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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
GEORGIA BANCSHARES, INC.
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(Name of Registrant as Specified in its Charter)
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(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)(4) 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):
/ / 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:
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PROXY GEORGIA BANCSHARES, INC. .
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder hereby appoints Eugene L. Argo and Ted
A. Murphy, each or any one of them, with full power of substitution, as
Proxies to represent and to vote, as designated below, all the shares of common
stock of Georgia Bancshares, Inc. (the "Company"), held of record by the under
signed on April 15, 1997, at the Annual Meeting of the Shareholders (the "
Annual Meeting") to be held on May 15, 1997, or any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH PROPOSAL.
PROPOSAL 1. ELECTION OF DIRECTORS TO SERVE THREE-YEAR TERMS.
Nominees James L. Armstrong, Jr., Thomas M. Carnes and Robert C. Pittard
Check / / For all Nominees listed / / Withhold Authority to
One above (except as marked vote for all Nominees
Box to the contrary below) listed above
Instructions: To withhold authority to vote for any individual Nominee, write
that Nominee's name in the space provided below:
________________________________________
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PROPOSAL 2. TO RATIFY THE SELECTION OF PORTER KEADLE MOORE, LLP AS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE COMPANY
/ / For / / Against / / Abstain
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In their discretion, the Proxies are authorized to vote upon such of the
matters as may properly come before the Annual Meeting.
This Proxy revokes all prior proxies with respect to the Annual
Meeting and may be revoked prior to its exercise. Unless otherwise specified,
this Proxy will be voted for all the Nominees proposed by the Board of
Directors and for the ratification of the selection of independent certified
public accountants and in the discretion of the persons named as Proxies on all
other matters which may properly come before the Annual Meeting or any
adjournments thereof.
Please sign exactly as name appears below. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
adminstrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
SHARES:___________________________ DATED:____________, 1997
__________________________________
Signature
__________________________________
Signature if held jointly
PLEASE MARK, SIGN ABOVE, DATE, AND RETURN THIS PROXY
PROMPTLY IN THE ENVELOPE FURNISHED.
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GEORGIA BANCSHARES, INC.
the bank holding company for
Community Bank of Georgia
3333 Lawrenceville Highway
Tucker, Georgia 30084
(770) 491-3333
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 15, 1997
To: The Shareholders of Georgia Bancshares, Inc.:
The Annual Meeting of Shareholders (the "Annual Meeting") of
Georgia Bancshares, Inc. (the "Company") will be held at Decatur Holiday Inn
Select, 130 Clairemont Avenue, Decatur, Georgia 30030 on May 15, 1997, at 3:00
p.m. for the purpose of acting upon the following matters:
1. To elect three members to the Board of Directors to serve three-
year terms expiring in 2000 (Proposal 1).
2. To ratify the appointment of Porter Keadle Moore, LLP as independent
certified public accountants for the Company for the fiscal year
ending December 31, 1997 (Proposal 2).
3. To consider such other business as may properly come before the
Annual Meeting or any adjournments thereof.
The Board of Directors has set April 15, 1997, as the record date for the
Annual Meeting. Only shareholders of record at the close of business on the
record date will be entitled to notice of and to vote at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE
PROPOSALS AS MORE PARTICULARLY DESCRIBED IN THE ATTACHED PROXY STATEMENT.
YOUR PROXY IS IMPORTANT. WHETHER OR NOT A SHAREHOLDER PLANS TO ATTEND
THE ANNUAL MEETING, PLEASE VOTE BY MARKING THE PROPOSALS, SIGNING AND
MAILING THE PROXY TO THE COMPANY IN THE ACCOMPANYING ENVELOPE WHICH
REQUIRES NO POSTAGE.
By Order of the Board of Directors
/s/ Ted A. Murphy
--------------------------
Ted A. Murphy
President
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Georgia Bancshares, Inc.
the bank holding company for
Community Bank of Georgia
PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held May 15, 1997
PROXY SOLICITATION AND VOTING
General
This Proxy Statement is being furnished in connection with the solicita-
tion by the Board of Directors of Proxies from the shareholders of Georgia
Bancshares, Inc. (the "Company") for use at the Annual Meeting of Shareholders
(the "Annual Meeting").
The enclosed Proxy is for use at the Annual Meeting if a shareholder is
unable to attend the Annual Meeting in person or wishes to have his shares
voted by Proxy, even if he attends the Annual Meeting. Any Proxy may be
revoked by the person giving it at any time before its exercise, by notice to
the Secretary of the Company, by submitting a Proxy having a later date, or
by such person appearing at the Annual Meeting and electing to vote in person.
All shares represented by valid Proxies received pursuant to this solicitation
and not revoked before their exercise, will be voted in the manner specified
therein. If a Proxy is signed and no specification is made, the shares
represented by the Proxy will be voted in favor of each of the Proposals
described below and in accordance with the best judgment of the persons
exercising the Proxy with respect to any other matters properly presented for
action at the Annual Meeting.
This Proxy Statement and the enclosed Proxy are being mailed to the
Company's shareholders on or about April 19, 1997.
The Company is a bank holding company organized in 1995 under the
laws of the State of Georgia. The Company's subsidiary, Community Bank of
Georgia (formerly known as DeKalb State Bank), commenced its commercial
banking operations in Tucker, Georgia on August 5, 1991.
Record Date and Outstanding Shares
The Board of Directors has set April 15, 1997, as the record date for the
Annual Meeting. Only shareholders of record at the close of business on the
record date will be entitled to notice of and to vote at the Annual Meeting.
As of the record date, there were 584,228 shares of common stock of the
Company issued and outstanding.
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Quorum and Voting Rights
A quorum for the Annual Meeting consists of the holders of the majority of
the outstanding shares of common stock of the Company entitled to vote at the
Annual Meeting, present in person or represented by Proxy.
Each share of common stock of the Company is entitled to one vote on each
matter to come before the Annual Meeting. All matters to be voted on at the
Annual Meeting require the affirmative vote of a majority of the shares of the
common stock of the Company present in person or represented by Proxy.
Solicitation of Proxies
In addition to this solicitation by mail, the officers and employees of
the Company and the Bank, without additional compensation, may solicit
Proxies in favor of the Proposals, if deemed necessary, by personal contact,
letter, telephone or other means of communication. Brokers, nominees and other
custodians and fiduciaries will be requested to forward Proxy solicitation
material to the beneficial owners of the shares of common stock of the Company
where appropriate, and the Company will reimburse them for their reasonable
expenses incurred in connection with such transmittals. The costs of
solicitation of Proxies for the Annual Meeting will be borne by the Company.
ELECTION OF DIRECTORS
(Proposal 1)
General
The members of the Board of Directors of the Company are elected by the
shareholders. The directorships of the Company are divided into three classes,
with the members of each class serving three-year terms and the shareholders of
the Company electing one class annually. The Board of Directors of the
Company presently consists of seven members who also serve as directors of the
Bank. The members of the Board of Directors of the Bank are elected annually
by the Company, acting as the sole shareholder of the Bank.
The Board of Directors has nominated three persons for election as
directors of the Company to serve three-year terms which will expire at the
2000 Annual Meeting of Shareholders or until their successors are elected and
qualified. The terms of the other four incumbent directors will continue as
indicated below. All the nominees are presently directors of the Company.
It is intended that each Proxy solicited on behalf of the Board of
Directors will be voted only for the election of the designated nominees. At
this time, the Board of Directors knows of no reason why a nominee might be
unable to serve, but if that should occur before the Annual Meeting, it is
intended that the Proxies will be voted for the election of such other person
or persons as the Board of Directors may recommend.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION AS DIRECTORS
OF THE THREE NOMINEES NAMED BELOW.
Nominees for Three-Year Terms Expiring in 2000
The following sets forth the name, age and principal occupation of the
three nominees for election as directors to three-year terms.
Name Age Principal Occupation
James L. Armstrong, Jr 56 James L. Armstrong, Jr. is the owner
of Jim Armstrong Insurance Agency.
Thomas M. Carnes 72 Thomas M. Carnes is retired and was
formerly Chairman of the Board of
Carnes Bros., Inc., a commercial
carpet company.
Robert C. Pittard 54 Robert C. Pittard is the President of
Tucker Concrete Company, Inc.
Incumbent Directors Whose Terms Expire in 1998
Name Age Principal Occupation
Eugene L. Argo 63 Eugene L. Argo is President of
Stacy's Pharmacy Emory Village, Inc.
He also serves as Vice President of
Medical Therapies, Inc.
Ted A. Murphy 59 Ted A. Murphy is President and
Chief Executive Officer of Community
Bank of Georgia. Mr Murphy began
his banking career at First National
Bank of Atlanta in 1954 and worked
in several operational areas of
the bank. In 1961 he joined The
Citizens and Southern National Bank.
In 1969 Mr Murphy helped establish a
new State Bank Charter in Clarkston,
Georgia (Citizens Bank of Clarkston,
later Citizens Dekalb Bank). He
served Citizens Dekalb Bank in the
capacity of President, CEO and
Chairman of the Board of Directors
until 1986 when the bank was
purchased by First Union. After this
acquisition Mr Murphy served First
Union in the area of Branch
Supervision.
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Incumbent Directors Whose Terms Expire in 1999
Name Age Principal Occupation
H. E. Norton 64 H.E. Norton is President of Norco,
Inc. and its insurance agency
subsidiaries.
Dr. Dean T. Teusaw 55 Dr. Dean T. Teusaw is engaged in the
practice of dentistry.
All of the Company's directors (except Mr. Pittard who was appointed to
the Board in November 1996) have served in such capacity since its inception in
1995. Jerome S. Merlin, a director of the Company and the Bank since
inception, died in December of 1996. There are no arrangements or
understandings between the Company and any person pursuant to which any of the
above persons have been or will be elected a director. There are no family
relations between any of the directors or executive officers of the Company
or the Bank.
Meetings of the Board of Directors
The Board of Directors of the Company had four meetings during the
1996 fiscal year. Each director of the Company attended at least 75% of the
board meetings and committee meetings of which such director was a member.
The Board of Directors of the Bank had 14 meetings during the 1996 fiscal year.
Each director of the Bank attended at least 75% of the total number of board
meetings of the Bank.
The Board of Directors of the Company has a Stock Option Plan Committee.
The Board of Directors of the Bank has an Executive Committee, Loan
Committee, Compensation/Personnel Committee, Audit Committee and
Investment Committee.
BANK MANAGEMENT
Ted A. Murphy has been the President and Chief Executive Officer of
the Bank since its organization. Background information on Mr. Murphy is set
forth under the heading "Election of Directors" above.
Christian E. Menzel, age 48, joined the Bank in May of 1996 as Executive
Vice President and Senior Lending Officer. From August 1991 until joining the
Bank, he was Savannah City President for First Liberty Bank, Macon, Georgia.
Mr. Menzel served as the Regional Credit Manager for National Bank of South
Carolina from 1988 until 1991. Prior to that, he had senior commercial lending
responsibilities with Mid-American Bank in Roeland Park, Kansas.
David L. Edgar, age 34, joined the Bank in 1995 as Vice President
and Chief Financial Officer. Mr. Edgar has been associated with the banking
industry for approximately twelve years. The majority of his experience has
been with the public accounting and consulting industry. Mr. Edgar served as
Vice President-Management Advisory Services for Bricker & Melton, P.A. in
Duluth, Georgia from December 1990 until August 1994. From August 1994 until
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his employment by Community Bank of Georgia, he served as Vice President and
Chief Financial Officer of a local federally chartered credit union in
Atlanta, Georgia.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Executive Compensation
The Company does not separately compensate any of its directors or
executive officers. The following sets forth certain information concerning
the compensation of the Bank's chief executive officer during fiscal years
1996, 1995 and 1994. No other executive officer received annual compensation
in excess of $100,000.
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards\
Securities
Name and Other Annual Underlying All Other
Principal Fiscal Compensation Options Compensation
Position Year Salary Bonus (1) (#)2 ($)3
Ted A. Murphy 1996 $118,125 $18,821 $ * 815 $5,907
(1) Compensation does not include any prerequisites and other personal
benefits which may be derived from business-relatedexpenditures that
In the aggregate do not exceed the lesser of $50,000 or 10% of the
total annual salary and bonus reported for such person.
(2 The Company granted 815 stock options to Mr. Murphy pursuant to the
Company's Directors Stock Option Plan, all of which became exercisable
in 1996.
(3 Mr. Murphy received a 5% employee compensation bonus from the Bank
equal to $5,907 in 1996.
The following table sets forth certain information concerning each
grant(1) of stock options to purchase the Company's common stock made during
the 1996 fiscal year to the executive officer named in the Summary Compensation
Table:
Option Grants in Last Fiscal Year
Individual Grants
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted(#) Fiscal Year ($/Sh) Date
Ted A. Murphy 815 100% $9.81/shares 6/1/2000
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(1) The company granted 815 stock options to Mr. Murphy pursuant to the
Company's Directors Stock Option Plan, all of which became exercisable
in 1996.
The following table sets forth certain information regarding the exercise
of stock options in the 1996 fiscal year by the executive officer named in the
Summary Compensation Table and the value of options held by such executive
officer at the end of such fiscal year.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Shares Acquired Value Realized
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)
Value
Shares Acquired Realized Exercisable Exercisable
Name on Exercise (#) ($) Unexercisable Unexercisable(1)
Ted A. Murphy 0 0 815/0 $2.69/$0
(1) Market value of shares covered by in-the-money options, less option
exercise price. Options are in the money if the market value of the
shares covered thereby is greater than the option exercise price.
Employment Agreement
Ted A. Murphy is the President and Chief Executive Officer of the Bank
pursuant to an Employment Agreement. This agreement provides for a term of
employment terminating on December 31, 1997, unless an extension thereto is
agreed to by the parties. The agreement provides that Mr. Murphy may be
terminated upon his death, disability or for "cause." Mr. Murphy may also be
terminated without cause. If terminated without cause, Mr. Murphy would be
entitled to receive severance compensation in the amount of 12 consecutive
months of compensation based upon his annual base salary. Medical and
disability benefits for Mr. Murphy and his family would be continued during the
12-month period. Mr. Murphy would also be entitled to receive severance
compensation if a change of control of the Bank occurs (or if more than one-
third of the members of the Board of Directors of the Bank changes during a 12-
month period of time while the agreement is in effect) and his duties are
changed in connection therewith so that he is no longer functioning as the
Bank's Chief Executive Officer or he is no longer given the title of President
and Chief Executive Officer.
Under the Employment Agreement, Mr. Murphy received a base salary through
December 31, 1995 in the amount of $109,375. His base salary was increased by
8% for 1996 and will be increased 10% for the year 1997. In addition to Mr.
Murphy's base salary, Mr. Murphy will receive a performance bonus if certain
<PAGE>
targeted goals for the Bank's budgeted earnings (as may be set by the Bank's
Board of Directors) are met, in an amount equal to 15% of his base salary in
the year that the performance goals are met. Mr. Murphy may also be entitled
to receive additional bonuses as may be approved by the Board of Directors.
The Employment Agreement also provides for group health insurance for Mr.
Murphy and his immediate family, an allowance for country club or dining
memberships,a monthly car allowance (or in lieu thereof, use of a Bank-owned
automobile), expenses for attendance at two trade association conventions and
four weeks paid vacation.
Director Compensation
The Company does not compensate any of its directors for their services as
directors. The directors of the Bank receive $250 for each board meeting and
$75 for each committee meeting.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the shares
of common stock of the Company owned as of the record date (i) by each person
who beneficially owns more than 5% of the shares of common stock of the Company
(ii) by each of the Company's directors and (iii) by all directors and
executive officers of the Company as a group.
Beneficial Ownership(2)
Number Percentage
Name(1) of Shares Ownership
Eugene L. Argo(3) 46,444 7.94%
James L. Armstrong, Jr. 24,716 4.23%
Thomas M. Carnes(4) 6,722 1.15%
Ted A. Murphy(5) 12,487 2.13%
H. E. Norton(6) 20,000 3.42%
Dr. Dean T. Teusaw(7) 6,280 1.07%
Robert C. Pittard(8) 500 0.08%
All directors and executive
officers as a group (9 persons) 117,149 20.05%
(1) Except as otherwise indicated, the persons named in the above table
have sole voting and investment power with respect to all shares shown
as beneficially owned by them. The information as to beneficial
ownership has been furnished by the respective persons listed in the
above table.
(2) Based on 584,228 shares outstanding as of the record date.
(3) Includes 14,990 shares which are held of record by Mr. Argo's spouse
and as to which he disclaims beneficial ownership.
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(4) Includes 1,540 shares which are held of record by Mr. Carnes' spouse.
(5) Includes 4,487 shares which are held of record by Mr. Murphy's spouse
and as to which he disclaims beneficial ownership.
(6) Includes 10,000 shares which are held of record by Mr. Norton's spouse
and as to which he disclaims beneficial ownership.
(7) Includes (a) 100 shares which are held of record by Dr. Teusaw's spouse
and as to which he disclaims beneficial ownership and (b) 200 shares
held for Dr. Teusaw's minor children.
(8) Includes 250 shares which are held of record by Mr. Pittard's spouse
and as to which he disclaims beneficial ownership.
Reports of Beneficial Ownership
Section 16(a) of the Securities Exchange Act requires the Company's
officers and directors, and persons who own 10% or more of a registered class
of the Company's equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors
and 10% or more stockholders are required by Securities and Exchange
Commission regulations to furnish the Company with copies of all Section 16 (a)
forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company or written representations that no other
reports were required, during the fiscal year ended December 31, 1996, all
officers, directors, and 10% or more stockholders complied with all Section 16
(a) filing requirements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain executive officers and directors of the Company and the Bank, and
principal shareholders of the Company and affiliates of such persons have,
from time to time, engaged in banking transactions with the Bank and are
expected to continue such relationships in the future. All loans or other
extensions of credit made by the Bank to such individuals were made in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with unaffiliated parties and were believed by management to not
involve more than the normal risk of collectibility or to present other
unfavorable features. As of December 31, 1996, loans to executive officers and
directors of the Company and the Bank, and principal shareholders of the
Company and affiliates of such persons, amounted to $327,138 in the aggregate.
<PAGE> 11
RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(Proposal 2)
The Board of Directors has appointed the firm of Porter Keadle Moore, LLP
to continue as its independent certified public accountants for the fiscal
year ending December 31, 1997, subject to ratification by the Company's
shareholders. A representative of the accounting firm is expected to be
present at the Annual Meeting and will be given the opportunity to make a
statement if he desires to do so and will be available to respond to
appropriate questions from the shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO RATIFY
THE APPOINTMENT OF PORTER KEADLE MOORE, LLP AS INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended for inclusion in the Company's Proxy
material for the 1998 Annual Meeting of Shareholders must be received at the
principal offices of the Company not later than December 1, 1997.
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Company was
not aware of any matters to be presented for action at the Annual Meeting other
than the Proposals referred to herein. If other matters are properly presented
for action at the Annual Meeting, it is intended that the persons named as
Proxies will vote or refrain from voting in accordance with their best judgment
on such matters.
ANNUAL REPORT
Copies of the 1996 Annual Report are being mailed to all shareholders
together with this Proxy Statement. Additional copies may be obtained from
the Secretary, Georgia Bancshares, Inc., 3333 Lawrenceville Highway,
Tucker, Georgia 30084.
