Corporation has authority to issue is 4,500,000, of
which 4,000,000 are to be shares of common stock, $.01 par
value per share, and of which 500,000 are to be shares of
serial preferred stock, $.01 par value per share."
The approval of the reduction in the number of authorized shares of
Common Stock will not preclude the Corporation's Board of Directors from
adopting, subject to stockholder approval, a future amendment to the
Corporation's Certificate of Incorporation to increase the number of
authorized shares of Common Stock back to the present level of 8 million
shares or higher, should the need for additional authorized shares arise.
Among other things, such need could arise to effect a stock split or an
acquisition of another company, none of which, however, are contemplated or
planned at the present time.
The approval of the amendment to the Corporation's Certificate of
Incorporation requires the affirmative vote of the holders of a majority of
the Corporation's outstanding shares of Common Stock. The Board of Directors
recommends a vote "FOR" the amendment to the Corporation's Certificate of
Incorporation.
AUDITORS
Marmann & Associates, P.C., served as the Corporation's independent
public accountants for the 1996 fiscal year. The Board of Directors has
appointed Marmann & Associates, P.C., to be its auditors for the 1997 fiscal
year. A representative of Marmann & Associates, P.C. is expected to be
present at the Meeting to respond to appropriate questions from stockholders
and will have the opportunity to make a statement should he desire to do so.
OTHER MATTERS
The Board of Directors of the Corporation is not aware of any business
to come before the Meeting other than those matters described above in this
Proxy Statement. However, if any other matters should properly come before
the Meeting, it is intended that proxies in the accompanying form will be
voted in respect thereof in accordance with the judgment of the person or
persons voting the proxies.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Corporation.
In addition to solicitations by mail, directors, officers and regular
employees of the Corporation may solicit proxies personally or by telephone
without additional compensation. The Corporation also has retained Regan &
Associates, New York, New York, to assist in soliciting proxies at a cost of
$3,000 plus reimbursable expenses not to exceed $1,500.
The Corporation's Annual Report to Stockholders has been mailed to
stockholders as of the close of business on the Record Date. Any stockholder
who has not received a copy of such Annual Report may obtain a copy by writing
to the Secretary of the Corporation. The Annual Report is not to be treated
as part of the proxy solicitation material or as having been incorporated
herein by reference.
9
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STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Corporation's proxy
solicitation materials for next year's Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be received at the
Corporation's main office at 102 South Court Street, Florence, Alabama, no
later than November 14, 1997. Any such proposals shall be subject to the
requirements of the proxy solicitation rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
M. KAYE TOWNSEND
SECRETARY
Florence, Alabama
March 14, 1997
FORM 10-KSB
A copy of the Corporation's Form 10-KSB for the fiscal year ended December 31,
1996, as filed with the Securities and Exchange Commission will be furnished
without charge to stockholders as of the close of business on the Record Date
upon written request to M. Kaye Townsend, Corporate Secretary, First Southern
Bancshares, Inc., 102 South Court Street, Florence, Alabama 35630.
10
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REVOCABLE PROXY
FIRST SOUTHERN BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 16, 1997
The undersigned hereby appoints the official Proxy Committee of the Board
of Directors of First Southern Bancshares, Inc. with full powers of
substitution, as attorneys and proxies for the undersigned, to vote
all shares of common stock of First Southern Bancshares, Inc. which the
undersigned is entitled to vote at the Annual Meeting of Stockholders, to be
held at the main offices of First Southern Bank, 102 South Court Street,
Florence, Alabama, on Wednesday, April 16, 1997, at 10:00 a.m., Central Time,
and at any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
1. The election as directors of
all nominees listed below
(except as noted to the
contrary below). [ ] [ ]
James E. Bishop
Milka S. Duke
J. Acker Rogers
INSTRUCTION: To withhold your vote
for any individual nominee, write
that nominee's name on the line below.
__________________________________________________________
FOR AGAINST ABSTAIN
2. The approval of an amendment to the
Corporation's Certificate of Incorporation
to decrease the number of authorized [ ] [ ] [ ]
shares of common stock to 4 million shares.
3. Such other matters that may properly come before the Meeting or any
adjournments thereof.
The Board of Directors recommends a vote "FOR" the above proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting
of Stockholders or at any adjournment thereof and after notification to the
Secretary of the Corporation at the Meeting of the stockholder's decision to
terminate this proxy, then the power of said attorneys and proxies shall be
deemed terminated and of no further force and effect.
The undersigned acknowledges receipt from the Corporation, prior to the
execution of this proxy, of the Notice of Annual Meeting of Stockholders, a
proxy statement for the Annual Meeting of Stockholders, and an Annual Report
to Stockholders.
Dated:_______________ , 1997
___________________________ ___________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
___________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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