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 ss. 240.14a-11(c) or ss. 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:
- --------------------------------------------------------------------------------
<PAGE>
[CCF HOLDING COMPANY LETTERHEAD]
March 26, 1999
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 Heritage Bank main office located at 101 N. Main
Street, Jonesboro, Georgia on Tuesday, April 27, 1999, 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 a representative of Porter Keadle Moore, 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>
- --------------------------------------------------------------------------------
CCF HOLDING COMPANY
101 NORTH MAIN STREET
JONESBORO, GEORGIA 30236
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 27, 1999
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of CCF Holding Company ("the Company"), will be held in the Heritage Bank main
office, 101 N. Main Street, Jonesboro, Georgia on Tuesday, April 27, 1999 at
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 Porter Keadle Moore, LLP as
independent auditors of the Company for the fiscal year ending December
31, 1999.
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 March 19, 1999 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
March 26, 1999
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
PROXY STATEMENT
OF
CCF HOLDING COMPANY
101 NORTH MAIN STREET
JONESBORO, GEORGIA 30236
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
April 27, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GENERAL
- --------------------------------------------------------------------------------
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 main office of
Heritage Bank (the "Bank"), the wholly owned subsidiary of the Company, located
at 101 North Main Street, Jonesboro, Georgia on Tuesday, April 27, 1999, 4:30
p.m. local time. The accompanying Notice of Meeting and this Proxy Statement are
being first mailed to stockholders on or about March 26, 1999.
At the Meeting, stockholders will consider and vote upon (i) the
election of two directors, and (ii) the ratification of the appointment of
Porter Keadle Moore, LLP as independent auditors of the Company for the fiscal
year ending December 31, 1999. 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.
The Company expects to pay a 10% stock dividend to holders of record as
of April 1, 1999. Because the record date for the stock dividend occurs after
the voting record date for the Meeting, data in this proxy statement has not
been revised to reflect the stock dividend.
- --------------------------------------------------------------------------------
VOTING AND REVOCABILITY 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 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, signed proxies will be voted for the nominees for director 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.
<PAGE>
- --------------------------------------------------------------------------------
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- --------------------------------------------------------------------------------
Stockholders of record as of the close of business on March 19, 1999
(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 900,589 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 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 (Proposal I), 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 either or both 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 a director.
As to the ratification of independent auditors as set forth in Proposal
II and all other matters that may properly come before the Meeting, 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.
-2-
<PAGE>
Percent of Shares of
Amount and Nature of Common Stock
Name of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------ -------------------- --------------------
First Financial Fund, Inc.
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, NJ 07102-4077(1) 129,580 14.4%
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, MA 02199(2) 80,640 9.0%
Jeffrey L. Gendell, et al.
200 Park Avenue, Suite 3900
New York, NY 10166(3) 74,910 8.3%
Heritage Bank Employee Stock
Ownership Plan
101 North Main Street
Jonesboro, GA 30236(4) 79,165 8.8%
- ------------------------
(1) Based on an amended Schedule 13G filed on February 12, 1999 showing
sole voting and shared dispositive power with respect to 129,580
shares. Based on information provided to the Company, the 129,580
shares reported for First Financial Fund, Inc. are believed to be the
same 129,580 shares reported for Wellington Management Company, 75
State Street, Boston, Massachusetts 02109. This information concerning
Wellington Management Company is based, in part, on an amended Schedule
13G filed on February 9, 1999 showing no voting power and shared
dispositive power with respect to 129,580 shares owned by investment
advisory clients of Wellington Management Company. As stated in the
amended Schedule 13G filed on February 9, 1999, the amount reported by
Wellington Management Company may include some or all of the shares
held by First Financial Fund, Inc.
(2) Based on an amended Schedule 13G jointly filed on January 15, 1999 with
John Hancock Mutual Life Insurance Company, John Hancock Subsidiaries,
Inc. and The Berkeley Financial Group showing sole voting and
dispositive power by John Hancock Advisors, Inc. with respect to 80,640
shares.
(3) Based on a Schedule 13D filed October 3, 1997 showing shared voting and
dispositive power with Tontine Partners, L.P., Tontine Financial
Partners, L.P., Tontine Management, L.L.C., Tontine Overseas
Associates, Ltd. with respect to 47,100 shares and sole voting and
dispositive power of Jeffrey L. Gendell with respect to 21,000 shares,
for a total of 68,100. The number of shares has been adjusted to
reflect a 10% stock dividend paid on January 2, 1998.
(4) Reflects shared voting and dispositive power with respect to all
shares.
- --------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
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.
-3-
<PAGE>
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 December 31, 1998, except for one transaction by David B.
Turner and two transactions by Richard P. Florin that should have been reported
on Forms 4 but were, instead, reported on Forms 5.
- --------------------------------------------------------------------------------
PROPOSAL I - INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
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 a three-year term or until their successors
have been elected and qualified.
Charles S. Tucker and David B. Turner have been nominated by the Board
of Directors to serve as directors. Messrs. Tucker and Turner are currently
members of the Board and have been nominated for a three-year term to expire in
2002. It is intended that the person named in the proxies solicited by the Board
will vote for the election of the named nominees. If either of the nominees 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 either of the nominees might be
unavailable to serve.
The following table sets forth the nominees and the directors of the
Company continuing in office, their name, age, the year they first became a
director of the Company or the Bank, 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 director of the Bank.
However, not every director of the Bank is a director of the Company.
-4-
<PAGE>
<TABLE>
<CAPTION>
Shares of
Year First Current Common Stock Percent
Elected or Term to Beneficially of
Name Age(1) Appointed(2) Expire Owned (3) Class
- ---- ------ ------------ ------- --------- -----
BOARD NOMINEES FOR TERM TO EXPIRE IN 2002
<S> <C> <C> <C> <C> <C>
David B. Turner 50 1992 1999 51,017(4) 5.5%
Charles S. Tucker 72 1978 1999 7,920(5)(6) --(7)
</TABLE>
<TABLE>
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
<S> <C> <C> <C> <C> <C>
Edwin S. Kemp, Jr. 51 1988 2000 16,497(5)(6) 1.8%
Joe B. Mundy 79 1989 2000 10,702(5)(6) 1.2%
John B. Lee, Jr. 71 1975 2001 8,246(5)(6) --(7)
All directors and executive
officers as a group (11
persons) 149,583(8) 15.7%
</TABLE>
- ------------------------
(1) At December 31, 1998.
(2) Refers to the year the individual first became a director of the
Company or the Bank. All persons who were directors of the Bank 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) Includes 19,639 shares of Common Stock that the individual has the
right to acquire through the exercise of options within 60 days of the
Voting Record Date.
(5) Excludes 79,165 shares of Common Stock held under the Employee Stock
Ownership Plan ("ESOP") and 34,989 shares held under the Management
Stock Bonus Plan ("MSBP") 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."
(6) Includes 3,927 shares of Common Stock that the individual has the right
to acquire through the exercise of options within 60 days of the Voting
Record Date.
(7) Less than 1%.
(8) Excludes 72,202 shares of Common Stock held under the ESOP (79,165
shares minus the 6,963 shares allocated to executive officers) and
34,989 shares held in the MSBP for which Directors Kemp, Mundy, Lee and
Tucker 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." Includes 49,436 shares of
common stock that the individuals have the right to acquire through the
exercise of options within 60 days of the Voting Record Date.
-5-
<PAGE>
Biographical Information
Set forth below is certain information with respect to the directors
and executive officers of the Company. All directors and executive officers have
held their present positions for five years unless otherwise stated.
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 Bank. He has been a director of the Bank since 1992 and an
officer of the Bank since 1971, having held such other positions with the Bank
as Assistant Vice President, Vice President, and Executive Vice President. Mr.
Turner is also a board member of Hope Shelter, a board member of Habitat for
Humanity, a member of the Jonesboro Historical Committee and a mentor and
Admission Board Director for the Clayton County Alternative School.
Charles S. Tucker has been a director of the Bank since 1978 and the
Treasurer, Secretary and a director 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.
Edwin S. Kemp, Jr. has been a director of the Bank 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 Bank 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 Bank 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 Bank since 1975 and of the
Company since its incorporation in March 1995 and currently serves as Chairman
of the Board of Directors. 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.
Leonard A. Moreland, age 37, has been Executive Vice President and
Chief Administrative Officer of the Company and Bank since July 1996. Mr.
Moreland has been a director of the Bank since August 1996. Prior to joining the
Bank, Mr. Moreland served as a senior vice president of a bank located near
Atlanta, Georgia. He is also a member of the Southlake Kiwanis Club and serves
on the community advisory board of the Morrow Middle School.
Mary Jo Rogers, age 38, has been employed by the Bank since February
1997 and is currently a Senior Vice President and the Chief Financial Officer.
Prior to that time, Ms. Rogers was a vice president and auditor for the First
National Bank in Griffin, Georgia.
Edith W. Stevens, age 39, has been employed by the Bank since 1978 and
is currently a Senior Vice President and the Chief Operating Officer.
-6-
<PAGE>
Richard P. Florin, age 53, has been a Senior Vice President and Senior
Credit Officer of the Bank 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. During the
fiscal year ended December 31, 1998, the Board of Directors held four regular
meetings. No director attended fewer than 75% of the total meetings of the Board
of Directors of the Company during the fiscal year ended December 31, 1998.
The Board of Directors of the Bank conducts its business through
meetings of the Board and through activities of its committees. During the
fiscal year ended December 31, 1998, the Board of Directors held 12 regular
meetings. No director attended fewer than 75% of the total meetings of the Board
of Directors of the Bank and committees during the fiscal year ended December
31, 1998.
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 December 31, 1998, the Board of Directors met once as the Nominating
Committee.
-7-
<PAGE>
The Audit Committee, a standing committee, consists of Directors Tucker
(Chairman), Lee, and Kemp. Mr. John Mitchell, a director of the Bank, also
serves on this committee. The Audit Committee recommends the selection of the
Company's and the Bank'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 twice during the year ended December 31, 1998.
The Executive Compensation Committee, a standing committee, consists of
Directors Lee (Chairman), Kemp, Mundy, and Tucker. The committee met once during
the fiscal year ended December 31, 1998 to determine executive compensation.
- --------------------------------------------------------------------------------
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
- --------------------------------------------------------------------------------
Directors' Compensation
The directors of the Bank 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. However,
directors who are also officers are not compensated for their services on any
committee. All director fees are paid by the Bank which paid a total of $92,000
in compensation to directors for their service on the Board of Directors and its
committees during the fiscal year ended December 31, 1998. In 1996, each
non-employee director was awarded 2,618 shares of Common Stock pursuant to the
Management Stock Bonus Plan. These awards vest over 5 years at a rate of 20% per
year.
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 other executive officer of the Company had a salary and bonus during
the year ended December 31, 1998 that exceeded $100,000 for services rendered in
all capacities to the Company.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation (1) Awards
--------------------------------------------- -----------------------------
Securities
Restricted Underlying
Name and Fiscal Other Annual Stock Options/ All Other
Principal Position Year Salary Bonus(2) Compensation(3) Awards($)(4) SARs(#)(5) Compensation(6)
- ------------------- ------ -------- ------- --------------- ------------ ---------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
David B. Turner 1998 $103,172 $ -- $19,507 -- -- $24,389
President and Chief 1997 100,500 -- 16,288 -- -- 24,598
Executive Officer 1996 81,667 5,618 15,515 147,287(7) 32,731 15,288
</TABLE>
- ------------------------
(1) All compensation was paid by the Bank.
(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 Bank's Bonus Plan. The total payout amount for each year under the
Bonus Plan was 10% of the Bank'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 December 31, 1998, December 31, 1997 and September 30, 1996,
respectively. For 1997 and 1998, Mr. Turner declined to accept the
bonus and requested that the amounts otherwise due to him should be
distributed to other employees.
(3) Includes director's fees of $10,200 in each of the last three fiscal
years. Also includes car allowance and dependent insurance, the values
of which do not individually exceed 25% of the total perquisites and
other personal benefits.
(footnotes continued on next page)
-8-
<PAGE>
(continued from prior page)
(4) At December 31, 1998, as adjusted for the January 2, 1998 stock
dividend, Mr. Turner held 7,856 shares of restricted stock. Based on
the closing price of $14.625 as of the last day of the 1998 fiscal
year, Mr. Turner's restricted stock had a value of $114,894.
(5) The number of options has been adjusted by the 10% stock dividend.
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).
(6) Consists of $5,859, $5,680 and $4,685 of Company matching contributions
under the 401(k) Profit Sharing Plan for the fiscal years ended
December 31, 1998, December 31, 1997, and September 30, 1996,
respectively. Also, includes an allocation of 1,267 and 940 and 906
shares of Common Stock under the ESOP during the Company's fiscal years
ended December 31, 1998, December 31, 1997 and September 30, 1996,
respectively. These 1,267 and 940 and 906 shares had a value of
$18,530, $18,918 and $10,603 at December 31, 1998, December 31, 1997
and September 30, 1996, respectively (calculated by multiplying the
aggregate number of shares allocated under the ESOP by the Common
Stock's closing price as of the last day of the respective fiscal
year). For 1998, includes additional shares resulting from the 10%
stock dividend and from forfeitures by other participants from prior
years that were credited during 1998.
(7) Mr. Turner was awarded 13,092 shares (adjusted for the 10% stock
dividend) in 1996. 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 Bank. The first award vested in January 1997. Dividends are held
in arrears and distributed upon the vesting of the applicable shares.
Represents the value of the 13,092 shares of restricted stock as of the
date of grant.
Employment Agreement
The Bank has entered into an employment agreement with David B. Turner,
its President and Chief Executive Officer. The employment agreement is for a
term of three years with a base salary of $110,000. The agreement may be
terminated by the Bank for "just cause" as defined in the agreement. If the Bank
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 Bank, Mr. Turner will be paid in a lump
sum equal to 2.99 times his average annual taxable compensation paid during the
five years prior to the change in control. If such event had occurred at
December 31, 1998, such payments would have equalled approximately $340,000. The
aggregate payments that would be made would be an expense to the Bank thereby
reducing net income and the Bank'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. The Bank has employment or
change in control agreements with executive officers, including the agreement
discussed above for Mr. Turner. Had a change in control of the Bank occurred as
of December 31, 1998, the amount payable under all of these agreements to
executive officers, including Mr. Turner, would have been approximately
$731,000.
Benefits
Employee Stock Ownership Plan. The Bank 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 Bank 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 79,200 (as adjusted)
shares of the Common Stock in July 1995. 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
-9-
<PAGE>
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 December 31,
1998, was $166,929. 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, 130,928 shares Common
Stock (as adjusted for the stock dividend) 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.
The following tables set forth additional information concerning
options granted under the Option Plan.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at in-the-Money Options/SARs
Shares Value Fiscal Year-End (#)(1) at Fiscal Year-End ($)(1)
Acquired on Realized --------------------------- ---------------------------
Name Exercise (#) ($) Exercisable / Unexercisable Exercisable / Unexercisable
- ------------------------ ----------------- ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
David B. Turner 0 $ 0 13,092 19,639 $44,186/$66,281
</TABLE>
- ------------------------
(1) Adjusted for a 10% stock dividend issued on January 2, 1998.
- --------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
The Bank'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 Bank and are expected to
continue such relationships in the future. Except as listed in the chart
following the next paragraph, all extensions of credit made by the Bank to such
individuals,
-10-
<PAGE>
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. There is approximately $890,000 in
outstanding mortgage loans to John T. Mitchell, a director of the Bank, that
meet the above-listed criteria. Prior to 1990, the Bank provided loans to
officers and directors and other affiliates at reduced interest rates and fees.
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 Bank at any time during the fiscal year
ended December 31, 1998 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 12/31/98 12/31/98
------- ----------- ------ ----------- ------- ------ ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John B. Lee, Jr. Director First 12/18/87 $153,000 4.80% 7.875% $96,933 $88,976
mortgage
for home
</TABLE>
- --------------------------------------------------------------------------------
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
The Board of Directors has approved the selection of Porter Keadle
Moore, LLP as its auditors for the fiscal year ending December 31, 1999, subject
to ratification by the Company's stockholders. A representative of Porter Keadle
Moore, 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.
On June 11, 1998, the Board of Directors determined to engage Porter
Keadle Moore, LLP as its independent auditors for the fiscal year ended December
31, 1998. On June 15, 1998, the Company notified KPMG LLP ("KPMG"), its
independent auditors for the fiscal years ended December 31, 1997 and September
30, 1996 and the three- month period ended December 31, 1996, of this
determination and that KPMG would not be engaged for the fiscal year ending
December 31, 1998. The determination to replace KPMG was approved by the full
Board of Directors.
The reports of KPMG for the fiscal years ended December 31, 1997 and
September 30, 1996 and the three-month period ended December 31, 1996 contained
no adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles. During the fiscal years
ended December 31, 1997 and September 30, 1996 and the three-month period ended
December 31, 1996 and during the period from January 1, 1998 to June 15, 1998,
there were no disagreements between the Company and KPMG concerning accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused them to make reference in connection with their opinion to the subject
matter of the disagreement. On December 10, 1996, the Company changed its fiscal
year end from September 30th to December 31st.
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 Porter Keadle Moore, LLP as the Company's
auditors for the fiscal year ending December 31, 1999.
-11-
<PAGE>
- --------------------------------------------------------------------------------
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 December
31, 1998, including financial statements, will be mailed to all stockholders of
record as of the close of business on the Record Date. 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.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
The Board of Directors 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 persons named in the accompanying proxy.
If the Company did not have notice of a matter by February 20, 1999, it is
expected that the persons named in the accompanying proxy will exercise
discretionary authority when voting on that matter.
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 November 27,
1999.
In the event the Company receives notice of a stockholder proposal to
take action at next year's annual meeting of stockholders that is not submitted
for inclusion in the Company's proxy material, or is submitted for inclusion but
is properly excluded from the proxy material, the persons named in the proxy
sent by the Company to its stockholders may exercise their discretion to vote on
the stockholder proposal in accordance with their best judgment if notice of the
proposal is not received at the Company's executive offices by February 27,
2000.
- --------------------------------------------------------------------------------
FORM 10-KSB
- --------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1998 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
March 26, 1999
-12-
<PAGE>
[Form of Proxy]
- --------------------------------------------------------------------------------
CCF HOLDING COMPANY
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
April 27, 1999
- --------------------------------------------------------------------------------
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 Heritage Bank main office located
at 101 N. Main Street, Jonesboro, Georgia on Tuesday, April 27, 1999, at 4:30
p.m. and at any and all adjournments thereof, in the following manner:
FOR WITHHELD
1. The election as director of the nominees
listed below with terms expiring in the year _ _
shown (except as marked to the contrary below): |_| |_|
David B. Turner (2002)
Charles S. Tucker (2002)
Instructions: To withhold your vote for any
nominee, write the nominee's name on the line
provided below.
-------------------------------------------
FOR AGAINST ABSTAIN
2. The ratification of the appointment
of Porter Keadle Moore, LLP, as
independent auditors of CCF Holding Company, _ _ _
for the fiscal year ending December 31, 1999. |_| |_| |_|
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
SIGNED 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.
- --------------------------------------------------------------------------------
<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 March 26, 1999.
Dated:_______________, 1999
_______________________________________ ________________________________________
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.
- --------------------------------------------------------------------------------
