[CCF HOLDING COMPANY LETTERHEAD]
December 23, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of CCF Holding Company,
(the "Company"), I cordially invite you to attend the Annual Meeting of
Stockholders to be held at the office of the Company and its wholly-owned
subsidiary, Clayton County Federal Savings and Loan Association, 101 North Main
Street, Jonesboro, Georgia on January 23, 1997, at 4:30 p.m. The attached Notice
of Annual Meeting and Proxy Statement describe the formal business to be
transacted at the Annual Meeting. During the Annual Meeting, I will also report
on the operations of the Company. Directors and officers of the Company, as well
as representatives of KPMG Peat Marwick LLP certified public accountants, will
be present to respond to any questions stockholders may have.
The matters to be considered by stockholders at the Annual Meeting are
described in the accompanying Notice of Annual Meeting and Proxy Statement. The
Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting are in the best interests of the Company and
its stockholders. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND DATE
THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the Annual Meeting, but will assure that your vote is counted if you
are unable to attend the Annual Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/David B. Turner
David B. Turner
President and Chief Executive Officer
<PAGE>
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CCF HOLDING COMPANY
101 NORTH MAIN STREET
JONESBORO, GEORGIA 30236
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on January 23, 1997
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of CCF Holding Company ("the Company"), will be held at the office of the
Company and its wholly-owned subsidiary, Clayton County Federal Savings and Loan
Association (the "Association"), at 101 North Main Street, Jonesboro, Georgia on
January 23, 1997, 4:30 p.m. A proxy card and a proxy statement for the Meeting
are enclosed.
The Meeting is for the purpose of considering and acting upon the following
matters:
1. The election of two directors of the Company; and
2. The ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors of the Company for the fiscal year ending December
31, 1997.
Execution of a proxy in the form enclosed also permits the proxy holder to vote,
in their discretion, upon such other matters that may come before the Meeting.
As of the date of mailing, the Board of directors is not aware of any other
matters that may come before the Meeting.
Any action may be taken on 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. Stockholders of record at the close
of business on December 13, 1996 are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Charles S. Tucker
Charles S. Tucker
Secretary
Jonesboro, Georgia
December 23, 1996
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
CCF HOLDING COMPANY
101 NORTH MAIN STREET
JONESBORO, GEORGIA 30236
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ANNUAL MEETING OF STOCKHOLDERS
January 23, 1997
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of the Company to be used at the Annual
Meeting of Stockholders of the Company which will be held at the office of the
Company and the Association, 101 North Main Street, Jonesboro, Georgia on
January 23, 1997, 4:30 p.m. local time. The accompanying Notice of Meeting and
this Proxy Statement are being first mailed to stockholders on or about December
23, 1996. The Company acquired all of the outstanding stock of the Association
issued in connection with the Association's mutual-to-stock conversion on July
11, 1995 (the "Conversion").
At the Meeting, stockholders will consider and vote upon (i) the
election of two directors and (ii) the ratification of the appointment of KPMG
Peat Marwick LLP as independent auditors of the Company for the fiscal year
ending December 31, 1997. The Board of Directors of the Company (the "Board" or
the "Board of Directors") knows of no additional matters that will be presented
for consideration at the Meeting. Execution of a proxy, however, confers on the
designated proxy holder discretionary authority to vote the shares represented
by such proxy in accordance with their best judgment on such other business, if
any, that may properly come before the Meeting or any adjournment thereof.
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VOTING AND REVOCABILITY OF PROXIES
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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 all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above 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 will be voted in
accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted for the nominees for directors set forth below
and "FOR" the other listed proposals. The proxy confers discretionary authority
on the persons named therein to vote with respect to the election of any person
as a director where the nominee is unable to serve, or for good cause will not
serve, and matters incident to the conduct of the Meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on December 13, 1996
(the "Record Date"), are entitled to one vote for each share of common stock of
the Company (the "Common Stock") then held. As of the Record Date, the Company
had 915,900 shares of Common Stock issued and outstanding.
The Articles of Incorporation of the Company (the "Articles") provide
that in no event shall any record owner of any outstanding Common Stock which is
beneficially owned, directly or indirectly, by
<PAGE>
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. Beneficial ownership is determined
pursuant to the definition in the Articles and includes shares beneficially
owned by such person or any of his or her affiliates or associates (as such
terms are defined in the Articles), shares which such person or his or her
affiliates or associates have the right to acquire upon the exercise of
conversion rights or options and shares as to which such person and his or her
affiliates or associates have or share investment or voting power, but shall not
include shares beneficially owned by any employee stock ownership plan or
similar plan of the issuer or any subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non-Votes") will not be considered present for
purposes of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, the proxy being provided by the Board
enables a stockholder to vote for the election of the nominees proposed by the
Board, or to withhold authority to vote for one or more of the nominees being
proposed. Directors are elected by a plurality of votes of the shares present in
person or represented by proxy at a meeting and entitled to vote in the election
of directors.
As to the ratification of independent auditors as set forth in II -
Ratification of Appointment of Auditors, by checking the appropriate box, a
stockholder may: vote "FOR" the item, (ii) vote "AGAINST" the item, or (iii)
vote to "ABSTAIN" on such item. Under the Company's Articles and Bylaws, the
ratification of independent auditors, and all other matters, unless otherwise
required by law, shall be determined by a majority of votes cast affirmatively
or negatively without regard to (a) Broker Non-Votes or (b) proxies marked
"ABSTAIN" as to that matter.
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth, as of the Record Date, persons or groups who own more than 5%
of the Common Stock. Other than as noted below, management knows of no person or
group that owns more than 5% of the outstanding shares of Common Stock at the
Record Date.
Percent of Shares of
Amount and Nature of Common Stock
Name of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------ -------------------- -----------
First Financial Fund, Inc.
One Seaport Plaza - 25th Floor
New York, New York 10292(1) 137,800 15.0%
Wellington Management Company
75 State Street
Boston, Massachusetts 02109(2) 137,800 15.0%
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199(3) 94,000 10.3%
(continued on following page)
-2-
<PAGE>
<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name of Beneficial Owner Beneficial Ownership Outstanding
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(continued from prior page)
Kennedy Capital Management, Inc.
<S> <C> <C>
425 N. New Ballas Rd., Suite 181 80,000 8.7%
St. Louis, Missouri 63141(4)
Clayton County Federal Savings and Loan
Association Employee Stock Ownership Plan
101 North Main Street, Jonesboro, Georgia(5) 72,000 7.9%
</TABLE>
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(1) Based on a Schedule 13G showing sole voting and shared dispositive power
with respect to 137,800 shares.
(2) Based on a Schedule 13G showing shared dispositive power with respect to
137,800 shares owned by investment advisory clients of the filer. Amount
shown may include some or all of the shares held by First Financial Fund,
Inc.
(3) Based on a Schedule 13G jointly filed with John Hancock Mutual Life
Insurance Company, John Hancock Subsidiaries, Inc., John Hancock Asset
Management, and The Berkeley Financial Group showing sole voting and
dispositive power by the filer with respect to 94,000 shares.
(4) Based on a Schedule 13G showing shared voting and dispositive power with
respect to 80,000 shares.
(5) Based upon a Schedule 13G showing shared voting and dispositive power with
respect to the shares so owned.
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SECTION 16(a) BENEFICIAL REPORTING COMPLIANCE
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Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, on Forms
3, 4, and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4, and 5 to the Company. The Company is not aware of
any beneficial owner, as defined under Section 16(a), of more than ten percent
of the Common Stock.
Based upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons that no Forms
5 were required, the Company believes that all Section 16(a) filing requirements
applicable to its executive officers and directors were complied with during the
fiscal year ended September 30, 1996.
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I - INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
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Election of Directors
The Articles require that the Board of Directors be divided into three
classes, each of which contains approximately one-third of the members of the
Board. The directors are elected by the stockholders of the Company for
staggered three-year terms, or until their successors are elected and qualified.
The Board of Directors currently consists of five members. Two directors will be
elected at the Meeting to serve for three-year terms or until their successors
have been elected and qualified.
-3-
<PAGE>
Edwin S. Kemp, Jr. and Joe B. Mundy have been nominated by the Board of
Directors to serve as directors. Messrs. Kemp and Mundy are currently members of
the Board and have been nominated for three-year terms to expire in 2000. It is
intended that the persons named in the proxies solicited by the Board will vote
for the election of the named nominees. If a 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 or the size of the Board may
be reduced to eliminate the vacancy. At this time, the Board knows of no reason
why a nominee might be unavailable to serve.
The following table sets forth the nominees and the directors
continuing in office, their name, age, the year they first became a director of
the Company or the Association, the expiration date of their current term as a
director, and the number and percentage of shares of the Common Stock
beneficially owned. Each director of the Company is also a member of the Board
of Directors of the Association. Mr. Moreland, an executive officer of the
Company and Association and a director of the Association, is not a director of
the Company.
<TABLE>
<CAPTION>
Shares of
Year First Current Common Stock
Elected or Term to Beneficially Percent
Name Age(1) Appointed(2) Expire Owned (3) of Class
- ---- ------ ------------ ------ --------- --------
BOARD NOMINEES FOR TERM TO EXPIRE IN 2000
<S> <C> <C> <C> <C> <C>
Edwin S. Kemp, Jr. 49 1988 1997 11,667(4)(5) 1.3%
Joe B. Mundy 77 1989 1997 6,666(4)(5) --%
DIRECTORS CONTINUING IN OFFICE
John B. Lee, Jr. 69 1975 1998 4,166(4)(5) --%(8)
David B. Turner 48 1992 1999 28,921(6) 3.1%
Charles S. Tucker 70 1978 1999 4,166(4)(5) --%(8)
All directors and executive
officers as a group (9
persons) 68,516(7) 7.4%
</TABLE>
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(1) At September 30, 1996.
(2) Refers to the year the individual first became a director of the
Company or the Association. All persons who were directors of the
Association during March 1995 also became directors of the Company when
it was incorporated in March 1995.
(3) Beneficial ownership is as of the Record Date. Includes shares of
Common Stock held directly as well as by spouses or minor children, in
trust, and other indirect ownership, over which shares the individuals
effectively exercise sole or shared voting and investment power, unless
otherwise indicated.
(4) Excludes 72,000 shares of Common Stock held under the Employee Stock
Ownership Plan ("ESOP") and 44,754 shares held under the Management
Stock Bonus Plan ("MSBP") (45,230 shares in the MSBP minus 476 shares
that vest for such individual within 60 days of the Record Date) for
which such individual serves as a member of the ESOP or MSBP Committee
or Trustee Committee. Such individual disclaims beneficial ownership
with respect to such shares held in a fiduciary capacity. See "Director
and Executive Officer Compensation - Benefits - Employee Stock
Ownership Plan" and "- Management Stock Bonus Plan."
(5) Includes 1,190 shares of Common Stock that the individual has the right
to acquire through the exercise of options and 476 shares of Common
Stock that will vest under the MSBP within 60 days of the Voting Record
Date.
(6) Includes 5,951 shares of Common Stock that the individual has the right
to acquire through the exercise of options and 2,380 shares of Common
Stock that will vest under the MSBP within 60 days of the Voting Record
Date.
(continued on following page)
-4-
<PAGE>
(continued from prior page)
(7) Excludes 71,528 shares of Common Stock held under the ESOP (72,000
shares minus the 472 shares allocated to executive officers) and 41,898
shares held in the MSBP (45,230 shares in the MSBP minus 5,712 shares
that vest for all executive officers and directors within 60 days of
the Record Date) for which Directors Kemp, Mundy, Lee and Turner serve
as members of the ESOP or MSBP Committee or Trustee Committee. Such
individuals disclaim beneficial ownership with respect to such shares
held in a fiduciary capacity. See "Director and Executive Officer
Compensation - Benefits - Employee Stock Ownership Plan" and "-
Management Stock Bonus Plan."
(8) Less than 1%.
Executive Officers Who are not Directors
Name Age(1) Positions
- ---- ------ ---------
Leonard A. Moreland 35 Executive Vice President
and Chief Administrative Officer
Thomas L. Sawyer 47 Vice President and
Chief Financial Officer
Edith W. Stevens 34 Vice President and
Chief Operating Officer
Richard P. Florin 51 Senior Vice President and Senior
Credit Officer
- --------------------
(1) At September 30, 1996.
Biographical Information
Set forth below is certain information with respect to the directors of the
Company. All directors have held their present positions for five years unless
otherwise stated.
Edwin S. Kemp, Jr. has been a director of the Association since 1988 and of
the Company since its incorporation in March 1995. He has had his own law
practice in Jonesboro, Georgia since 1982. He has been counsel to the
Association since 1983. He is past chairman of the Administrative Board of the
Jonesboro First United Methodist Church and is currently a member of the
Staff-Parish Committee. He has also served as attorney for Habitat for Humanity
and for Historical Jonesboro.
Joe B. Mundy has been a director of the Association since 1989 and of the
Company since its incorporation in March 1995. Mr. Mundy retired in 1993 after
36 years as a circuit court clerk. Mr. Mundy currently serves as the
secretary/treasurer of the Superior Court Clerks' Retirement Fund.
John B. Lee, Jr. has been a director of the Association since 1975 and of
the Company since its incorporation in March 1995 and currently serves as Vice
Chairman of the Board of Directors of the Association. Mr. Lee is employed by
Spartan Lincoln-Mercury, Inc., Morrow, Georgia, and Loewen Group International,
Inc., Burnaby, B.C. Canada, as a public relations consultant. Mr. Lee is a past
director and president of the Clayton County Chamber of Commerce.
David B. Turner has been President, Chief Executive Officer and a director
of the Company since its incorporation in March 1995 and holds the same
positions with the Association. He has been a director of the Association since
1992 and an officer of the Association since 1971, having held such other
positions with the Association as Assistant Vice President, Vice President, and
Executive Vice President. Mr. Turner is also the president of Housing and
Economic Development Initiatives, Inc., a board member of Hope, Inc., and a
board member of Habitat for Humanity.
-5-
<PAGE>
Charles S. Tucker has been a director of the Association since 1978 and of
the Company since its incorporation in March 1995. Mr. Tucker is currently
retired after 31 years of service as a county agent for the University of
Georgia Cooperative Extension Service. Mr. Tucker is a member of the Clayton
County Chamber of Commerce, the Kiwanis Club of Forest Park, the Veterans of
Foreign Wars, and the American Legion.
Leonard A. Moreland has been Executive Vice President and Chief
Administrative Officer of the Company and Association since July 1996. Mr.
Moreland has been a director of the Association since August 1996. Prior to
joining the Association, Mr. Moreland served as a senior vice president of a
bank located near Atlanta, Georgia.
Thomas L. Sawyer has been employed by the Association since 1988 and is
currently a Vice President and the Chief Financial Officer. Mr. Sawyer is a
member of the Society of Financial Managers and the Kiwanis Club.
Edith W. Stevens has been employed by the Association since 1978 and is
currently a Vice President and the Chief Operating Officer.
Richard P. Florin has been a Senior Vice President of the Association and
the Company since September 1996. Prior to that time, Mr. Florin was a senior
vice president of lending in a bank located near Atlanta, Georgia.
Nominations for Directors
Only persons who are nominated in accordance with the procedures set forth
in the Articles shall be eligible for election as directors. In addition to the
right of the Board of Directors of the Company to make nominations for the
election of directors, nominations may be made by any stockholder entitled to
vote for the election of directors at a meeting called for the purpose of
electing directors if the stockholder is present at the meeting in person or by
proxy. Advance notice of such proposed nomination by a stockholder must be
received by the Chairman of the Nominating Committee of the Board of Directors
of the Company (which notice may be sent to the Chairman in care of the
Secretary of the Company) or, in the absence of a Nominating Committee, by the
Secretary of the Company, not less than 14 days nor more than 60 days prior to
any meeting of the stockholders called for the election of directors. Each
notice must set forth (1) the name, age, business address, and, if known,
residence address of each nominee proposed in such notice, (2) the principal
occupation or employment of each nominee, and (3) the number of shares of Common
Stock that are beneficially owned by each nominee. The stockholder making such
nomination must also provide any other information reasonably requested by the
Company.
The Chairman of the meeting may in his or her discretion determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedures, and if such person should so determine, such person shall
so declare to the meeting, and the defective nomination shall be discarded.
Meetings and Committees of the Board of Directors
The Board of Directors of the Company conducts its business through
meetings of the Board and through activities of its committees. All committees
act for both the Company and the Association. During the fiscal year ended
September 30, 1996, the Board of Directors held nine regular meetings and one
special meeting. No director attended fewer than 75% of the total meetings of
the Board of Directors
-6-
<PAGE>
of the Company and committees during the time such director served during the
fiscal year ended September 30, 1996.
The Company's full Board of Directors acts as a nominating committee
("Nominating Committee") for selecting the management nominees for election of
directors in accordance with the Company's Bylaws. In its deliberations, this
non-standing committee considers the candidate's knowledge of the banking
business and involvement in community, business, and civic affairs. While the
Board of Directors will consider nominees recommended by stockholders, it has
not actively solicited recommendations from the Company's stockholders for
nominees nor, subject to the procedural requirements set forth in the Articles
and Bylaws, established any procedures for this purpose. During the fiscal year
ended September 30, 1996, the Board of Directors met once as the Nominating
Committee.
The Audit Committee, a standing committee, consists of Directors Tucker
(Chairman), Lee, and Kemp. The Audit Committee recommends the selection of the
Company's and the Association's independent accountants to the Boards of
Directors and meets with the accountants to discuss the scope and to review the
results of the annual audit. This committee met once during the year ended
September 30, 1996.
The Executive Compensation Committee, a standing committee, consists of
Directors Lee (Chairman), Kemp, Mundy, and Tucker. The committee met three times
during the fiscal year ended September 30, 1996 to determine executive
compensation.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
- --------------------------------------------------------------------------------
Directors' Compensation
The directors of the Association receive $850 per month for their service
as directors. No additional fees are paid for being a director of the Company.
Directors receive $50 for attendance at any other committee meetings, with the
exception of Directors Turner and Moreland who are not compensated for their
services on any committee. All director fees are paid by the Association which
paid a total of $62,475 in compensation to directors for their service on the
Board of Directors and its committees during the fiscal year ended September 30,
1996.
Directors received awards of stock options and restricted stock under the
1995 Stock Option Plan and the MSBP approved by stockholders at the Annual
Meeting of Stockholders held on January 23, 1996. See "Director and Executive
Officer Compensation - Benefits - 1995 Stock Option Plan" and "Management Stock
Bonus Plan."
Executive Officer Compensation
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the Chief Executive Officer of the
Company. No executive officer of the Company had a salary and bonus during the
year ended September 30, 1996 that exceeded $100,000 for services rendered in
all capacities to the Company.
-7-
<PAGE>
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
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Securities
Restricted Underlying
Name and Fiscal Other Annual Stock Options/ All Other
Principal Position Year Salary Bonus(2) Compensation(3) Awards($)(4) SARs(#)(6) Compensation(7)
- ------------------ ---- ------ -------- --------------- ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
David B. Turner(1) 1996 $ 81,667 $ 5,618 $ 15,515 $147,287(5) 29,756 $ 7,559
President and Chief
Executive Officer
1995 72,667 6,548 20,961 -- -- 7,795
1994 65,742 6,897 15,760 -- -- --
</TABLE>
- ------------------------
(1) All compensation was paid by the Association.
(2) Bonus is computed by taking the ratio of the individual salary to all
employee salaries times a payout amount determined in accordance with
the Association's Bonus Plan. The total payout amount under the Bonus
Plan was 10% of the Association's net profit after tax (excluding, for
1996, an industry-wide one time assessment paid to recapitalize a
federal deposit insurance fund ("SAIF")) for each of the fiscal years
ended September 30, 1996, 1995, and 1994.
(3) Includes director's fees of $10,200, $10,200, and $10,200 for the
fiscal years ended September 30, 1996, 1995, and 1994, respectively.
Also includes mileage allowance, dependent insurance, and inspection
fees, the values of which do not individually exceed 25% of the total
perquisites and other personal benefits.
(4) Mr. Turner has 11,902 shares of restricted stock in the aggregate with
a total value of $155,470 (calculated by multiplying the aggregate
number of shares of restricted stock by the Common Stock's closing
average bid and ask price as of the last day of the 1996 fiscal year).
Awards are earned by participants at a rate of 20% per year for five
years, as long as the participant remains an employee of the
Association. Dividends are held in arrears and distributed upon the
vesting of the applicable shares.
(5) The value of the restricted stock granted is calculated by multiplying
(i) the number of shares of restricted stock granted (11,902) by (ii)
the Common Stock's closing average bid and ask price of $12.375 on the
date of grant. Based on the closing average bid and ask price of
$13.0625 as of the last day of the 1996 fiscal year, this restricted
stock had a value of $155,470.
(6) Options, by their terms, are first exercisable at a rate of one-fifth
per year beginning on the anniversary date of the date that the options
were granted (i.e., January 23, 1996).
(7) Consists of $4,685 and $7,795 of Company matching contributions under
the 401(k) Profit Sharing Plan for the fiscal years ended September 30,
1996 and 1995, respectively. Consists of an allocation of 220 shares of
Common Stock under the ESOP during the year ended September 30, 1996,
with a total value of $2,874 at September 30, 1996 (calculated by
multiplying the aggregate number of shares of allocated under the ESOP
by the Common Stock's closing average bid and ask price as of the last
day of the 1996 fiscal year).
Employment Agreement
The Association entered into an employment agreement with David B.
Turner, its President and Chief Executive Officer on January 26, 1995. As
renewed, the employment agreement is for a term of three years with a base
salary of $85,000. The agreement may be terminated by the Association for "just
cause" as defined in the agreement. If the Association terminates Mr. Turner
without just cause, he will be entitled to a continuation of salary from the
date of termination through the remaining term of the agreement. The employment
agreement contains a provision stating that in the event of involuntary
termination of employment in connection with, or within one year after, any
change in control of the Association, Mr. Turner will be paid in a lump sum
equal to 2.99 times his average taxable compensation paid during the five years
prior to the change in control. If such event had occurred at September 30,
1996, such payments would have equalled approximately $251,000. The aggregate
payments that would be made would be an expense to the Association, thereby
reducing net income and the Association's capital by that amount. The agreement
may be renewed annually by the Board of Directors upon a determination of
satisfactory performance within the Board's sole discretion.
-8-
<PAGE>
Benefits
Employee Stock Ownership Plan. The Association has established an
employee stock ownership plan, the ESOP, for the exclusive benefit of
participating employees. Participating employees are employees who have
completed one year of service with the Company or its subsidiary and attained
age 21.
The ESOP is funded by periodic contributions made by the Association in
cash or Common Stock. Benefits may be paid either in shares of Common Stock or
in cash. The ESOP borrowed funds from the Company to acquire 72,000 shares of
the Common Stock issued in the Conversion, representing 6% of shares
outstanding. This loan is secured by the shares purchased and the earnings of
ESOP assets. The Company financed the ESOP debt directly. Shares purchased with
such loan proceeds are held in a suspense account for allocation among
participants as the loan is repaid. This loan is expected to be fully repaid in
not more than 10 years. The ESOP expense for the fiscal year ended September 30,
1996, was $83,434. Benefits under the ESOP are allocated pro rata based upon
participant compensation paid during a plan year.
The Board of Directors has appointed a committee consisting of
non-employee directors (the "ESOP Committee") to administer the ESOP and to
serve as the ESOP's trustees (the "ESOP Trustees"). The Board of Directors or
the ESOP Committee may instruct the ESOP Trustees regarding investments of funds
contributed to the ESOP. The ESOP Trustees must vote all allocated shares held
in the ESOP in accordance with the instructions of the participating employees.
Unallocated shares and allocated shares for which no timely direction is
received will be voted by the ESOP Trustees as directed by the Board of
Directors or the ESOP Committee, subject to the ESOP Trustees' fiduciary duties.
1995 Stock Option Plan. The Company's Board of Directors adopted the
CCF Holding Company 1995 Stock Option Plan (the "Option Plan"), which was
approved by stockholders of the Company at the annual meeting of stockholders
held on January 23, 1996. Pursuant to the Option Plan, 119,025 shares of Common
Stock are reserved for issuance upon exercise of stock options granted or to be
granted to officers, directors, and key employees of the Company and its
subsidiaries from time to time. The purpose of the Option Plan is to provide
additional incentive to certain officers, directors, and key employees by
facilitating their purchase of a stock interest in the Company. The Option Plan,
which became effective upon stockholder approval, provides for a term of ten
years, after which no awards may be made, unless earlier terminated by the Board
of Directors pursuant to the Option Plan. Pursuant to the terms of the Option
Plan, non-incentive stock options to purchase 5,951 share of Common Stock were
granted to each non-employee director of the Company.
The following tables set forth additional information concerning
options granted under the Option Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
<TABLE>
<CAPTION>
Number of
Securities Percent of Total
Underlying Options/SARs Granted Exercise or
Options/SARs to Employees in Base Price
Name Granted (#) Fiscal Year ($/Sh) Expiration Date
- ---- ----------- ----------- ------ ---------------
<S> <C> <C> <C> <C>
David B. Turner 29,756 63% $12.375 1-23-06
</TABLE>
-9-
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Value Options/SARs at in-the-Money Options/SARs
Acquired on Realized Fiscal Year-End (#) at Fiscal Year-End ($)
Name Exercise (#) ($) Exercisable / Unexercisable Exercisable / Unexercisable
- ---- ------------ --- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
David B. Turner 0 $0 0/29,756 $ 0/$20,457
</TABLE>
Management Stock Bonus Plan. The Board of Directors of the Company and
Association adopted the Management Stock Bonus Plan ("MSBP"), as a method of
providing directors, officers, and key employees of the Association with a
proprietary interest in the Company in a manner designed to encourage such
persons to remain in the employment or service with the Association. The
Association contributed sufficient funds to an MSBP Trust to enable the MSBP
Trust to purchase 47,610 shares of Common Stock (4% of the amount of Common
Stock sold in the Conversion). Each non-employee director of the Company was
awarded 2,380 shares of Common Stock pursuant to the MSBP and Mr. Turner was
awarded 11,902 shares of Common Stock pursuant to the MSBP. Mr. Moreland was
awarded 5,000 shares of Common Stock pursuant to the MSBP.
- --------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
No directors, executive officers, or immediate family members of such
individuals were engaged in transactions with the Company, the Association or
any subsidiary involving more than $60,000 during the fiscal year ended
September 30, 1996 other than loans obtained from the Association, as discussed
below. Furthermore, the Company had no "interlocking" relationships existing on
or after October 1, 1995 in which (i) any executive officer is a member of the
Board of Directors/Trustees of another entity, one of whose executive officers
is a member of the Company's Board of Directors, or where (ii) any executive
officer is a member of the compensation committee of another entity, one of
whose executive officers is a member of the Company's Board of Directors.
The Association's directors and executive officers, their immediate family
members and certain companies and other entities associated with them have been
customers of and have had banking transactions with the Association and are
expected to continue such relationships in the future. Except as listed below,
all extensions of credit made by the Association to such individuals, companies,
and entities (a) were made in the ordinary course of business, (b) were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and (c)
did not involve more than a normal risk of collectibility or present other
unfavorable features. All loans by the Association to its directors and
executive officers are subject to Office of Thrift Supervision regulations
restricting loans and other transactions with affiliated persons of the
Association. Prior to 1990, the Association provided loans to officers and
directors and other affiliates at reduced interest rates and fees.
-10-
<PAGE>
The following table sets forth the indebtedness of executive officers,
directors, and members of the immediate family of an executive officer or
director who are or were indebted to the Association at any time during the
fiscal year ended September 30, 1996 in an amount in excess of $60,000 for loans
that were originated at a preferential rate prior to 1990.
<TABLE>
<CAPTION>
Highest
Balance
Loan Prevailing During Year Balance
Type of Origination Original Interest Rate at Ended at
Name Affiliation Loan Date Balance Rate Origination 9/30/96 9/30/96
---- ----------- ---- ---- ------- ---- ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John B. Lee, Jr. Director First 12/18/87 $153,000 4.80% 7.875% $112,706 $107,072
mortgage
for home
</TABLE>
- --------------------------------------------------------------------------------
II - RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
KPMG Peat Marwick LLP was the Company's independent public accountant for
the fiscal year ended September 30, 1996. Subsequent to September 30, 1996, the
Board of Directors determined to change the fiscal year end to December 31st of
each year. Accordingly, the fiscal year will extend from January 1 to December
31. The Board of Directors has approved the selection of KPMG Peat Marwick LLP
as its auditors for the fiscal year ending December 31, 1997, subject to
ratification by the Company's stockholders. A representative of KPMG Peat
Marwick LLP is expected to be present at the Meeting to respond to stockholders'
questions and will have the opportunity to make a statement if he or she so
desires.
Ratification of the appointment of the auditors requires the approval of a
majority of the votes cast by the stockholders of the Company at the Meeting.
The Board of Directors recommends that stockholders vote "FOR" the ratification
of the appointment of KPMG Peat Marwick LLP as the Company's auditors for the
fiscal year ending December 31, 1997.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock.
The Company's Annual Report to Stockholders for the year ended September
30, 1996, including financial statements, will be mailed on December 23, 1996 to
all stockholders of record as of the close of business on December 13, 1996. Any
stockholder who has not received a copy of the Annual Report may obtain a copy
by writing to the Secretary of the Company. The Annual Report is not to be
treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.
-11-
<PAGE>
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices at
101 North Main Street, Jonesboro, Georgia 30236, no later than August 25, 1997.
Any such proposals shall be subject to the requirements of the proxy rules
adopted under the 1934 Act.
- --------------------------------------------------------------------------------
FORM 10-KSB
- --------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1996 WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, CCF HOLDING COMPANY, 101
NORTH MAIN STREET, JONESBORO, GEORGIA 30236.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Charles S. Tucker
Charles S. Tucker
Secretary
Jonesboro, Georgia
December 23, 1996
-12-
<PAGE>
- --------------------------------------------------------------------------------
CCF HOLDING COMPANY
101 NORTH MAIN STREET
JONESBORO, GEORGIA 30236
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
January 23, 1997
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of CCF Holding
Company ("Company"), or its designee, with full powers of substitution, to act
as attorneys and proxies for the undersigned, to vote all shares of Common Stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Stockholders ("Meeting"), to be held at the office of Clayton County Federal
Savings and Loan Association, 101 North Main Street, Jonesboro, Georgia on
January 23, 1997, at 4:30 p.m. and at any and all adjournments thereof, in the
following manner:
FOR WITHHELD
1. The election as director of all nominees
listed below for the terms to expire in
the year set forth in parenthesis (except as marked
below to the contrary: |_| |_|
Edwin S. Kemp, Jr. (2000)
Joe B. Mundy (2000)
INSTRUCTIONS: To withhold your vote for any one or more nominees, mark the
"WITHHELD" box and write the name of the nominee(s) on the line provided below.
- -----------------------------------------------------------
FOR AGAINST ABSTAIN
2. The ratification of the appointment of KPMG Peat
Marwick LLP, as independent auditors of CCF
Holding Company, for the fiscal year ending
December 31, 1997. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" all of the above listed
propositions. ---
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS 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.
- --------------------------------------------------------------------------------
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or at
any adjournments thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, the power
of said attorneys and proxies shall be deemed terminated and of no further force
and effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by written notification to the Secretary of the Company of his or
her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of Notice of Annual Meeting of Stockholders and a proxy
statement dated December 23, 1996.
Please check here if you
Dated: , 199 |_| plan to attend the Meeting.
---------- --
- -------------------------------------- ------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
- -------------------------------------- ------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. 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.
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] 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 Section 240.14a-11(c) or Section 240.14a-12
CCF Holding Company
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
