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.
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(Name of Registrant as Specified in Its Charter)
FIRST SOUTHERN BANCSHARES, INC.
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(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
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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[ ] 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
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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<PAGE>
<PAGE>
March 16, 1998
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 15,
1998, 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,
/s/ Charles L. Frederick, Jr.
Charles L. Frederick, Jr.
President and Chief Executive Officer
<PAGE>
<PAGE>
FIRST SOUTHERN BANCSHARES, INC.
102 South Court Street
Florence, Alabama 35630
(205) 764-7131
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 15, 1998
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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 15, 1998, 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; and
2. 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 February 28, 1998 as the record date for the determination of 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
/s/ M. Kaye Townsend
M. KAYE TOWNSEND
SECRETARY
Florence, Alabama
March 16, 1998
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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.
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<PAGE>
<PAGE>
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PROXY STATEMENT
OF
FIRST SOUTHERN BANCSHARES, INC.
102 South Court Street
Florence, Alabama 35630
(205) 764-7131
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ANNUAL MEETING OF STOCKHOLDERS
April 15, 1998
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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 15, 1998, 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 16, 1998.
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VOTING AND PROXY PROCEDURE
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Stockholders Entitled to Vote at Meeting. Only stockholders of record
as of the close of business on February 28, 1998 ("Record Date") are entitled
to vote at the Meeting, and are entitled to one vote for each share of common
stock of the Corporation ("Common Stock") then held. As of the close of
business on the Record Date, the Corporation had 1,887,639 shares of Common
Stock issued and outstanding. The Common Stock is the Corporation's only
outstanding class of voting securities.
Quorum Requirement. 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. Broker non-votes
will be counted for purposes of determining the existence of a quorum, but
will not be counted for determining the number of votes cast with respect to a
proposal and, therefore, will have no effect on the outcome of such proposal.
Proxies; Proxy Revocation Procedures. The Board of Directors solicits
proxies so that each stockholder has the opportunity to vote on the proposals
to be considered at the Meeting. When a proxy card is returned properly
signed and dated, the shares represented thereby will be voted in accordance
with the instructions on the proxy card. Where a proxy card is properly
signed but no instructions are indicated, proxies will be voted FOR the
nominees for directors set forth in this proxy statement. If a stockholder
attends the Meeting, he or she may vote by ballot.
If a stockholder is a participant in the First Southern Bank 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 account. Each participant 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 from
participants, will be voted by the trustees in the same proportion as shares
for which the trustees have received voting instructions.
Stockholders who execute proxies retain the right to revoke them at any
time. Proxies may be revoked by written notice delivered in person or mailed
to the Secretary of the Corporation at the above address or by filing a later
dated proxy before a vote being taken on a particular proposal at the Meeting.
Attendance at the Meeting will not automatically revoke a proxy, but a
stockholder in attendance may request a ballot and vote in person, thereby
revoking a prior granted proxy.
<PAGE>
<PAGE>
Vote Required. The three directors to be elected at the Meeting will
be elected by a plurality of the votes cast by stockholders present in person
or by proxy and entitled to vote. The Corporation's Certificate of
Incorporation prohibits stockholders from cumulating their votes for the
election of directors. Votes may be cast for or withheld from each nominee
for election as directors. Votes that are withheld and broker non-votes will
have no effect on the outcome of the election because directors will be
elected by a plurality of votes cast.
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VOTING SECURITIES AND SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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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"), and furnish a copy to the
Corporation, 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 close of business on 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 officers" 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 161,874 8.57%
Stock Ownership Plan Trust
Gary A. Gamble* (2) 105,085 5.57
Directors
William E. Batson 12,775 0.68
James E. Bishop 48,203 2.55
Milka S. Duke 13,075 0.69
J. Acker Rogers 28,105 1.48
Kenneth A. Williams 12,575 0.67
Named Executive Officers**
Charles L. Frederick, Jr.* 38,115 2.02
Thomas N. Ward* 36,185 1.92
All Executive Officers and
Directors as a Group (8 persons) 294,118 15.58
(footnotes on following page)
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<PAGE>
<PAGE>
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* Messrs. Gamble, Frederick and Ward are also directors of the Corporation.
** 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, 1997.
(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) Pursuant to a Schedule 13D, dated December 12, 1997, filed with the SEC.
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PROPOSAL I - ELECTION OF DIRECTORS
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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 Charles L. Frederick, Jr., William E. Batson and Gary A.
Gamble, all of whom are current members of the Boards of Directors of the
Corporation and the Bank.
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
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
Charles L.
Frederick, Jr. 59 President and Chief Executive 1988 2001(3)
Officer of the Corporation and
the Bank.
William E. Batson 74 Chairman of the Board of the
Corporation and the Bank; self- 1977 2001(3)
employed public accountant,
Florence, Alabama.
(table continued on following page)
-3-
<PAGE>
<PAGE>
Year
First Year
Principal Occupation Elected Term
Name Age(1) During Last Five Years Director(2) Expires
- ---- ------ ---------------------- ----------- -------
BOARD NOMINEES (Continued)
Gary A. Gamble 45 President of TransMart, Inc., 1992 2001(3)
a national distributor of
automobile transmission parts,
Florence, Alabama.
DIRECTORS CONTINUING IN OFFICE AFTER MEETING
Thomas N. Ward 42 Executive Vice President and 1988 1999
Chief Operating Officer of
the Corporation and the Bank.
Kenneth A.
Williams 73 Retired partner of Williams & 1967 1999
Son Oil Co., Florence, Alabama.
James E. Bishop 49 Owner and President of Jim 1991 2000
Bishop Chevrolet GEO Buick
Oldsmobile, Inc., Tuscumbia,
Alabama.
Milka S. Duke 71 Retired; former Senior Vice 1987 2000
President, Vice President
and Corporate Secretary of the
Bank.
J. Acker Rogers 51 Owner and President of Rogers, 1991 2000
Carlton & Associates, Inc.,
Florence, Alabama, a general
insurance agency.
- -----------------
(1) At December 31, 1997.
(2) Includes prior service on the Board of Directors of the Bank.
(3) Assuming election at the Meeting.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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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, 1997, the Board of Directors of the Corporation held
six meetings and the Board of Directors of the Bank held 12 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.
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<PAGE>
<PAGE>
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, 1997.
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 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
two times during the fiscal year ended December 31, 1997.
The full Board of Directors of the Corporation acts as the Nominating
Committee for selecting the nominees for election as directors. The Board of
Directors met once in its capacity as the Nominating Committee during the year
ended December 31, 1997.
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DIRECTORS' COMPENSATION
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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, 1997 were $101,500.
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EXECUTIVE COMPENSATION
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Summary Compensation Table. The following information is furnished for
Messrs. Frederick and Ward.
Long-term
Compensation
Annual Compensation(1) Awards
----------------------------- ---------------------
Restricted Number
Name and Stock of
Position Year Salary(2) Bonus Awards(3) Options
- -------- ---- --------- ----- --------- -------
Charles L. Frederick 1997 $136,939 $ -- $ -- --
President and Chief 1996 134,095 25,470 206,561 20,499
Executive Officer 1995 121,100 20,470 -- --
Thomas N. Ward 1997 $115,758 -- -- --
Executive Vice Presi- 1996 114,397 22,950 180,810 20,499
dent and Chief 1995 101,850 17,920 -- --
Operating Officer
- ----------------
(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 $11,150 in directors'
fees.
(footnotes continued on following page)
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<PAGE>
<PAGE>
(3) For 1996, represents the value of restricted stock awards at April 17,
1996, the date of grant, pursuant to the Management Recognition Plan.
Dividends are paid on such awards if and when declared and paid by the
Corporation on the Common Stock. At December 31, 1997, the value of the
unvested awards for Messrs. Frederick and Ward was $197,132 (13,115 shares
at $15.03 per share) and $172,556 (11,480 shares at $15.03 per share),
respectively.
Option Grants. No options were granted to Messrs. Frederick and Ward
during the year ended December 31, 1997.
Option Exercise/Value Table. The following information is provided for
Messrs. Frederick and Ward for the year ended December 31, 1997.
<PAGE>
<TABLE>
Value of Unexercised
Number of Securities In-the-Money Options
Shares Dollar Underlying Unexercised Options at Fiscal Year End
Acquired on Value ------------------------------ ------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles L. -- -- -- 20,499 -- $308,100
Frederick, Jr.
Thomas N. Ward -- -- -- 20,499 -- 308,100
</TABLE>
<PAGE>
Employment Agreements. The Corporation and Bank (collectively,
"Employers") have entered into three-year employment agreements with Messrs.
Frederick and Ward providing for current salary levels of $123,000 and
$103,000, 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 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, 1997, they would have
been entitled to a severance payment of approximately $342,000 and $284,600,
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
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<PAGE>
<PAGE>
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. The Bank ceased accruing benefits
under the Plan in May 1997 with the intention of terminating the plan in
fiscal 1998. 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, 1997, Messrs. Frederick and Ward had
31 and 19 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 1997).
Years of Service
Highest Five -------------------------------------------------------
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
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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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, 1997.
-7-
<PAGE>
<PAGE>
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TRANSACTIONS WITH MANAGEMENT
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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
approximately $86,000 from the Bank during the fiscal year ended December 31,
1997.
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, 1997, loans to executive officers and directors and their
related interests totalled approximately $2.2 million.
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INDEPENDENT AUDITORS
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Marmann & Associates, P.C., served as the Corporation's independent
public auditors for the 1997 fiscal year. The Board of Directors has
appointed Marmann & Associates, P.C., to be its independent auditors for the
1998 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.
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OTHER MATTERS
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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.
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MISCELLANEOUS
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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'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.
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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 16, 1998. Any such proposals shall be subject to the
requirements of the proxy solicitation rules adopted under the Exchange Act.
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
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<PAGE>
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.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ M. Kaye Townsend
M. KAYE TOWNSEND
SECRETARY
Florence, Alabama
March 16, 1998
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FORM 10-KSB
- ------------------------------------------------------------------------------
A copy of the Corporation's Form 10-KSB for the fiscal year ended December 31,
1997, 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.
- ------------------------------------------------------------------------------
-9-
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<PAGE>
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE FIRST SOUTHERN BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 15, 1998
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 15, 1998, at 10:00 a.m., Central Time, and at any and all
adjournments thereof, as indicated to the right:
With- For All
For Hold Except
1. The election as directors of all [ ] [ ] [ ]
nominees listed below (except as
noted to the contrary below).
Charles L. Frederick, Jr.
William E. Batson
Gary A. Gamble
INSTRUCTION: To withhold authority to vote
for any individual nominee, mark "Except"
and write that nominee's name in the space
provided below.
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2. Such other matters that may properly come before the Meeting or
any adjournments thereof.
The Board of Directors recommends a vote "FOR" the above proposal.
THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL 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.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
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Please be sure to sign and date Date
this Proxy in the box below.
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- ---Stockholder sign above-------Co-holder (if any) sign above---
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Detach above card, sign, date and mail in postage paid envelope provided.
FIRST SOUTHERN BANCSHARES, INC.
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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 above signed 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.
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, only one signature is required but each
holder should sign, if possible.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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