<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
VOLUNTEER BANCORP, INC.
- --------------------------------------------------------------------------------
(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> 2
VOLUNTEER BANCORP INC.
Parent Company of:
THE CITIZENS BANK OF EAST TENNESSEE
P.O. Box 550
Rogersville, TN. 37857
April 20, 1999
TO THE SHAREHOLDERS OF VOLUNTEER BANCORP, INC.
In connection with the Annual Meeting of Shareholders of Volunteer
Bancorp, Inc. to be held on May 20, 1999, we enclose a notice of Annual
Shareholder's Meeting, a proxy statement, and a form of proxy.
At the meeting, you will be asked to elect four (4) directors for a
three-year term or until their successors are duly elected and qualified and to
ratify the appointment of Welch & Associates, Ltd., as the Corporation's
independent accountants and auditors for 1999. Information about these matters
is contained in the attached proxy statement.
We have enclosed for your information the Corporation's Consolidated
Financial Statements as reported on by Welch & Associates, Ltd.
You are cordially invited to attend the Annual Meeting of Shareholders
in person. We would appreciate your completing the enclosed form of proxy so
that your shares can be voted in the event you are unable to attend the meeting.
If you are present at the meeting and desire to vote your shares personally,
your form of proxy will be withheld from voting upon your request prior to
balloting. We urge you to return your proxy card to us in the stamped envelope
as soon as possible.
Sincerely yours,
William E. Phillips
Chairman of the Board
<PAGE> 3
VOLUNTEER BANCORP, INC.
210 EAST MAIN STREET
ROGERSVILLE, TENNESSEE 37857
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 20, 1999
Notice is hereby given that the Annual Meeting of Shareholders of
Volunteer Bancorp, Inc. (the "Company"), will be held on May 20, 1999, at 10:00
A.M., local time, in the corporate offices of the Company at 210 East Main
Street, Rogersville, Tennessee 37857, for the following purposes:
1. To elect four (4) directors to serve a three-year term or
until their successors have been duly elected and qualified.
2. To ratify the authorization of the selection of Welch &
Associates, Ltd., to serve as the Company's independent
auditors for the year 1999.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Shareholders of record at the close of business on April 15, 1999, are entitled
to notice of and to vote at the Annual Shareholders' Meeting.
By Order of the Board of Directors
H. Lyons Price
Secretary
IMPORTANT
WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE STAMPED
ENVELOPE PROVIDED.
<PAGE> 4
VOLUNTEER BANCORP, INC.
210 EAST MAIN STREET
ROGERSVILLE, TENNESSEE 37857
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 20, 1999
INFORMATION CONCERNING THE SOLICITATION
This statement is furnished in connection with the solicitation of
proxies to be used at the Annual Meeting of Shareholders (the "Annual Meeting")
of Volunteer Bancorp, Inc. (the "Company") to be held on May 20, 1999, at 10:00
A.M., local time, in the corporate offices of the Company at 210 East Main
Street, Rogersville, Tennessee 37857 and at any adjournment or adjournments
thereof.
At the Annual Meeting, the shareholders will vote to elect four (4)
directors and to ratify the selection of Welch & Associates, Ltd., as the
Company's independent auditors for the year 1999. The affirmative vote of a
plurality of the shares present or represented at the meeting, if a quorum
exists, is required to elect the directors and to ratify the selection of Welch
& Associates, Ltd., as the Company's independent auditors for the year 1999. The
presence in person or by proxy of the holders of a majority of the issued and
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum.
Shareholders are urged to sign the enclosed form of proxy and return it
promptly in the envelope enclosed for that purpose. Proxies will be voted in
accordance with the shareholder's directions. If no directions are given,
proxies will be voted FOR the election of the nominees named herein as directors
and FOR the ratification of the selection of Welch & Associates, Ltd., as the
Company's independent auditors for the year 1999.
The Board of Directors knows of no other business to be presented at
the Annual Meeting. If any other business is properly presented, the person
named in the enclosed proxy will use his discretion in voting the shares. The
proxy may be revoked at any time prior to the voting thereof by written request
to the Company at 210 East Main Street, Rogersville, Tennessee 37857, Attention:
H. Lyons Price, Secretary. The proxy may also be revoked by submission to the
Company of a more recently dated proxy. The giving of the proxy will not affect
the right of a shareholder to attend the Annual Meeting and vote in person.
The solicitation of proxies in the enclosed form is made on behalf of
the Board of Directors of the Company. The entire cost
<PAGE> 5
of soliciting these proxies will be borne by the Company. In addition to being
solicited through the mails, proxies may be solicited personally or by telephone
or telegraph by officers, directors and employees of the Company who will
receive no additional compensation for such activities. Arrangements will also
be made with brokerage houses and other custodians, nominees and fiduciaries to
forward solicitation materials to the beneficial owners of shares held of record
by such persons, who will be reimbursed for their reasonable expenses incurred
in such connection. It is expected that this Proxy Statement will first be sent
to shareholders on April 27, 1999.
SHAREHOLDERS' PROPOSALS FOR 2000 ANNUAL MEETING
Shareholders' proposals intended to be presented at the 2000 Annual
Meeting of Shareholders must be received by the Company no later than December
1, 1999, for inclusion in the Company's proxy statement and form of proxy
relating to that meeting.
OUTSTANDING VOTING SECURITIES
Only shareholders of record on April 15, 1999, are entitled to notice
of and to vote at the Annual Meeting. On that date there were 539,027 shares of
Common Stock issued and outstanding. The holder of each share of common stock is
entitled to one vote on all matters submitted before the Annual Meeting or any
adjournments of the Annual Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of April 15, 1999, the Company's records indicated that the
following number of shares were beneficially owned by (i) each person known by
the Company to beneficially own more than 5% of the Company's shares; (ii)
directors and persons nominated to become directors of the Company and executive
officers; and (iii) directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature
Name of of Beneficial Ownership Percent
Beneficial Owner (Number of Shares) of Class
---------------- ------------------ --------
<S> <C> <C>
(i) Ralph T. Hurley 85,500 15.86%
Route 2 Box 157
Sneedville, TN 37869
(ii) William E. Phillips(1) 21,755 4.03
Lawrence Gray(2) 18,601 3.45
Shirley A. Price 7,957 1.47
Reed D. Matney 8,343 1.54
Leon Gladson 3,683 *
Eddie Freeman 1,852 *
G. Douglas Price(3) 15,894 3.00
Gary E. Varnell(4) 16,220 3.00
Scott F. Collins 1,607 *
H. Lyons Price 6,125 1.13
George L. Brooks 6,125 1.13
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
M. Carlin Greene 11,678
Dr. Truett H. Pierce(5) 12,231 2.26
Neil D. Miller 11,110 2.06
(iii) Directors and executive 143,181 26.05%
officers as a group (14
persons)
</TABLE>
- -------------
* Less than 1%
(1) Includes 12,211 shares owned by the Joe H. Wilson Trust, for which Mr.
Phillips serves as Co-Trustee.
(2) Includes 12,211 shares owned jointly with his father, for which he
disclaims voting and investment power.
(3) Includes 6,105 shares owned by his spouse, for which he disclaims
voting and investment power.
(4) Includes 200 shares owned jointly with his two sons.
(5) Includes 9,158 shares owned by his spouse, for which he disclaims
voting and investment power.
<PAGE> 7
PROPOSAL 1. ELECTION OF DIRECTORS
At the Annual Meeting, four (4) directors are nominees for election to
hold office for a three-year term or until their successors are elected and
qualified. If any nominee should be unable to accept nomination or election as a
director, which is not expected, the proxies may be voted with discretionary
authority for a substitute designated by the Board of Directors. The election of
a director requires the affirmative vote of a plurality of shares present or
represented at the meeting.
Management of the Company recommends the
election of the following nominees:
William E. Phillips
Neil D. Miller
Scott Collins
Lawrence E. Gray
Following is certain information regarding the directors, nominee
directors and executive officers of the Company.
REED D. MATNEY (49) has served as the President and Director since
1994. Mr. Matney was employed by First Union National Bank of Tennessee until
April 1994 and he was employed by the Bank in May 1994.
G. DOUGLAS PRICE (58) has served as Director since 1994. Mr. Price is
employed as the Executive for Hawkins County, Tennessee.
WILLIAM E. PHILLIPS (51) has served as Chairman of the Board since
1994. Mr. Phillips is an attorney with the law firm of Phillips and Hale in
Rogersville, Tennessee.
H. LYONS PRICE (64) has served as the Secretary/Treasurer and Director
since 1994. Mr. Price was employed by First Union National Bank of Tennessee
until June 1993.
GARY E. VARNELL (52) has served as a Director of the Company since
1994. Mr. Varnell is the owner and operator of a retail office products store in
Rogersville, Tennessee.
DR. TRUETT H. PIERCE (71) has served as a Director of the Company since
1994. Dr. Pierce practices medicine in Sneedville, Tennessee.
GEORGE L. BROOKS (69) has served as a Director of the Company since
1994. Mr. Brooks retired from Citizens Union Bank in 1993 and resides in
Rogersville, Tennessee.
<PAGE> 8
SHIRLEY A. PRICE (64) has served as a Director of the Company since
1994. Ms. Price is an insurance agent in Rogersville, Tennessee.
LEON GLADSON (73) has served as a Director of the company since 1994.
Mr. Gladson is a retired businessman and resides in Rogersville, Tennessee.
EDDIE FREEMAN (46) has served as a Director of the Company since 1995
and serves as Vice President and Manager of the Bank's Church Hill office.
NEIL D. MILLER (79) has served as a Director of the Company since 1994.
Mr. Miller is a farmer in Rogersville, Tennessee.
M. CARLIN GREENE (56) has served as a Director of the Company since
1994. Mr. Greene is a real estate agent and farmer in Sneedville, Tennessee.
SCOTT F. COLLINS (50) has served as a Director of the Company since
1994. Mr. Collins is the Hancock County Clerk & Master in Sneedville, Tennessee.
LAWRENCE E. GRAY (54) has served as a Director of the Company since
1994 and serves as Executive Vice President of the Bank.
No director of the company is a director or executive officer of
another bank holding company, bank saving and loan association, or credit union.
<PAGE> 9
INFORMATION REGARDING MEETINGS OF DIRECTORS
During the last fiscal year (1998), the Board of Directors of the
Company held two (2) meetings. The Directors of the Company also serve as
directors of the Bank. The Board of Directors of the bank held twelve (12)
meetings in 1998. No director attended less than 75% of the meetings held by the
Company or the Bank during 1998. The Directors received no compensation as
directors of the Company but as directors of the Bank received $300 for each
meeting attended.
The Board of Directors has three committees. Messrs. Phillips, H. Lyons
Price and Matney serve as the Executive Committee, Messrs. G. Douglas Price,
Gladson and Collins serve as members of the Audit Committee and Messrs.
Phillips, Matney, H. Lyons Price and G. Douglas Price serve as members of the
Trust Committee. These persons receive no compensation as members of such
committees.
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash compensation paid by
the Company to the chief executive officer to the Company. No other executive
officer of the Company received cash compensation in excess of $100,000
(determined as of the end of 1997) for the years ended December 1998, 1997, and
1996.
<TABLE>
<CAPTION>
Annual Compensation
Name and Position Year Salary ($)
- ----------------- ---- ----------
<S> <C> <C>
Reed D. Matney 1998 78,000
Chief Executive Officer 1997 72,000
1996 66,000
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company expects to have in the future banking and other business
transactions in the ordinary course of its banking business with directors,
officers, and 10% beneficial owners of the Company and their affiliates,
including members of their families, or corporations, partnerships, or other
organizations in which such officers or directors have controlling interest, on
substantially the same terms (including price, or interest rates and collateral)
as those prevailing at the time for comparable transactions with unrelated
parties. Any such banking transactions will not involve more than the normal
risk of collectibility nor present other unfavorable features to the Company or
the Bank. The law firm of Phillips & Hale, of which Chairman Phillips is a
partner, serves as general counsel for the Company.
<PAGE> 10
PROPOSAL 2. RATIFICATION OF AUTHORIZATION FOR
THE AUDIT COMMITTEE TO SELECT 1999 INDEPENDENT AUDITORS
The Board of Directors has authorized the selection of Welch &
Associates, Ltd., as the Company's independent auditors for the year 1999. The
selection is subject to approval by the shareholders not later than the date of
the Annual Meeting. Welch & Associates, Ltd., has served as independent auditors
of the Company since 1994 and for the year ended December 31, 1998.
Representatives of the firm will be present at the Annual Meeting, have an
opportunity to make a statement if they so desire and are expected to be
available to respond to appropriate questions.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote at the Meeting is required to authorize
the selection of Welch & Associates, Ltd., as the Company's independent auditors
for the year 1999.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" RATIFICATION OF THE
SELECTION OF WELCH & ASSOCIATES, LTD., AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE YEAR 1999.
OTHER MATTERS
The Board of Directors, at the time of the preparation of this Proxy
Statement, knows of no business to come before the meeting other than that
referred to herein. If any other business should come before the meeting, the
persons named in the enclosed Proxy will have discretionary authority to vote
all proxies in accordance with their best judgment.
UPON THE WRITTEN REQUEST OF ANY RECORD HOLDER OR BENEFICIAL OWNER OF
COMMON STOCK ENTITLED TO VOTE AT THE ANNUAL MEETING, THE COMPANY, WITHOUT
CHARGE, WILL PROVIDE A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR
ENDED DECEMBER 31, 1998, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
REQUESTS SHOULD BE DIRECTED TO H. LYONS PRICE, SECRETARY, VOLUNTEER BANCORP,
INC., 210 EAST MAIN STREET, ROGERSVILLE, TENNESSEE 37857.
BY ORDER OF THE BOARD OF DIRECTORS
William E. Phillips
Chairman of the Board
Rogersville, Tennessee
April 20, 1999
<PAGE> 11
APPENDIX A
PROXY
VOLUNTEER BANCORP, INC.
210 EAST MAIN STREET, ROGERSVILLE, TENNESSEE 37857
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints William E. Phillips and H. Lyons Price or
either of them with the full power of substitution and revocation as Proxy to
vote all shares of stock standing in my name on the books of Volunteer Bancorp,
Inc. (the "Company") at the close of business on April 15, 1999, which I would
be entitled to vote if personally present at the Annual Meeting of Shareholders
of the Company to be held in the Company's offices at 210 East Main Street,
Rogersville, Tennessee 37857, on May 20, 1999, at 10:00 A.M., local time, and at
any and all adjournments, upon the matters set forth in the notice of said
meeting. The Proxy is further authorized to vote in his discretion as to any
other matters which may come before the meeting. The Board of Directors at the
time of preparation of the Proxy Statement knows of no business to come before
the meeting other that referred to in the Proxy Statement.
THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN BELOW AND WHEN NO INSTRUCTIONS ARE GIVEN WILL BE VOTED FOR
THE PROPOSALS DESCRIBED IN THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT AND ON THIS PROXY.
(1) Election of four (4) Directors
___ For all nominees listed below (except as indicated to the
contrary below).
___ WITHHOLD AUTHORITY to vote for all nominees listed below.
William E. Phillips
Neil D. Miller
Scott Collins
Lawrence Gray
Instruction: To withhold authority to vote for any individual
nominee, write such nominee's name in the space
provided below.
------------------------------------------------
(2) To ratify the selection of Welch & Associates, Ltd., as the Company's
independent auditors for the year 1999.
___ For ___ Against ___ Abstain
The undersigned hereby acknowledges receipt of notice of said meeting and the
related Proxy Statement.
Dated: __________________ Signed
____________________________________________
[Label to be placed here] Signed
_____________________________________________
Shareholder signs here exactly as shown on
the label affixed hereto. Administrator,
Trustee, or Guardian, please give full title.
If more than one Trustee, all should sign.
All Joint Owners should sign.
Please indicate if you plan to attend the Shareholder's Meeting.
______Yes, I plan to attend the Shareholder's Meeting.
______No, I do not plan to attend the Shareholder's Meeting.
PLEASE COMPLETE, SIGN, DATE, AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
