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:
|X| Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
| | 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)(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:
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
PROXY GEORGIA BANCSHARES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder hereby appoints James L. Armstrong, Jr. and
Thomas M. Carnes, 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
undersigned on April 21, 1998, at the Annual Meeting of the Shareholders (the
"Annual Meeting") to be held on May 21, 1998, 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: Eugene L. Argo and Ted A. Murphy
Check | | For all Nominees listed above | | Withhold Authority to vote for
One (except as marked to the contrary all Nominees listed above
Box below)
Instructions: To withhold authority to vote for any individual Nominee, write
that Nominee's name in the space provided below:
_________________________________
PROPOSAL 2. TO APPROVE THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE
THE PAR VALUE PER SHARE OF THE COMPANY'S COMMON STOCK FROM $4.00 PER SHARE TO
$1.60 PER SHARE
| | For | | Against | | Abstain
PROPOSAL 3. TO RATIFY THE SELECTION OF PORTER KEADLE MOORE, LLP AS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE COMPANY
| | For | | Against | | Abstain
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, administrator,
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:_____________________,1998
___________________________
Signature
___________________________
Signature if held jointly
PLEASE MARK, SIGN ABOVE, DATE, AND RETURN THIS PROXY PROMPTLY IN
THE ENVELOPE FURNISHED.
<PAGE>
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
21, 1998
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 21, 1998, at 3:00 p.m. for the
purpose of acting upon the following matters:
1. To elect two members to the Board of Directors to serve
three-year terms expiring in 2001 (Proposal 1).
2. To approve the amendment of the Company's Articles of
Incorporation to change the par value per share of the Company's
Common Stock from $4.00 per share to $1.60 per share (Proposal
2).
3. To ratify the appointment of Porter Keadle Moore, LLP as
independent certified public accountants for the Company for the
fiscal year ending December 31, 1998 (Proposal 3).
4. To consider such other business as may properly come before the
Annual Meeting or any adjournments thereof.
The Board of Directors has set April 21, 1998, 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
Ted A. Murphy
President
<PAGE>
Georgia Bancshares, Inc.
the bank holding company for
Community Bank of Georgia
PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held May 21, 1998
PROXY SOLICITATION AND VOTING
General
This Proxy Statement is being furnished in connection with the solicitation
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 28, 1998.
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 21, 1998, 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.
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.
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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 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 Director s of the Bank are elected annually by the
Company, acting as the sole shareholder of the Bank.
The Board of Directors has nominated two persons for electio as directors
of the Company to serve three-year terms which will expire at the 2001 Annual
Meeting of Shareholders or until their successors are elected and qualified. The
terms of the other five 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION AS DIRECTORS OF THE
TWO NOMINEES NAMED BELOW.
Nominees for Three-Year Terms Expiring in 2001
The following sets forth the name, age and principal occupation of the two
nominees for election as directors to three-year terms.
<TABLE>
<S> <C> <C>
Eugene L. Argo 65 Eugene L. Argo is President of Stacy's Pharmacy, Inc.
He also serves as Vice President of Medical Therapies,
Inc.
Ted A. Murphy 61 Ted A. Murphy is President and Chief Executive Officer
of Community Bank of Georgia. Mr. Murphy began his
banking career with 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.
</TABLE>
2
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<TABLE>
<S> <C>
(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.
</TABLE>
<TABLE>
<CAPTION>
Incumbent Directors Whose Terms Expire in 1999
Name Age Principal Occupation
<S> <C> <C>
H. E. Norton 66 H.E. Norton is President of Norco, Inc. and its
insurance agency subsidiaries.
Dr. Dean T. Teusaw 57 Dr. Dean T. Teusaw is engaged in the practice of
dentistry.
</TABLE>
<TABLE>
<CAPTION>
Incumbent Directors Whose Terms Expire in 2000
Name Age Principal Occupation
<S> <C> <C>
James L. Armstrong, Jr. 58 James L. Armstrong, Jr. is the owner of Jim Armstrong
Insurance Agency.
Thomas M. Carnes 74 Thomas M. Carnes is retired and was formerly
Chairman of the Board of Carnes Bros., Inc., a
commercial carpet company.
Robert C. Pittard 56 Robert C. Pittard is the President of Tucker Concrete
Company, Inc.
</TABLE>
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. 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 4 meetings during the 1997 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 13 meetings during the 1998 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.
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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
above.
Christian E. Menzel, age 49, 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 35, 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 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 1997,
1996 and 1995. No other executive officer received annual compensation in excess
of $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
Securities
Name and Other Annual Underlying All Other
Principal Fiscal Compensation Options Compensation
Position Year Salary ($) Bonus ($) ($)(1) (#)(2) ($)(3)
<S> <C> <C> <C> <C> <C> <C>
1997 $129,938 $37,201(4) $ * 1,315 $ 6,497
Ted A. Murphy 1996 $118,125 $18,281 $ * 815 $ 5,907
President and Chief 1995 $109,375 $15,000 $ * 0 $ 0
Executive Officer
</TABLE>
(1) Compensation does not include any perquisites and other personal benefits
which may be derived from business-related expenditures 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
1997. In addition, the Company granted 500 stock options to Mr. Murphy
pursuant to the Company's Employee Stock Option Plan, all became
exercisable in 1997.
(3) Mr. Murphy received a 5% employee compensation bonus from the Bank equal to
$6,497 in 1997.
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(4) Includes (a) 1996 Bank bonus of $17,719 paid in January 1997 and (b) 1997
Bank bonus of $19,491 paid in December 1997.
The following table sets forth certain information concerning each grant(1)
of stock options to purchase the Company's common stock made during the 1996
fiscal year to the executive officer named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants
Number of % of Total
Securities Options
Underlying Granted to Exercise or Base
Options Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
<S> <C> <C> <C> <C>
Ted A. Murphy 1,315 69% (2).. 6/1/2006
</TABLE>
(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
1997. In addition, the Company granted 500 stock options to Mr. Murphy
pursuant to the Company's Employee Incentive Stock Option Plan, all of
which became exercisable in 1997.
(2) The exercise price of the 815 shares granted pursuant to the Company's
Directors Stock Option Plan is $10.43 per share. The exercise price of the
500 shares granted pursuant to the Company's Employee Incentive Stock
Option Plan is $12.50 per share.
The following table sets forth certain information regarding the exercise
of stock options in the 1997 fiscal year by the executive officer named in the
Summary Compensation Table and the value of options held by such executive
officer at the end of such fiscal year.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of
Securities
Underlying
Unexercised Value of Unexercised
Options at In-the-Money Options
FY-End (#) at FY-End ($)
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable(1)
<S> <C> <C> <C> <C> <C>
Ted A. Murphy 0 0 2,130/0 $3,880/$0
</TABLE>
(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, 2000, 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 his gross monthly
compensation at the time of said termination for a period of 24 consecutive
months or the remainder of the term of the Agreement whichever is greater.
Medical and disability benefits for Mr. Murphy and his family would be continued
during the 24-month period or the remainder of the term of the Agreement
whichever is greater at no expense to Mr. Murphy. Mr. Murphy would also be
entitled to receive severance compensation if a change of control of the Company
occurs and his duties are
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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 will receive an annual base
salary through December 31, 1998 in the amount of $138,400. His annual base
salary will be increased by 5% for the year 1999 to $145,320 and by 5% for the
year 2000 to $152,586. In addition to Mr. Murphy's annual base salary, Mr.
Murphy will receive a performance bonus if certain targeted goals for the Bank's
performance are met, in an amount equal to 10% to 20% of annual base salary. The
Employment Agreement also provides for group health insurance for Mr. Murphy and
his immediate family, an allowance for country club or dining memberships in an
amount not to exceed $7,500 annually, 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 $400.00 for each board meeting and
$75.00 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.
<TABLE>
<CAPTION>
Beneficial Ownership(2)
Number Percentage
Name(1) of Shares Ownership
<S> <C> <C> <C>
Eugene L. Argo(3) 54,340 9.1%
James L. Armstrong, Jr. 26,546 4.4
Thomas M. Carnes(4) 9,551 1.6
Ted A. Murphy(5) 14,917 2.5
H. E. Norton(6) 21,630 3.6
Dr. Dean T. Teusaw(7) 7,910 1.3
Robert C. Pittard(8) 500 *
All directors and executive
officers as a group (9 persons) 135,394 22.7%
</TABLE>
* Percent share ownership is less than 1% of total shares outstanding.
(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 plus 12,495
shares not outstanding but which are subject to options granting the
holders thereof the right to acquire the shares within 60 days through
the exercise of options.
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<PAGE>
(3) Includes 21,661 shares which are held of record by Mr. Argo's spouse
and as to which he disclaims beneficial ownership and 1,630 shares
representing unexercised options.
(4) Includes 1,540 shares which are held of record by Mr. Carnes' spouse
and 1,630 shares representing unexercised options.
(5) Includes 4,787 shares which are held of record by Mr. Murphy's spouse
and as to which he disclaims beneficial ownership and 2,130 shares
representing unexercised options.
(6) Includes 10,000 shares which are held of record by Mr. Norton's spouse
and 1,630 shares representing unexercised options.
(7) Includes (a) 100 shares which are held of record by Dr. Teusaw's spouse
and as to which he disclaims beneficial ownership, (b) 200 shares held
for Dr. Teusaw's minor children and as to which he disclaims beneficial
ownership and (c) 1,630 shares representing unexercised options.
(8) Includes 250 shares which are held of record by Mr. Pittard's spouse.
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, 1997, the
Company believes that all reports applicable to its officers, directors,
and 10% or more stockholders were complied within timely fashion.
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, 1997, indebtedness to the Bank of executive officers and
directors of the Company and the Bank, and principal shareholders of the
Company, including affiliates of such persons, amounted to $622,666 in the
aggregate.
APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION
TO CHANGE PAR VALUE PER SHARE OF COMMON STOCK
(Proposal 2)
The Board of Directors has adopted resolutions authorizing the officers of
the Company to seek to have the Company's Common Stock listed on the Nasdaq
SmallCap Market. However, in order to meet certain listing requirements imposed
by Nasdaq, the Board of Directors also adopted resolutions authorizing a 5 for 2
split of the Company's Common Stock. To effect such stock split, the Board of
Directors further authorized (subject to the approval of the Company's
shareholders) an amendment to the
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Company's Articles of Incorporation changing the par value per share of the
Company's Common Stock from $4.00 per share to $1.60 per share.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE
ARTICLES OF INCORPORATION OF THE COMPANY TO CHANGE THE PAR VALUE PER SHARE OF
THE COMPANY'S COMMON STOCK FROM $4.00 PER SHARE TO $1.60 PER SHARE.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(Proposal 3)
The Board of Directors has appointed the firm of Porter Keadle Moore, LLP
to continue as it independent certified public accountants for the fiscal year
ending December 31, 1998, 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 1999 Annual Meeting of Shareholders must be received at the
principal offices of the Company not later than December 1, 1998.
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 1997 Annual Report of Georgia Bancshares, Inc. are being
mailed to all shareholders together with this Proxy Statement. Additional
copies of the Annual Report and the Company's Form 10-KSB (including financial
statement schedules) for the year-ended December 31, 1997, may be obtained from
the Secretary, Georgia Bancshares, Inc., 3333 Lawrenceville Highway, Tucker,
Georgia 30084.
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