UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 Rule 14a-12
TWIN CITY BANCORP, 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:
________________________________________________________________
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:
____________________________________________
[LETTERHEAD OF TWIN CITY BANCORP, INC.]
April 14, 2000
Dear Stockholder:
We invite you to attend the annual meeting of stockholders
of Twin City Bancorp, Inc. to be held at the main office of Twin
City Federal Savings Bank, 310 State at Edgemont, Bristol,
Tennessee on Monday, May 15, 2000 at 4:00 p.m.
The accompanying notice and proxy statement describe the
formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company's
subsidiary, Twin City Federal Savings Bank. Directors and
officers of the Company will be present to respond to any
questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ACCOMPANYING FORM OF PROXY AS SOON AS
POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. Your vote is important, regardless of the number of
shares you own. This will not prevent you from voting in person
but will assure that your vote is counted if you are unable to
attend the meeting.
Sincerely,
/s/ Thad R. Bowers
Thad R. Bowers
President
TWIN CITY BANCORP, INC.
310 STATE AT EDGEMONT
BRISTOL, TENNESSEE 37620
(423) 989-4400
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 2000
________________________________________________________________
NOTICE IS HEREBY GIVEN that the annual meeting of
stockholders (the "Annual Meeting") of Twin City Bancorp, Inc.
(the "Company") will be held at the main office of Twin City
Federal Savings Bank, 310 State at Edgemont, Bristol, Tennessee
on Monday, May 15, 2000 at 4:00 p.m.
A proxy statement and form of proxy for the Annual Meeting
accompany this notice.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of one director for a term of
three years; and
2. The transaction of such other matters as may
properly come before the Annual Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on any one of the foregoing
proposals at the Annual Meeting on the date specified above or
on any date or dates to which, by original or later adjournment,
the Annual Meeting may be adjourned. Stockholders of record at
the close of business on April 5, 2000 are the stockholders
entitled to vote at the Annual Meeting and any adjournments
thereof.
You are requested to fill in and sign the accompanying
form of proxy which is solicited by the Board of Directors and
to mail it promptly in the accompanying envelope. The proxy
will not be used if you attend and vote at the Annual Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Joanne Sturgill
JOANNE STURGILL
ASSISTANT SECRETARY
Bristol, Tennessee
April 14, 2000
________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO
ENSURE A QUORUM. THE ACCOMPANYING FORM OF PROXY IS ACCOMPANIED
BY A SELF-ADDRESSED ENVELOPE FOR YOUR CONVENIENCE. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES.
________________________________________________________________
PROXY STATEMENT
OF
TWIN CITY BANCORP, INC.
310 STATE AT EDGEMONT
BRISTOL, TENNESSEE 37620
ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 2000
________________________________________________________________
GENERAL
________________________________________________________________
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Twin City
Bancorp, Inc. (the "Company") to be used at the annual meeting
of stockholders (the "Annual Meeting") which will be held at the
main office of Twin City Federal Savings Bank (the "Bank"), 310
State at Edgemont, Bristol, Tennessee on Monday, May 15, 2000 at
4:00 p.m. This proxy statement and the accompanying notice and
form of proxy are being first mailed to stockholders on or about
April 14, 2000.
________________________________________________________________
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 Annual Meeting
and all adjournments thereof. Proxies may be revoked by written
notice to Joanne Sturgill, Assistant Secretary of the Company,
at the address shown above, by filing a later dated proxy prior
to a vote being taken on a particular proposal at the Annual
Meeting or by attending the Annual Meeting and voting in person.
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED FOR
THE NOMINEES FOR DIRECTOR SET FORTH BELOW. 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 Annual Meeting. If
any other business is presented at the Annual Meeting, proxies
will be voted by those named therein in accordance with the
determination of a majority of the Board of Directors. Proxies
marked as abstentions, and shares held in street name which have
been designated by brokers on proxies as not voted, will not be
counted as votes cast. Proxies marked as abstentions or as
broker non-votes, however, will be treated as shares present for
purposes of determining whether a quorum is present.
________________________________________________________________
VOTING SECURITIES AND BENEFICIAL OWNERSHIP
________________________________________________________________
Stockholders of record as of the close of business on
April 5, 2000 (the "Record Date") are entitled to one vote for
each share then held. At the Record Date, the Company had
1,121,388 shares of common stock, par value $1.00 per share (the
"Common Stock"), issued and outstanding. The presence, in
person or by proxy, of at least a majority of the total number
of shares of Common Stock outstanding and entitled to vote will
be necessary to constitute a quorum at the Annual Meeting.
Persons and groups owning in excess of 5% of the Company's
Common Stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The following table sets forth,
as of the Record Date, certain information as to the Common
Stock believed by management to be beneficially owned by persons
owning in excess of 5% of the Company's Common Stock and by all
directors, nominees and executive officers of the Company as a
group.
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP (1) OUTSTANDING (2)
- ------------------- ------------- ---------------
Twin City Bancorp, Inc.
Employee Stock Ownership Plan ("ESOP")
310 State at Edgemont
Bristol, Tennessee 37620 99,655 (3) 8.89%
Robert L. and Elinor M. Baker
4892 Weaver Pike
Bluff City, Tennessee 37618 105,000 9.36%
Thad R. and Judith O. Bowers
14 Yorkshire
Bristol, Tennessee 37620 120,047 (4) 10.30%
All directors, nominees and executive
officers as a group (10 persons) 347,577 (5) 28.29%
<FN>
___________
(1) A person is considered the beneficial owner of any shares of the Common
Stock (1) over which he or she has or shares voting or investment power,
or (2) of which he or she has the right to acquire beneficial ownership
at any time within 60 days from the Record Date. "Voting power" is the
power to vote or direct the voting of shares and "investment power" is the
power to dispose or direct the disposition of shares.
(2) In calculating percentage ownership for a given individual or group of
individuals, the number of shares of the Common Stock outstanding
includes unissued shares subject to options exercisable within 60 days of
the Record Date held by that individual or group.
(3) Includes 45,751 shares which have been allocated to the accounts of
participants. The ESOP trustees, including Directors Burriss, Oakley,
Wohlford and Vann, vote all allocated shares in accordance with
instructions of the participants; unallocated shares and shares for which
no instructions have been received generally are voted by the ESOP
trustees in the same ratio as participants direct the voting of allocated
shares or, in the absence of such direction, as directed by the Company's
Board of Directors.
(4) Includes 43,797 shares which Mr. and Mrs. Bowers had a right to purchase
pursuant to the exercise of stock options exercisable within 60 days of
the Record Date and 4,050 shares of restricted stock which are scheduled
to vest within 60 days of Record Date.
(5) Excludes 53,904 unallocated shares held by the ESOP. Includes 107,133
shares which all directors and executive officers as a group had a right
to purchase pursuant to the exercise of stock options exercisable within
60 days of the Record Date and 9,450 shares of restricted stock which are
scheduled to vest within 60 days of the Record Date.
</FN>
-2-
________________________________________________________________
ELECTION OF DIRECTORS
________________________________________________________________
General
The Company's Board of Directors currently consists of
five members. The Company's Charter requires that directors be
divided into three classes, as nearly equal in number as
possible, with approximately one-third of the directors elected
each year. The Board of Directors has nominated Paul R.
Wohlford to serve as a director for a term of three years.
Under Tennessee law, directors are elected by a plurality of all
votes cast at a meeting at which a quorum is present. If the
nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the
Board of Directors may recommend. At this time, the Board knows
of no reason why the nominee might be unavailable to serve.
The following table sets forth the name of the nominee for
election as director and the directors whose terms expire in
future years. Also set forth is certain other information with
respect to each person's age, the year he first became a
director of the Bank, the expiration of his term as a director,
and the number and percentage of shares of Common Stock
beneficially owned. Each director of the Company is also a
member of the Board of Directors of the Bank.
SHARES OF
YEAR FIRST COMMON STOCK
AGE AT ELECTED AS CURRENT BENEFICIALLY
DECEMBER 31, DIRECTOR OF TERM OWNED AT THE PERCENT
NAME 1999 THE BANK(1) TO EXPIRE RECORD DATE(2) OF CLASS
- ---- ------------ ----------- --------- -------------- --------
BOARD NOMINEE FOR TERM TO EXPIRE IN 2003
Paul R. Wohlford 60 1990 2000 19,005 1.68%
DIRECTORS CONTINUING IN OFFICE
William C. Burriss, Jr. 58 1985 2001 56,438 5.00
John M. Vann 41 1999 2001 5,094 0.45
Thad R. Bowers 61 1982 2002 120,047 (3) 10.30
Sid Oakley 53 1987 2002 17,321 1.54
<FN>
___________
(1) All directors were appointed as directors of the Company in 1994 in
connection with the incorporation of the Company, with the exception of
Mr. Vann who become a director of the Company in 1999.
(2) Excludes unallocated shares held by the ESOP and certain shares held by
the Bank's defined contribution thrift plan (see "Voting Securities and
Beneficial Ownership"); includes 43,797, 6,738, 6,738, 6,738 and 2,694
shares which Messrs. Bowers, Burriss, Oakley, Wohlford and Vann,
respectively, had or shared a right to purchase pursuant to the exercise
of stock options exercisable within 60 days of the Record Date. Includes
4,050 shares of restricted stock which are scheduled to vest to Mr. and
Mrs. Bowers within 60 days of the Record Date.
(3) Includes shares beneficially owned by Mr. Bowers' wife, Judith O. Bowers.
</FN>
-2-
Set forth below is information concerning the Company's
nominees for election as director and continuing directors.
Unless otherwise stated, all directors have held the positions
indicated for at least the past five years.
PAUL R. WOHLFORD is an attorney in Bristol, Tennessee.
Mr. Wohlford has also served as a juvenile court judge for the
City of Bristol since 1990. He is a member of the Bristol
Regional Medical Center Ethics Committee and serves as Vice
President of the National Council of Juvenile and Family Court
Judges.
WILLIAM C. BURRISS, JR. is President of BurWil
Construction Co., Inc., Bristol, Tennessee. Mr. Burriss serves
as Chairman of the Board of the Company and the Bank. He also
serves on the advisory board of the Salvation Army of Bristol
and is a member of the Bristol Host Lions Club.
JOHN M. VANN is President and Chief Executive Officer of
Clinical Trial Management Services, Inc, a contract research
organization located in Bristol, Tennessee and Winston-Salem,
North Carolina. Mr. Vann is an Elder of the First Presbyterian
Church, serves on the Board of Directors of the United Way of
Bristol and is active in various youth groups.
THAD R. BOWERS is President and Chief Executive Officer of
the Company and the Bank. He joined the Bank in 1960 and became
President and Chief Executive Officer in 1980. Mr. Bowers
previously served on the Bristol, Tennessee School Board, as
Chairman of the Bristol, Tennessee Parks and Recreation
Commission and on the boards of directors of various local
charities and service organizations.
SID OAKLEY is General Manager of Oakley-Cook Funeral Home,
Bristol, Tennessee, and Vice President and General Manager of
Heritage Family Funeral Services, Inc., Elizabethton, Tennessee.
Mr. Oakley is a member and Past-President of the Bristol Rotary
Club, the Bristol Chamber of Commerce and Volunteer Bristol.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Company and the Bank hold
regular meetings and special meetings as needed. During the
year ended December 31, 1999, each Board met 12 times. No
nominee for election as a director or continuing director
attended fewer than 75% in the aggregate of the total number of
Board meetings held while he was a member during the year ended
December 31, 1999 and the total number of meetings held by
committees on which he served during such fiscal year.
The Company's full Board of Directors acts as an audit
committee and met once in this capacity following fiscal 1999 to
examine and approve the independent audit report.
While the Company does not have a compensation committee,
the executive committee of the Bank's Board of Directors acts as
a compensation committee which, for fiscal 1999, included
Directors Burriss, Oakley, Vann and Wohlford. This committee
reviews the performance of the Bank's officers and met twice in
fiscal 1999.
The Company does not have a standing nominating committee.
Under the Company's current Bylaws, the Company's full Board of
Directors acts as a nominating committee and met once in this
capacity to select management nominee for election as director.
-4-
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table sets
forth cash and noncash compensation for the fiscal years ended
December 31, 1999, 1998 and 1997 awarded to or earned by the
Company's Chief Executive Officer, for services rendered in all
capacities to the Company and its subsidiaries.
ANNUAL COMPENSATION
------------------------------
NAME AND FISCAL OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION COMPENSATION(1)
- ------------------ ------ ------ ----- ------------ ---------------
Thad R. Bowers 1999 $123,760 $34,189 -- $14,788
Chief Executive Officer 1998 119,000 31,907 -- 15,127
1997 114,400 30,674 -- 14,952
<FN>
_____________
1 For 1999, consists of directors' fees ($8,800), salary for services as
President of a subsidiary of the Bank ($1,250), and matching contribution
to defined contribution thrift plan ($4,738).
</FN>
YEAR-END OPTION VALUES. The following table sets forth
information regarding the number and potential value at the end
of the year of options held by the Company's Chief Executive
Officer, excluding options held by his wife. The Chief
Executive Officer did not exercise any options during the last
fiscal year.
NUMBER OF VALUE OF
SECURITIES UNDERLYING EXERCISABLE
EXERCISABLE IN-THE-MONEY
OPTIONS AT YEAR-END OPTIONS AT YEAR-END
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE (2)
- ---- ------------------------- -----------------------------
Thad R. Bowers 26,952/6,738 $199,884/$49,996
<FN>
_____________
1 Based on the difference between the $16.75 closing sale price
of shares on December 31, 1999 as reported on the Nasdaq SmallCap
MarketSM and the exercise price per share.
</FN>
DIRECTOR COMPENSATION
FEES. The Bank's directors receive fees of $400 per
monthly meeting attended, $100 per executive committee meeting
attended and a retainer of $1,000 per quarter. Mr. Burriss, as
Chairman of the Board, receives an additional $300 per month.
For fiscal 1999, the Bank's directors' fees totaled $55,979.
Directors do not receive additional fees for service on the
Company's Board of Directors.
DEFERRED COMPENSATION PLAN. The Bank's Board of Directors
has established a deferred compensation plan (the "Deferred
Compensation Plan") for the benefit of members of the Bank's
Board of Directors, its President and such other executive
officers of the Bank as the Board of Directors may select for
participation. Pursuant to the terms of the Deferred
Compensation Plan, directors may elect to defer the receipt of
all or part of their future fees, and eligible officers may
elect to defer receipt of up to 25% of their future
compensation. Deferred amounts will be credited to a
bookkeeping account in the participant's name, which will also
be credited quarterly with the investment return which would
have resulted if such deferred amounts had been invested, based
upon the participant's choice, between either Common Stock or
the Bank's highest annual rate of interest on certificates of
deposit, regardless of their term. Participants may determine
the time and form of benefit payments, and may cease future
deferrals any time.
-5-
EMPLOYMENT AGREEMENTS
The Company and the Bank have entered into employment
agreements with Thad R. Bowers, President and Chief Executive
Officer of the Bank and the Company. In such capacities, Mr.
Bowers is responsible for overseeing all operations of the Bank
and the Company and for implementing the policies adopted by the
Board of Directors. Such Boards believe that the agreements
assure fair treatment of Mr. Bowers in relation to his career
with the Company and the Bank by assuring him of some financial
security.
The agreements provide for a term of one year, with an
annual base salary currently equal to $128,710 per year. On
each anniversary date of the agreements, the Board will duly
consider and determine whether to extend the term of employment
under the agreements, and Mr. Bowers' term of employment under
the agreements may be extended to up to thirty-six months, upon
a determination by the Boards of Directors that the performance
of Mr. Bowers has met the required performance requirements and
standards and that such agreements should be extended. The
agreements provide Mr. Bowers with a salary review by the Boards
of Directors not less often than annually, as well as inclusion
in any discretionary bonus plans, retirement and medical plans,
customary fringe benefits and vacation and sick leave. The
agreements will terminate upon Mr. Bowers' death or disability
and are terminable for "just cause" as defined in the
agreements. In the event of termination for just cause, no
severance benefits are available. If the Company or the Bank
terminates Mr. Bowers without just cause, he will be entitled to
a continuation of his salary and benefits from the date of
termination through the remaining term of the agreements (but
not in an aggregate amount in excess of three times his five
years' average annual compensation). If the agreements are
terminated due to Mr. Bowers' disability (as defined in the
agreement), his salary and benefits will terminate. In the
event of Mr. Bowers' death during the term of the agreements,
his estate will be entitled to receive his salary through the
end of the month in which his death occurs. Severance benefits
payable to Mr. Bowers will be paid in a lump sum or in
installments, as he elects. Mr. Bowers is able to terminate the
agreements voluntarily by providing 60 days' written notice to
the Boards of Directors of the Bank and the Company, in which
case he is entitled to receive only his compensation, vested
rights and benefits up to the date of termination.
The agreements contain provisions stating that in the
event of Mr. Bowers' involuntary termination of employment in
connection with, or within one year after, any change in control
(as defined in the agreements) of the Bank or the Company, other
than for just cause or disability (as defined in the
agreements), he will be paid within 10 days of such termination
an amount equal to the difference between (i) 2.99 times his
base amount (as defined in Section 280G(b)(3) of the Internal
Revenue Code) and (ii) the sum of any other parachute payments
(as defined under Section 280G(b)(2) of the Internal Revenue
Code) that he receives on account of the change in control.
Under the agreements, control generally refers to the
acquisition, by any person or entity, of the ownership or power
to vote more than 25% of the Bank's or Company's voting stock,
the control of the election of a majority of the Bank's or the
Company's directors or the exercise of a controlling influence
over the management or policies of the Bank or the Company. In
addition, under the agreements, a change in control occurs when,
during any consecutive two-year period, directors of the Company
or the Bank at the beginning of such period ("Continuing
Directors") cease to constitute two-thirds of the Board of
Directors of the Company or the Bank, provided that a
replacement director approved by a two-thirds vote of the
Continuing Directors then in office would be considered a
Continuing Director. The agreement with the Bank provides that
within five business days of a change in control not approved by
the Continuing Directors, the Bank shall fund, or cause to be
funded, a trust in the amount of 2.99 times Mr. Bowers' base
amount, that will be used to pay the amounts owed to him upon
termination other than for just cause within one year after the
change in control. The amount to be paid to Mr. Bowers from
this trust upon his termination is determined according to the
procedures outlined in the agreement with the Bank, and any
money not paid to him is returned to the Bank. The agreements
also provide for a similar lump sum payment to be made in the
event of Mr. Bowers' voluntary termination of employment within
one year following a change in control upon the occurrence, or
within 90 days thereafter, of certain specified events following
the change in control which have not been consented to in
writing by him, including (i) the requirement that he perform
his principal executive functions more than 35 miles from the
Bank's current primary office, (ii) a reduction in his base
compensation as then in effect, (iii) the failure of the Company
or the Bank to maintain existing or substantially similar
employee benefit plans, including material vacation, fringe
benefits, stock option and retirement plans, (iv) the
-6-
assignment to him of duties and responsibilities which are other
than those normally associated with his position with the Bank,
(v) a material reduction in his authority and responsibility,
and (vi) the failure to re-elect him to the Company's or the
Bank's Board of Directors. The aggregate payments that would be
made to Mr. Bowers assuming his termination of employment under
the foregoing circumstances at December 31, 1999 would have been
approximately $559,000. In the event of a change in control,
the term of the agreements would be automatically extended to a
full thirty-six months. These provisions may have an anti-
takeover effect by making it more expensive for a potential
acquiror to obtain control of the Company. If Mr. Bowers were
to prevail over the Company and the Bank in a legal dispute with
respect to the agreements, he may be reimbursed for his legal
and other expenses.
In addition to the agreements described above, the Bank
has entered into a supplemental executive retirement agreement
with Mr. Bowers under which upon his termination of employment
with the Bank, for reasons other than removal for "just cause,"
he will receive 10 annual payments from the Bank equal to (a)
the product of his vested percentage (14% per year of service
under the agreement, up to 100%) and 60% of his average annual
compensation (the average of the highest annual compensation for
five of the ten calendar years preceding termination) less (b)
his annual offset amount (the sum of his primary social security
benefits, one-tenth of the benefits he would receive if an award
to him under the management recognition plan appreciated with
the consumer price index and the benefits which he would receive
as an annuity under the pension plan upon his termination of
employment) and, if the Bank were to terminate Mr. Bowers'
employment without just cause or his consent, or in the event of
termination of employment in connection with a change in control
(as defined in the incentive compensation plan), then Mr.
Bowers' vested percentage would be 100%, and the present value
of the benefits payable to him would be paid within 10 days of
termination of employment or within 10 days following a change
in control, if earlier.
TRANSACTIONS WITH MANAGEMENT
The Bank makes loans to its directors, officers and
employees in the ordinary course of business with the same
collateral, interest rates and underwriting criteria as those of
comparable transactions prevailing at the time, and which do not
involve more than the normal risk of collectibility or present
other unfavorable features, except the Bank offers a one-percent
discount on interest rates and origination fees, and waives
indirect origination costs, on loans to directors, officers and
employees. The following table set forth certain information
regarding the loans outstanding to each director and executive
officer of the Company who had loans with discounted interest
rates and whose aggregate indebtedness to the Bank exceeded
$60,000 at any time during the last fiscal year.
THEN HIGHEST BALANCE AT
LOAN EFFECTIVE ORIGINAL MATURITY BALANCE DECEMBER 31,
NAME RATE RATE TERM DATE IN 1999 1999
- ---- ------ ---------- --------- --------- -------- ------------
Thad R. & Judith O. Bowers 5.500% 5.500% 30 years 12-01-28 $199,781 $197,075
President, Chief Executive 8.750 8.750 30 years 02-01-21 19,760 17,380
Officer and Director; 6.000 7.000 15 years 10-01-12 139,390 130,812
Senior Vice President 8.250 8.250 5 years 07-19-00 92,276 91,119
8.750 8.750 5 years 07-15-04 15,075 14,968
Joyce S. Rouse 8.750 8.750 5 years 09-21-03 8,500 7,813
Senior Vice President 6.000 7.000 30 years 07-01-28 59,289 58,121
John M. Wolford 7.625 7.625 3 years 04-01-01 31,021 28,649
Senior Vice President 5.875 6.875 15 years 01-01-13 64,855 61,804
9.750 9.750 3 months 03-13-00 9,293 9,293
9.750 9.750 3 months 03-14-00 8,000 8,000
Michael H. Phipps 5.875 6.875 30 years 04-01-29 115,000 113,886
Senior Vice President 9.750 9.750 1 year 07-26-00 12,000 12,000
8.750 8.750 5 years 03-22-04 30,000 23,672
-7-
The Bank has contracted with BurWil Construction Co. of
which Director Burriss serves as president to perform various
remodeling and repair services on the Bank's properties in
recent years. In 1999, the company received $58,400 of revenues
in connection with remodeling, major repairs and routine
maintenance for the Bank. It is anticipated that BurWil
Construction Co. may continue to perform comparable remodeling,
repair, maintenance or other construction services for the
Company and the Bank in the future.
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Exchange
Act, the Company's directors and executive officers, and persons
who own more than ten percent of the outstanding Common Stock,
are required to file reports detailing their ownership and
changes in ownership of the Common Stock, and to furnish the
Company with copies of all such reports. Based solely on its
review of ownership reports received prior to the Record Date,
or written representations from reporting persons that no annual
report of change in beneficial ownership is required, the
Company believes that all directors, executive officers and
stockholders owning in excess of ten percent of the Common Stock
have complied with the reporting requirements for the 1999
fiscal year except for Mr. Vann who was late filing his Form 3.
________________________________________________________________
INDEPENDENT AUDITORS
________________________________________________________________
Crisp Hughes Evans LLP, which was the Company's
independent auditor for the 1999 fiscal year, has been retained
by the Board of Directors to be the Company's independent
auditor for the 2000 fiscal year. A representative of Crisp
Hughes Evans LLP is expected to be present at the Annual Meeting
to respond to stockholders' questions and will have the
opportunity to make a statement if he desires to do so.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to
come before the Annual Meeting other than those matters
described above in this proxy statement. However, if any other
matters should properly come before the Annual Meeting, it is
intended that proxies in the accompanying form will be voted in
respect thereof in accordance with the determination of a
majority of the Board of Directors.
________________________________________________________________
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. In addition to solicitations by mail,
directors, officers and regular employees of the Company may
solicit proxies personally or by telegraph or telephone without
additional compensation.
The Company's annual report to stockholders, including
financial statements, is being 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 such annual report
may obtain a copy by writing to the Assistant Secretary of the
Company. Such annual report is not to be treated as a part of
the proxy solicitation materials or as having been incorporated
herein by reference.
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________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the Company's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Company's main office at 310 State at Edgemont,
Bristol, Tennessee 37620, no later than December 16, 2000. Any
such proposal shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
Stockholder proposals, other than those submitted pursuant
to the Exchange Act, must be delivered or mailed, in the form
prescribed by the Company's Charter, to the Assistant Secretary
of the Company at the above address not fewer than 30 days nor
more than 60 days prior to any such meeting; provided, however,
that if notice or public disclosure of the meeting is effected
fewer than 40 days before the meeting, such written notice shall
be delivered or mailed, as prescribed, to the Assistant
Secretary of the Company not later than the close of the 10th
day following the day on which notice of the meeting was mailed
to stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Joanne Sturgill
JOANNE STURGILL
ASSISTANT SECRETARY
Bristol, Tennessee
April 14, 2000
________________________________________________________________
FORM 10-KSB
________________________________________________________________
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1999 AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO EACH
STOCKHOLDER AS OF THE RECORD DATE UPON WRITTEN REQUEST TO JUDITH
O. BOWERS, INVESTOR RELATIONS OFFICER, TWIN CITY BANCORP, INC.,
310 STATE AT EDGEMONT, BRISTOL, TENNESSEE 37620.
-9-
[x] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE TWIN CITY BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 2000
The undersigned hereby appoints Sid Oakley and John M. Vann,
with full powers of substitution, to act as proxies for the
undersigned, to vote all shares of common stock of Twin City
Bancorp, Inc. (the "Company") which the undersigned is entitled
to vote at the annual meeting of stockholders (the "Annual
Meeting"), to be held at the main office of Twin City Federal
Savings Bank, 310 State at Edgemont, Bristol, Tennessee on
Monday, May 15, 2000 at 4:00 p.m., and at any and all
adjournments thereof, as follows:
WITH-
FOR HOLD EXCEPT
--- ----- ------
1. The election as a director of
the nominee listed (except as
marked to the contrary below): [ ] [ ] [ ]
FOR TERM OF THREE YEARS:
Paul R. Wohlford
INSTRUCTION: To withhold authority to vote for the listed
nominee, mark "EXCEPT" and write the nominee's name in
the space provided below.
_______________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED
NOMINEE.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE LISTED NOMINEE. IF
ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE
WITH THE DETERMINATION OF THE BOARD OF DIRECTORS. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH
RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE
NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Please be sure to sign and date Date
this proxy in the box below
_______________________________ ____________________________
| | | |
|_______________________________| |____________________________|
Stockholders sign above. Co-holder (if any) sign above.
Should the above stockholder be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after
notification to the Secretary of the Company at the Annual
Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed
terminated and of no further force and effect.
The above stockholder acknowledges receipt from the Company
prior to the execution of this proxy of Notice of the Annual
Meeting, a Proxy Statement therefor and an Annual Report to
Stockholders.
Please sign exactly as your name appears on this proxy card.
When signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If shares are held
jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY TODAY